AGREEMENT PRIMERGY, INC. PROMEDCO OF THE HUDSON VALLEY, INC. PROMEDCO MANAGEMENT COMPANY AND

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AGREEMENT

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PRIMERGY, INC.
PROMEDCO OF THE ▇▇▇▇▇▇ VALLEY, INC.
PROMEDCO MANAGEMENT COMPANY

AND

WELLCARE OF NEW YORK, INC.
THE WELLCARE MANAGEMENT GROUP, INC.

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JULY 30, 1999

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DRAMATIS PERSONAE

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Player Office Address Home Address
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ProMedCo, Inc.
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H. ▇▇▇▇▇ ▇▇▇▇▇ ProMedCo Management Company
President ▇▇▇ ▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (▇▇▇▇▇▇▇) ▇▇▇-▇▇▇-▇▇▇▇
Senior Vice President ▇▇▇-▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ Fax ▇▇▇-▇▇▇-▇▇▇▇
Pager: ▇-▇▇▇-▇▇▇-▇▇▇▇
Pin #▇▇▇▇▇▇▇
Mobile ▇▇▇-▇▇▇-▇▇▇▇

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (▇▇▇▇▇▇▇) ▇▇▇-▇▇▇-▇▇▇▇
Senior Vice President
E-mail: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
Pager: ▇-▇▇▇-▇▇▇-▇▇▇▇ (no Pin)
Mobile: ▇▇▇-▇▇▇-▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ PMC Medical Management, Inc. ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Senior Vice President ▇▇▇ ▇▇ ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
E-mail: ▇▇▇▇▇▇@▇▇▇.▇▇▇ ▇▇▇▇▇▇▇▇,▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
Mobile: ▇▇▇-▇▇▇-▇▇▇▇
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▇▇▇ ▇▇▇▇▇ PMC Medical Management, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
E-mail: ▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇,▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇ Fax ▇▇▇-▇▇▇-▇▇▇▇
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Fax ▇▇▇-▇▇▇-▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇
Development Coordinator
E-mail: hilld@promedco.com.-3-
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Player Office Address Home Address
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ProMedCo Counsel
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Boult, Cummings, ▇▇▇▇▇▇▇ & (Gillmor) ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
615-252-2305 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ 615-297-3149
E-mail: ▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Car ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇ Portable ▇▇▇-▇▇▇-▇▇▇▇
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▇▇▇-▇▇▇-▇▇▇▇
Fax ▇▇▇-▇▇▇-▇▇▇▇
E-mail:▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
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Primergy
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, MD Primergy, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. Present ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
E-mail: ▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ FAX ▇▇▇-▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇▇@▇▇▇.▇▇▇
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Primergy Counsel
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▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP
▇▇▇-▇▇▇-▇▇▇▇ Post Office Box 1051(zip 14603)
Email:▇▇▇▇▇▇@▇▇▇▇.▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
FAX ▇▇▇-▇▇▇-▇▇▇▇
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WellCare
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▇▇▇▇▇ ▇.▇▇▇▇▇, M.D., F.A.C.C. WellCare HMO, Inc.
Chairman ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Fax ▇▇▇-▇▇▇-▇▇▇▇

▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ WellCare of New York
Executive Director ▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
Fax ▇▇▇-▇▇▇-▇▇▇▇
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Player Office Address Home Address
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WellCare Counsel
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq. ▇▇▇▇▇, ▇▇▇▇▇ and ▇'▇▇▇▇▇▇
Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Fax ▇▇▇-▇▇▇-▇▇▇▇
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TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS ....................................................... 1
Affiliate .............................................................. 1
Amendments ............................................................. 1
Closing ................................................................ 1
Closing Date ........................................................... 1
Contracted IPAs ........................................................ 1
IPA Service Agreements ................................................. 1
Person ................................................................. 2
Primergy ............................................................... 2
Primergy Indebtedness .................................................. 2
Primergy Release ....................................................... 2
ProMedCo ............................................................... 2
ProMedCo-HV ............................................................ 2
WellCare ............................................................... 2
WellCare Management .................................................... 2

ARTICLE 2 AMENDMENT OF IPA SERVICE AGREEMENTS WITH CONTRACTED IPAS;
CONSIDERATION; CLOSING ...................................................... 2
2.1 Payment to WellCare. ............................................... 2
2.3 IPA Service Agreements. ............................................ 2
2.4 Post-Closing Payments. ............................................. 3
2.5 Claims. ............................................................ 3
2.6 Closing. ........................................................... 3

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF WELLCARE ........................ 3
3.1 Organization, Corporate Power and Qualification. ................... 3
3.2 Authority; Binding Effect. ......................................... 3
3.3 Contracts. ......................................................... 3
3.4 Indebtedness. ...................................................... 4
3.5 No Finders or Brokers. ............................................. 4
3.6 Consents and Approvals of Governmental Authorities. ................ 4

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PRIMERGY ........................ 4
4.1 Organization and Standing of Primergy. ............................. 4
4.2 Authority; Binding Effect. ......................................... 4
4.3 No Finders or Brokers. ............................................. 5
4.4 Consents and Approvals of Governmental Authorities. ................ 5

ARTICLE 5 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF WELLCARE ............... 5
5.1 Representations and Warranties True. ............................... 5

5.2 Opinion of Counsel. ................................................ 5
5.3 Authority. ......................................................... 5
5.4 No Obstructive Proceeding. ......................................... 6
5.5 Proceedings and Documents Satisfactory. ............................ 6

ARTICLE 6 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PRIMERGY ............... 6
6.1 Representations and Warranties True. ............................... 6
6.2 Authority. ......................................................... 6
6.3 No Obstructive Proceeding. ......................................... 6
6.4 Opinion of WellCare Counsel. ....................................... 7
6.5 Proceedings and Documents Satisfactory. ............................ 7
6.6 No Agency Proceedings. ............................................. 7

ARTICLE 7 MISCELLANEOUS ..................................................... 7
7.1 Consent to Primergy Transaction. ................................... 7
7.2 Expenses. .......................................................... 7
7.3 Notices. ........................................................... 7
7.4 Entire Agreement. .................................................. 8
7.5 Alternative Dispute Resolution ..................................... 9
7.6 Governing Law. ..................................................... 9
7.7 Legal Fees and Costs. .............................................. 9
7.8 Section Headings. .................................................. 9
7.9 Waiver. ............................................................ 9
7.10 Nature and Survival of Representations. ........................... 9
7.11 Exhibits. ......................................................... 10
7.12 Assignment. ....................................................... 10
7.13 Binding on Successors and Assigns. ................................ 10
7.14 Parties in Interest. .............................................. 10
7.15 Amendments. ....................................................... 10
7.16 Drafting Party. ................................................... 10
7.17 Counterparts. ..................................................... 10
7.18 Reproduction of Documents. ........................................ 10
7.19 Press Releases. ................................................... 11

APPENDIX 2.1 FORM OF PROMEDCO GUARANTY

APPENDIX 2.2 FORM OF PRIMERGY RELEASE

APPENDIX 5.2 FORM OF OPINION OF PROMEDCO-HV'S COUNSEL

APPENDIX 6.4 FORM OF OPINION OF WELLCARE'S COUNSEL

AGREEMENT

Agreement dated as of July 30, 1999, among WellCare of New York, Inc., a
New York corporation ("WellCare"), The WellCare Management Group, Inc.
("WellCare Management"), and Primergy, Inc. ("Primergy"), ProMedCo Management
Company, a Delaware corporation ("ProMedCo") and ProMedCo of the ▇▇▇▇▇▇ Valley,
Inc., a New York corporation ("ProMedCo-HV") which is a wholly-owned subsidiary
of ProMedCo.

RECITAL:

Pursuant to an Option Agreement dated as of March 16, 1999 as amended by
First Amendment to Option Agreement dated as of July __, 1999 (such Option
Agreement as so amended is referred to herein as the "Option Agreement") among
Primergy, ProMedCo and ProMedCo-HV, ProMedCo-HV has agreed to acquire
substantially all of the assets of Primergy, including the stock of the
Contracted IPAs referred to below. One of the conditions to ProMedCo-HV's
obligation to consummate the asset purchase contemplated by the Option Agreement
is that Primergy enter into and consummate this Agreement with WellCare and
WellCare Management.

WellCare has contracts with five independent practice associations, Orange
▇▇▇▇▇▇▇▇ Health Care Alliance IPA, Inc., Dutchess Health Care Alliance IPA,
Inc., Ulster Health Care Alliance IPA, Inc., Columbia ▇▇▇▇▇▇ Health Care
Alliance IPA, Inc., and Capital District Health Care Alliance IPA, Inc. (such
entities are collectively referred to herein as the "Contracted IPAs" and
individually, each is referred to as a "Contracted IPA") which are wholly owned
subsidiaries of Primergy. The parties hereby agree as follows:

ARTICLE 1 DEFINITIONS

For the purposes of this Agreement, the following definitions shall apply:

"Affiliate" means with respect to any Party, any entity which controls, is
controlled by, or is under common control with such party all as more fully set
forth in the rules and regulations of the Securities and Exchange Commission
under the Securities Act of 1933, as amended.

"Amendments" means the Amendments to the IPA Service Agreements between
WellCare and each of the Contracted IPAs to be entered into pursuant to ss. 2.3
hereof.

"Closing" and "Closing Date" are defined in ss. 2.6.

"Contracted IPAs" is defined in the preamble hereto.

"IPA Service Agreements" means the existing IPA Service Agreements between
WellCare and each of the Contracted IPAs.

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"Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust or unincorporated organization.

"Primergy" means Primergy, Inc., a New York corporation.

"Primergy Indebtedness" means the obligations of Primergy to WellCare
Management, WellCare or any other Affiliate of WellCare Management under (i)
Promissory Note, dated June 30, 1995, from Primergy to WellCare Medical
Management, Inc. in the original principal amount of $5,130,000, (ii) the Note
Agreement, dated as of June 30, 1995, between WellCare Medical Management, Inc.
and Primergy, the Guaranty, dated as of May 9, 1996, by Primergy in favor of
WellCare of New York, Inc., (iii) the Promissory Note, dated February 26, 1996,
between WellCare and Primergy in the original principal amount of $215,000, (iv)
the Promissory Note, dated February 19, 1997, from Primergy to WellCare in the
original principal amount of $2,099,083, and (v) the Loan and Security
Agreement, dated as of February 19, 1997, between Primergy and WellCare.

"Primergy Release" is defined in ss. 2.2 hereof.

"ProMedCo" means ProMedCo Management Company, a Delaware corporation which
is the sole shareholder of ProMedCo-HV.

"ProMedCo-HV" means ProMedCo of the ▇▇▇▇▇▇ Valley, Inc., a New York
corporation.

"WellCare" means WellCare of New York, Inc., a New York corporation which
is a wholly owned subsidiary of The WellCare Management Group, Inc.

"WellCare Management" means The WellCare Management Group, Inc., a New York
corporation.

ARTICLE 2 AMENDMENT OF IPA SERVICE AGREEMENTS WITH CONTRACTED
IPAS; CONSIDERATION; CLOSING

2.1 Payment to WellCare. Simultaneously with the Closing hereunder,
Primergy shall pay WellCare Management or such Affiliate as WellCare Management
shall have directed, $425,000. By its execution of the Guaranty attached hereto
as Appendix 2.1, ProMedCo shall guaranty the payment of such sum by Primergy as
required by this Section 2.1.

2.2 Release of Primergy Debt. Simultaneously with the Closing, WellCare
shall release the Primergy Indebtedness pursuant to a release in the form
attached hereto as Appendix 2.2.

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2.3 IPA Service Agreements. Upon the terms and subject to the conditions of
this Agreement, on the Closing Date, WellCare shall enter into mutually
agreeable amendments to the IPA Service Agreements with the Contracted IPAs (the
"Amendments").

2.4 Post-Closing Payments. Commencing on October 31, 2000 and continuing
through July 31, 2002, Primergy shall pay WellCare $2 pmpm for all WellCare
Members assigned to the Contracted IPAs; such payments shall be made quarterly
seven days after the end of each three month period commencing August 31, 2000.
Primergy shall honor this obligation irrespective of any termination or breach
of the IPA Service Agreements by the Contracted IPAs except for a termination
for cause arising out of a default by WellCare under the IPA Service Agreements.
Upon any termination or breach, to the extent Primergy is obligated to continue
payments as set forth herein, said payment amounts shall be based upon the most
recent membership information that has been provided to Primergy prior to such
breach or termination By its execution of the Guaranty attached hereto as
Appendix 2.1, ProMedCo shall guaranty the payment of such sum by Primergy as
required by this Section 2.4.

2.5 Claims. Within 10 business days after the Closing, Primergy shall take
such steps as are necessary to ensure that no claims of providers against it or
any of the Contracted IPAs is outstanding in excess of 45 days for all programs
other than Medicare Risk, which will be paid to a 30 day status.

2.6 Closing. The transactions provided for herein (the "Closing") shall
take place on the date hereof (the "Closing Date").

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF WELLCARE

WellCare and WellCare Management hereby represents and warrants as follows:

3.1 Organization, Corporate Power and Qualification. Each of WellCare and
WellCare Management is a corporation duly organized, validly existing and in
good standing under the laws of the State of New York and has full corporate
power and authority to carry on its business as and where it is now being
conducted, to enter into this Agreement, and to consummate the transactions
contemplated hereby.

3.2 Authority; Binding Effect. Each of WellCare and WellCare Management has
full power and authority to enter into this Agreement and to carry out the
transactions contemplated hereby. The Board of Directors of each of WellCare and
WellCare Management has taken all action required by law and by such entity's
Certificate of Incorporation and by-laws, or otherwise, to authorize the
execution and delivery of this Agreement and the transactions contemplated
hereby. The execution, delivery, and performance of this Agreement constitutes
the valid and binding agreement of WellCare and WellCare Management enforceable
in accordance with its terms, and the execution, delivery and

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performance of this Agreement is not in conflict with any other agreement, and
will not result in the acceleration or imposition of any other obligation.

3.3 Contracts. Except for the IPA Service Agreements with the Contracted
IPAs, neither WellCare nor WellCare Management nor the Affiliates of either have
any contractual relationships with the Contracted IPAs. Exhibit 3.3 of the
Exhibit Volume contains a copy of each existing contract, agreement and other
instrument between Primergy or any Affiliate of Primergy and WellCare or any
Affiliate of WellCare, including WellCare Management. Except as noted in such
Exhibit 3.3: (i) all such contracts and agreements are in full force and effect;
(ii) there has been no threatened cancellation thereof; and (iii) there are no
outstanding disputes thereunder. None of the agreements, contracts etc. between
WellCare, WellCare Management and the Affiliates of either entity and the
Contracted IPAs, Primergy or any Affiliate of Primergy violates the
Medicare/Medicaid Fraud and Abuse amendments or any regulations thereunder
adopted by the U.S. Department of Health and Human Services.

3.4 Indebtedness. Aside from the Indebtedness, neither Primergy nor any of
the Contracted IPAs nor any other Affiliate of Primergy is indebted to WellCare,
WellCare Management or any other Affiliate of WellCare, and neither WellCare nor
WellCare Management or any other Affiliate of WellCare has any claims against
Primergy, the Contracted IPAs or any other Affiliate of Primergy.

3.5 No Finders or Brokers. Neither WellCare, WellCare Management nor any
officer or director of WellCare or WellCare Management has engaged any finder or
broker in connection with the transactions contemplated hereunder.

3.6 Consents and Approvals of Governmental Authorities. WellCare and
WellCare Management will use their best efforts to promptly obtain all consents,
approvals and authorizations from all governmental and regulatory authorities
having jurisdiction over the matter in connection with the execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby. Primergy, ProMedCo and ProMedCo-HV acknowledge that as of the date
hereof WellCare and WellCare Management have not yet received all such consents
etc.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PRIMERGY

Primergy hereby represents and warrants as follows:

4.1 Organization and Standing of Primergy. Primergy is a corporation duly
organized, validly existing and in good standing under the laws of the state of
New York and has full corporate power and authority to conduct its business as
now being conducted; and is duly qualified to do business in each jurisdiction
in which the nature of the property owned or leased or the nature of the
business conducted by it requires such qualification.

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4.2 Authority; Binding Effect. Primergy has corporate power to execute and
deliver this Agreement and consummate the transactions contemplated hereby and
has taken (or by the Closing Date will have taken) all action required by law,
its Articles of Incorporation, by-laws or otherwise to authorize such execution
and delivery and the consummation of the transactions contemplated hereby. The
execution, delivery, and performance of this Agreement constitutes the valid and
binding agreement of Primergy enforceable in accordance with its terms (except
as the same may be restricted, limited or delayed by applicable bankruptcy or
other laws affecting creditors' rights generally and except as to the remedy of
specific performance which may not be available under the laws of various
jurisdictions) assuming that this Agreement has been duly authorized, delivered
and executed by WellCare and constitutes the valid and binding obligation,
enforceable against WellCare in accordance with its terms (except as
enforceability against WellCare may be restricted, limited or delayed to the
same extent as referred to in parenthetical phrase immediately above).

4.3 No Finders or Brokers. Neither Primergy nor any officer or director has
engaged any finder or broker in connection with the transactions contemplated
hereunder.

4.4 Consents and Approvals of Governmental Authorities. No characteristic
of Primergy or of the nature of its business or operations requires any consent,
approval or authorization of, or declaration, filing or registration with any
governmental or regulatory authority in connection with the execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby.

ARTICLE 5 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF WELLCARE

All obligations of WellCare which are to be discharged under this Agreement
at the Closing are subject to the performance, at or prior to the Closing, of
all covenants and agreements contained herein which are to be performed by
Primergy at or prior to the Closing and to the fulfillment at, or prior to, the
Closing, of each of the following conditions (unless expressly waived in writing
by WellCare at any time at or prior to the Closing):

5.1 Representations and Warranties True. All of the representations and
warranties made by Primergy contained in Article 4 of this Agreement shall be
true as of the date of this Agreement, shall be deemed to have been made again
at and as of the date of Closing, and shall be true at and as of the date of
Closing in all material respects; Primergy shall have performed and complied in
all material respects with all covenants and conditions required by this
Agreement to be performed or complied with by then prior to or at the Closing;
and WellCare shall have been furnished with a certificate of the President or
any Vice President of Primergy, dated the Closing Date, in such officer's
capacity, certifying to the truth of such representations and warranties as of
the Closing and to the fulfillment of such covenants and conditions.

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5.2 Opinion of Counsel. WellCare shall have been furnished with an opinion
dated the Closing Date of Nixon, Peabody, LLP, counsel to Primergy, in form and
substance satisfactory to WellCare, to the effect set forth as Appendix 5.2
attached hereto.

5.3 Authority. All action required to be taken by or on the part of
Primergy to authorize the execution, delivery and performance of this Agreement
by Primergy and the consummation of the transactions contemplated hereby shall
have been duly and validly taken by the Board of Directors of Primergy.

5.4 No Obstructive Proceeding. No action or proceedings shall have been
instituted against, and no order, decree or judgment of any court, agency,
commission or governmental authority shall be subsisting against WellCare, or
the officers or directors of WellCare, which seeks to, or would, render it
unlawful as of the Closing to effect the transactions contemplated hereby in
accordance with the terms hereof, and no such action shall seek damages in a
material amount by reason of the transactions contemplated hereby. Also, no
substantive legal objection to the transactions contemplated by this Agreement
shall have been received from or threatened by any governmental department or
agency.

5.5 Proceedings and Documents Satisfactory. All proceedings in connection
with the transactions contemplated hereby and all certificates and documents
delivered to WellCare pursuant to this Agreement shall be satisfactory in form
and substance to WellCare and its counsel acting reasonably and in good faith.

ARTICLE 6 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PRIMERGY

All obligations of Primergy which are to be discharged under this Agreement
at the Closing are subject to the performance, at or prior to the Closing, of
all covenants and agreements contained herein which are to be performed by
WellCare at or prior to the Closing and to the fulfillment at or prior to the
Closing of each of the following conditions (unless expressly waived in writing
by Primergy at any time at or prior to the Closing):

6.1 Representations and Warranties True. All of the representations and
warranties of WellCare contained in Article 3 of this Agreement shall be true as
of the date of this Agreement, shall be deemed to have been made again at and as
of the Closing, and shall be true at and as of the date of Closing in all
material respects; WellCare shall have performed or complied in all material
respects with all covenants and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing; and Primergy shall
be furnished with a certificate of the President or any Vice President of
WellCare, dated the Closing Date, in such person's corporate capacity,
certifying to the truth of such representations and warranties as of the time of
the Closing and to the fulfillment of such covenants and conditions.

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6.2 Authority. All action required to be taken by or on the part of
WellCare to authorize the execution, delivery and performance of this Agreement
by WellCare and the consummation of the transactions contemplated hereby shall
have been duly and validly taken by the Board of Directors of WellCare.

6.3 No Obstructive Proceeding. No action or proceedings shall have been
instituted against, and no order, decree or judgment of any court, agency,
commission or governmental authority shall be subsisting against Primergy or the
officers or directors of Primergy which seeks to, or would, render it unlawful
as of the Closing to effect the transactions contemplated hereby in accordance
with the terms hereof, and no such action shall seek damages in a material
amount by reason of the transaction contemplated hereby. Also, no substantive
legal objection to the transactions contemplated by this Agreement shall have
been received from or threatened by any governmental department or agency.

6.4 Opinion of WellCare Counsel. WellCare shall have delivered to Primergy
at the Closing an opinion of ▇▇▇▇▇ & ▇'▇▇▇▇▇▇, P.A., counsel to WellCare, dated
the Closing Date, in form and substance satisfactory to Primergy, to the effect
set forth as Appendix 6.4 attached hereto.

6.5 Proceedings and Documents Satisfactory. All proceedings in connection
with the transactions contemplated hereby and all certificates and documents
delivered to Primergy pursuant to this Agreement shall be satisfactory in form
and substance to Primergy and its counsel acting reasonably and in good faith.

6.6 No Agency Proceedings. There shall not be pending or, to the knowledge
of Primergy, threatened, any claim, suit, action or other proceeding brought by
a governmental agency before any court or governmental agency, seeking to
prohibit or restrain the transactions contemplated by this Agreement or material
damages in connection therewith.

ARTICLE 7 MISCELLANEOUS

7.1 Consent to Primergy Transaction. WellCare hereby consents to
consummation of the transactions contemplated by Primergy and ProMedCo-HV and
waives any rights it may have under the IPA Service Agreements which might arise
therefrom.

7.2 Expenses. All expenses of the preparation of this Agreement and of the
transactions contemplated hereby, including, without limitation, counsel fees,
accounting fees, investment adviser's fees and disbursements, shall be borne by
the respective parties incurring such expense, whether or not such transactions
are consummated.

-8-

7.3 Notices. All notices, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered in person
or mailed by certified mail or registered mail (postage prepaid) or sent by
reputable overnight courier service (charges prepaid):

To WellCare and
WellCare Management: WellCare of New York, Inc.
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇

with a copy to: ▇▇▇▇▇ ▇. ▇▇▇▇▇, M.D.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇

and a copy to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
▇▇▇▇▇ & ▇'▇▇▇▇▇▇, P.A.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

To Primergy: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M.D.
Primergy, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

with a copy to: ▇▇▇▇ ▇▇▇▇▇, Esq.
▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP
Post Office Box 1051(zip 14603)
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

with a copy to: ProMedCo Management Company
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chief Executive Officer

with a copy to: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Boult, Cummings, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, PLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

-9-

or to such other address as either WellCare or Primergy may designate by notice
to the other.

7.4 Entire Agreement. This Agreement and the Appendices, Exhibits,
schedules and documents delivered pursuant hereto constitute the entire contract
between the parties hereto pertaining to the subject matter hereof and supersede
all prior and contemporaneous agreements, understandings, negotiations and
discussions, whether written or oral, of the parties, and there are no
representations, warranties or other agreements between the parties in
connection with the subject matter hereof, except as specifically set forth
herein. No supplement, modification or waiver of this Agreement shall be binding
unless executed in writing by the parties to be bound thereby.

7.5 Alternative Dispute Resolution. Any dispute, disagreement, claim or
controversy arising out of or related to this Agreement (a "Disputed Matter")
may, at the option of either party hereto upon written notice to the other
party, be submitted to non-binding mediation before a mutually acceptable
neutral advisor. To the extent the neutral advisor is compensated, the parties
shall each bear half the cost. Any Disputed Matter that is not resolved through
mediation will be settled by binding arbitration in accordance with the rules of
commercial arbitration of the American Arbitration Association, and judgment
upon the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. Such arbitration shall occur within Ulster County, New
York, unless the parties mutually agree to have such proceedings in some other
locale. The arbitrator(s) may in any such proceeding award attorneys' fees and
costs to the prevailing party.

7.6 Governing Law. THE VALIDITY AND CONSTRUCTION OF THIS AGREEMENT SHALL BE
GOVERNED BY THE 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. IN FURTHERANCE OF THE
FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL CONTROL THE
INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN THOUGH UNDER THAT
JURISDICTION'S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF
SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.

7.7 Legal Fees and Costs. In the event either party elects to incur legal
expenses to enforce or interpret any provision of this Agreement, the prevailing
party will be entitled to recover such legal expenses, including, without
limitation, reasonable attorneys' fees, costs and necessary disbursements, in
addition to any other relief to which such party shall be entitled.

7.8 Section Headings. The Section headings are for reference only and shall
not limit or control the meaning of any provision of this Agreement.

-10-

7.9 Waiver. No delay or omission on the part of any party hereto in
exercising any right hereunder shall operate as a waiver of such right or any
other right under this Agreement.

7.10 Nature and Survival of Representations. All statements contained in
any certificate delivered by or on behalf of any of the parties to this
Agreement pursuant hereto in connection with the transactions contemplated
hereby shall be deemed to be representations and warranties made by the
respective parties hereunder. No representations or warranties made by the
parties shall survive the Closing by more than 12 months, except for the
following representations and warranties of Primergy set forth in ▇▇.▇▇. 3.3,
3.4 and 3.5 shall survive the Closing for the applicable periods of limitations
for the commencement of actions.

7.11 Exhibits. All Exhibits, Appendices, schedules and documents referred
to in or attached to this Agreement are integral parts of this Agreement as if
fully set forth herein and all statements appearing therein shall be deemed to
be representations. All items disclosed hereunder shall be deemed disclosed only
in connection with the specific representation to which they are explicitly
referenced.

7.12 Assignment. No party hereto shall assign this Agreement without first
obtaining the written consent of the other party.

7.13 Binding On Successors and Assigns. Subject to ss. 7.12, this Agreement
shall inure to the benefit of and bind the respective heirs, administrators,
successors and assigns of the parties hereto. Nothing expressed or referred to
in this Agreement is intended or shall be construed to give any person other
than the parties to this Agreement or their respective successors or permitted
assigns any legal or equitable right, remedy or claim under or in respect of
this Agreement or any provision contained herein, it being the intention of the
parties to this Agreement that this Agreement shall be for the sole and
exclusive benefit of such parties or such successors and assigns and not for the
benefit of any other person.

7.14 Parties in Interest. Nothing in this Agreement is intended to confer
any right on any person other than the parties to it and their respective
successors and assigns, nor is anything in this Agreement intended to modify or
discharge the obligation or liability of any third person to any party to this
Agreement, nor shall any provision give any third person any right of
subrogation or action over against any party to this Agreement.

7.15 Amendments. This Agreement may be amended, but only in writing, signed
by the parties hereto.

7.16 Drafting Party. The provisions of this Agreement, and the documents
and instruments referred to herein, have been examined, negotiated, drafted and
revised by counsel for each party

-11-

hereto and no implication shall be drawn nor made against any party hereto by
virtue of the drafting of this Agreement.

7.17 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall comprise one and the same instrument.

7.18 Reproduction of Documents. This Agreement and all documents relating
thereto, including without limitation, consents, waivers and modifications which
may hereafter be executed, the Exhibits and documents delivered at the Closing,
and financial statements, certificates and other information previously or
hereafter furnished to Primergy or ProMedCo-HV may be reproduced by Primergy or
ProMedCo-HV by any photographic, photostatic, microfilm, microcard, miniature
photographic or other similar process and ProMedCo-HV may destroy any original
documents so reproduced. WellCare agrees and stipulates that any such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by ProMedCo-HV in the
regular course of business) and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.

7.19 Press Releases. Except as required by the Securities and Exchange
Commission or other regulatory agency, neither party to this Agreement shall
make any press releases or other public announcements relating to this Agreement
or the transactions contemplated hereby without the prior written consent of the
other.

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

PRIMERGY, INC.

By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------
Its CEO/Chairman
Name ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

PROMEDCO MANAGEMENT COMPANY

By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Its Senior Vice President
Name ▇▇▇▇ ▇. ▇▇▇▇▇▇▇

-12-

PROMEDCO OF THE ▇▇▇▇▇▇ VALLEY, INC.

By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Its Senior Vice President
Name ▇▇▇▇ ▇. ▇▇▇▇▇▇▇

WELLCARE OF NEW YORK, INC.

By /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇
----------------------------
Its President/CEO
Name ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇

THE WELLCARE MANAGEMENT GROUP, INC.

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Its President
Name ▇▇▇▇▇ ▇. ▇▇▇▇▇

-13-

LIST OF APPENDICES

Number Description

2.1 Form of Promedco Guaranty
2.2 Form of Primergy Release
5.2 Form of opinion of Primergy's counsel to be delivered at the Closing
6.4 Form of opinion of WellCare's counsel to be delivered at the Closing

-14-

APPENDIX 2.1
FORM OF PROMEDCO GUARANTY

GUARANTY

ProMedCo Management Company, a Delaware corporation ("ProMedCo"), which is
the sole shareholder of ProMedCo of the ▇▇▇▇▇▇ Valley, Inc. ("ProMedCo-HV"),
hereby guarantees the payment of all sums due to be paid by Primergy, Inc.
("Primergy") pursuant to the provisions of Section 2.1 and Section 2.4 of the
foregoing Agreement to which this Guaranty is attached, as and when such sums
are due and payable. Except as specifically set forth herein, the obligations of
ProMedCo under this Guaranty are irrevocable and unconditional.

Dated this 30th day of July, 1999

PROMEDCO MANAGEMENT COMPANY

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Title: Senior Vice President

APPENDIX 2.2A

RELEASE OF PRIMERGY

RELEASE

For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, The WellCare Management Group, Inc., a New York
corporation with its principal place of business at Park ▇▇▇▇/▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("WellCare"), together with its
subsidiaries, affiliates, officers, directors, shareholders, employees, agents,
attorneys, representatives, successors and assigns (collectively with WellCare,
the "Releasing Parties"), hereby (a) release and discharge Primergy, Inc., a New
York corporation with its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("Primergy"), together with its subsidiaries,
affiliates, officers, directors, shareholders, employees, agents, attorneys,
representatives, successors and assigns (collectively with Primergy, the
"Released Parties") from (i) all obligations under the Promissory Note, dated
June 30, 1995, from Primergy to WellCare Medical Management, Inc. in the
original principal amount of $5,130,000, the Note Agreement, dated as of June
30, 1995, between WellCare Medical Management, Inc. and Primergy, the Guaranty,
dated as of May 9, 1996, by Primergy in favor of WellCare of New York, Inc., the
Promissory Note, dated February 26, 1996, between WellCare and Primergy in the
original principal amount of $215,000, the Promissory Note, dated February 19,
1997, from Primergy to WellCare in the original principal amount of $2,099,083,
and the Loan and Security Agreement, dated as of February 19, 1997, between
Primergy and WellCare, (ii) all obligations to issue shares of common stock of
Primergy to any of the Releasing Parties pursuant to options to purchase such
shares which may have been granted or assigned to WellCare, and (iii) all
actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, rights to contribution, damages,
judgments, extends, executions, claims, and demands whatsoever, in law,
admiralty or equity, which the Releasing Parties or their respective successors
and assigns ever had, now have or hereafter can, shall or may have against
Primergy or any of the other Released Parties, for upon, or by reason of any
matter, cause or thing whatsoever (including, without limitation, the matters
referred to in (a)(i) and (ii) above) from the beginning of the world to the day
of the date of this General Release or arising hereafter as a result of in
connection with the matters referred to in (a)(i) and (ii) above, (b) represents
to Primergy and the Released Parties that none of the liabilities, claims,
causes of actions, costs or demands herein released has been assigned to any
person or entity, (c) acknowledges that they may hereafter discover facts
different from, or in addition to, those that they now believe to be true, with
respect to all or any of the liabilities, claims, causes of action, costs or
demands herein released but nevertheless herein agree that the releases set
forth herein shall be and remain effective in all respects, notwithstanding the
discovery of such different or additional facts, and (d) represents to Primergy
and the Released Parties that the

-2-

indebtedness evidenced by the documents enumerated in this paragraph are the
only instruments evidencing any indebtedness from the Released Parties to the
Releasing Parties (except for the obligations created under the IPA Contracts
listed in the following paragraph).

Notwithstanding the foregoing, except for claims arising from actions
thereunder prior to January 1, 1997, the Releasing Parties do not release or
discharge any of the Released Parties from any obligations which arise out of
the IPA Service Agreement, dated April 21, 1998, between WellCare of New York,
Inc. and Dutchess Health Care Alliance IPA, Inc., the IPA Service Agreement,
dated May 1, 1998, between WellCare of New York, Inc. and Capital District
Health Care Alliance IPA, Inc., the IPA Service Agreement, dated April 21, 1998,
between WellCare of New York, Inc. and Orange ▇▇▇▇▇▇▇▇ Health Care Alliance IPA,
Inc. (collectively, the "IPA Contracts"), the IPA Service Agreement, dated April
21, 1998, between WellCare of New York, Inc. and Ulster Health Care Alliance
IPA, Inc., and. the IPA Service Agreement, dated April 21, 1998, between
WellCare of New York, Inc. and Columbia ▇▇▇▇▇▇ Health Care Alliance IPA, Inc.,
in each case as the same may be amended from time to time (collectively, the
"IPA Contracts").

This General Release shall be governed by the laws of the State of New
York, without reference to its principles of conflicts of law, as to all
matters, including but not limited to matters of validity construction, effect,
performance and remedies.

It is expressly understood by the Releasing Parties that ProMedCo
Management Company and its wholly owned subsidiary, ProMedCo of the ▇▇▇▇▇▇
Valley, Inc. are relying upon the matters set forth herein and, therefore, are
third party beneficiaries of this General Release.

IN WITNESS WHEREOF, WellCare, on behalf of all of the Releasing Parties,
has caused this General Release to be executed as of the date set forth below.

WELLCARE MANAGEMENT GROUP, INC.

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: President

APPENDIX 2.2B

WELLCARE RELEASE
RELEASE

For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Primergy, Inc., a New York corporation with its
principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
("Primergy"), together with its subsidiaries (including without limitation the
Contracted IPAs defined below), affiliates, directors, shareholders, employees,
agents, attorneys, representatives, successors and assigns (collectively with
Primergy, the "Releasing Parties") hereby (a) release and discharge The WellCare
Management Group, Inc., a New York corporation with its principal place of
business at Park ▇▇▇▇/▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
("WellCare"), together with its subsidiaries, affiliates, officers, directors,
shareholders, employees, agents, attorneys, representatives, successors and
assigns (collectively with WellCare, the "Released Parties"), (i) all
obligations, past, present or future, respecting quality incentive payments due
and payable to Orange ▇▇▇▇▇▇▇▇ Health Care Alliance IPA, Inc., Dutchess Health
Care Alliance IPA, Inc., Ulster Health Care Alliance IPA, Inc., Columbia ▇▇▇▇▇▇
Health Care Alliance IPA, Inc., and Capital District Health Care Alliance IPA,
Inc. (such entities are collectively referred to herein as the "Contracted IPAs"
and individually, each is referred to as a "Contracted IPA") which are wholly
owned subsidiaries of Primergy and (ii) all actions, causes of action, suits,
debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties,
covenants, contracts, controversies, agreements, promises, variances,
trespasses, rights to contribution, damages, judgments, extends, executions,
claims, and demands whatsoever, in law, admiralty or equity, which the Releasing
Parties or their respective successors and assigns ever had, now have or
hereafter can, shall or may have against WellCare or any of the other Released
Parties, for upon, or by reason of any matter, cause or thing whatsoever
(including, without limitation, the matters referred to in (a)(i) and (ii)
above) from the beginning of the world to the day of the date of this General
Release or arising hereafter as a result of in connection with the matters
referred to in (a)(i) and (ii) above, (b) represents to WellCare and the
Released Parties that none of the liabilities, claims, causes of actions, costs
or demands herein released has been assigned to any person or entity, (c)
acknowledges that they may hereafter discover facts different from, or in
addition to, those that they now believe to be true, with respect to all or any
of the liabilities, claims, causes of action, costs or demands herein released
but nevertheless herein agree that the releases set forth herein shall be and
remain effective in all respects, notwithstanding the discovery of such
different or additional facts, and (d) represents to WellCare and the Released
Parties that the indebtedness evidenced by the documents enumerated in this
paragraph are the only instruments evidencing any indebtedness from the Released
Parties to the Releasing Parties (except for the obligations created under the
IPA Contracts listed in the following paragraph).

Notwithstanding the foregoing, except for claims arising from actions
thereunder prior to July 31, 1999, the Releasing Parties do not release or
discharge any of the Released Parties from any obligations, except as set forth
above and as amended on or about July 31, 1999, which arise out of the IPA
Service Agreement, dated April 21, 1998, between WellCare of New York, Inc. and

-2-

Dutchess Health Care Alliance IPA, Inc., the IPA Service Agreement, dated May 1,
1998, between WellCare of New York, Inc. and Capital District Health Care
Alliance IPA, Inc., the IPA Service Agreement, dated April 21, 1998, between
WellCare of New York, Inc. and Orange ▇▇▇▇▇▇▇▇ Health Care Alliance IPA, Inc.
(collectively, the "IPA Contracts"), the IPA Service Agreement, dated April 21,
1998, between WellCare of New York, Inc. and Ulster Health Care Alliance IPA,
Inc., and. the IPA Service Agreement, dated April 21, 1998, between WellCare of
New York, Inc. and Columbia ▇▇▇▇▇▇ Health Care Alliance IPA, Inc., in each case
as the same may be amended from time to time (collectively, the "IPA
Contracts").

IN WITNESS WHEREOF, Primergy, on behalf of all of the Releasing Parties,
has caused this General Release to be executed as of the date set forth below.

PRIMERGY, INC.

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Its: CEO/Chairman

APPENDIX 5.2

OPINION OF COUNSEL TO PRIMERGY

[Letterhead of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP]

July 29, 1999

The WellCare Management Group, Inc.
WellCare of New York, Inc.
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Ladies and Gentlemen:

We have acted as counsel to Primergy, Inc., a New York corporation
("Primergy"), in connection with the preparation of the Agreement dated as of
July 30, 1999 (the "Agreement") and have participated on behalf of Primergy in
connection with the acquisition of Primergy, Inc., a New York corporation by
ProMedCo-HV. This Opinion Letter is provided to you at the request of Primergy
pursuant to Section 5.2 of the Agreement. Except as otherwise indicated herein,
capitalized terms used in this Opinion Letter are defined as set forth in the
Agreement or the Accord (see below).

This Opinion Letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law
(1991). As a consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage and other limitations, all as
more particularly described in the Accord, and this Opinion Letter should be
read in conjunction therewith. The attorneys in this firm are licensed to
practice law in the State of New York and consequently the law covered by the
opinions expressed herein is limited to the Federal Law of the United States,
and the state of New York.

We have relied upon factual representations made by Primergy in Article 4
of the Agreement.

Based upon the foregoing and subject to the foregoing, we are of the
opinion that:

1. The Agreement is enforceable against Primergy. Primergy is a corporation
duly organized under the laws of the State of New York and as of February 23,
1999 (based solely on a good standing certificate from the Department of State
of the State of New York dated February 23, 1999) was in good standing under the
laws of the State of New York.

▇▇▇▇▇ PEABODY LLP

The WellCare Management Group, Inc.
WellCare of New York, Inc.
July 29, 1999
Page 2

2. Execution and delivery by Primergy of, and performance of its agreements
in, the Agreement do not (i) violate the Constituent Documents, (ii) breach, or
result in a default under, any existing obligation of Primergy under contracts
dealing with money borrowed by such corporation known to us, or (iii) breach or
otherwise violate any existing obligation of Primergy under Court Orders known
to us.

3. Execution and delivery by Primergy of, and performance by such
corporation of its agreements in, the Agreement do not violate applicable
provisions of statutory law or regulation.

The General Qualifications apply to the opinions set forth above.

This Opinion Letter may be relied upon by you only in connection with the
transaction and may not be used or relied upon by you or any other person for
any purpose whatsoever, except to the extent authorized in the Accord, without
in each instance, our prior written consent.

Very truly yours,

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
---------------------

APPENDIX 6.4

OPINION OF COUNSEL TO WELLCARE

[LETTERHEAD OF ▇▇▇▇▇ & ▇'▇▇▇▇▇▇]

July 20, 1999

Primergy, Inc.
ProMedCo Management Company
ProMedCo of the ▇▇▇▇▇▇ Valley, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Gentlemen:

We have acted as counsel to The WellCare Management Group, Inc., a New York
corporation and WellCare of New York, Inc. (collectively referred to as
"WellCare"), in connection with that certain Agreement dated as of July 30, 1999
(the "Agreement") by and between WellCare, Primergy, ProMedCo, and ProMedCo-HV.

In connection with this opinion and with your permission, we have examined (i) a
copy of that certain Agreement dated July 30, 1999 and (ii) other documents
appropriate for the formation of this opinion. In addition, we have considered
such matters of law and fact as we considered appropriate for the purpose of
rendering the opinions set forth herein.

This Opinion Letter is governed by, and shall be interpreted in accordance with,
the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law
(1991). As a consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage and other limitations, all as
more particularly described in the Accord, and this Opinion Letter should be
read in conjunction herewith. The attorneys in this firm are licensed to
practice law in the State of Floride and consequently the law covered by the
opinions expressed herein is limited to the Federal Law of the United States,
and the State of Florida.

We have relied upon factual representations made by WellCare in Article 3 of the
Agreement.

Based upon the foregoing and subject to the foregoing, we are of the opinion
that:

1. WellCare is a corporation, duly organized and validly existing and in good
standing under the laws of the State of New York with full corporate power to
carry on its business as it is being conducted, and to enter into the Agreement
and to carry out the transactions contemplated hereby, subject to the limitation
set forth in Article 3.6 of the Agreement.

2. WellCare has been duly authorized to enter into the Agreement to which it
is a party and to perform its obligations thereunder, and the Agreement is
enforceable against WellCare, except as enforceability may be restricted,
limited, or delayed by bankruptcy, insolvency, moratorium or similar laws
affecting or relating to the enforcement of creditors' rights in general and
except as the enforceability of any provision of the Agreement is subject to
general principles of equity, regardless of whether enforceability is considered
in a proceeding at law or in equity and subject to the limitations set forth in
Article 3.6 of the Agreement.

3. No material facts have come to our attention which would lead us to believe
that the representations and warranties made by WellCare in Article 3 of the
Agreement is incorrect.

This opinion letter is furnished by us solely for your benefit in connection
with the transaction referred to in the Agreement and may not otherwise be
reproduced, quoted in whole or in part, filed publicly or circulated to or
relied upon by any other person, nor used in connection with any other
transaction. This opinion letter addressed the law as of the date hereof and we
undertake to obligation to inform you of any changes in the law occurring after
the date hereof.

This opinion letter constitutes the opinion of counsel referred to in Section
6.4 of that certain Agreement hereinabove referenced.

Very truly yours,

▇▇▇▇▇ & ▇'▇▇▇▇▇▇, P.A.

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esquire

AMENDMENT TO IPA SERVICE AGREEMENT

This Agreement is dated this 31 TH day of July, 1999 (the "Effective
Date"), by and between WELLCARE OF NEW YORK, INC., a New York business
corporation ("WellCare"), and DUTCHESS HEALTH CARE ALLIANCE IPA, INC., a New
York business corporation ("IPA").

W I T N E S S E T H:
--------------------

WHEREAS, WellCare is a health maintenance organization certified under
Article 44 of the New York Public Health Law and desires to make primary and
specialty physician services available to its IPA Members (as hereinafter
defined) in the IPA Service Area (as hereinafter defined);

WHEREAS, IPA is duly incorporated under the laws of the State of New York
as an independent practice association organized to arrange for the delivery of
certain primary and specialty health care services and has entered into written
provider agreements with IPA Physicians (as hereinafter defined);

WHEREAS, WellCare and IPA entered into an IPA Service Agreement dated April
21, 1998, (the "IPA Agreement"), under which IPA has agreed to arrange for the
provision of, and be responsible for the payment to IPA Physicians and all other
providers who provide, primary and certain specialty health care services to IPA
Members;

NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and intending to be legally bound hereby, the parties agree as follows:

1. Amendment of the IPA Agreement to Remove FPA References. All references
to "FPA Medical Management, Inc." or "FPA" shall be deleted from the IPA
Agreement.

2. Amendment of Section 4.1(a) of the IPA Agreement. Section 4.1(a) of the
IPA Agreement is hereby amended by changing the fourth sentence thereof to read
as follows:

"IPA shall be obligated to pay all interest and any penalties associated
with any failure to comply with all laws and regulations relating to prompt
payment of claims, and shall hold WellCare harmless from any penalties imposed
on WellCare as a result of IPA's failure to pay claims promptly, unless such
failure was caused by actions or lack of actions by WellCare."

3. Amendment of Section 2.7 of the IPA Agreement. Section 2.7 of the IPA
Agreement is hereby amended in its entirety to read as follows:

-2-

"2.7 WellCare Right to Contract. On and after the date of this Agreement,
WellCare shall not contract with any primary care physician who is or has been
in the past under any contract with IPA or who, after the date hereof, enters
into any contract with IPA to provide, or any PCP to provide, individually or
through any professional corporation, physician hospital organization, or
otherwise, Covered Services to Members in the IPA Service Area, except that, for
PCPs which have never been under contract with IPA, WellCare shall have to right
to identify any such PCPs by written notice to IPA and IPA shall have 90 days
from the date of such notice within which to negotiate a mutually satisfactory
agreement with such identified PCPs, and after the expiration of such 90 day
period without any executed contract with IPA and such PCP, WellCare shall then
be free to contract with such PCP itself. Nothing herein shall prevent WellCare
from obtaining back-up contracts as required in Section 3.23 of the IPA
Agreement."

4. Amendment of Section 3.2 of the IPA Agreement. Section 3.2 of the IPA
Service Agreement is hereby amended by:

(i) changing the second sentence in clause (a) to read: "Accordingly,
IPA shall (i) use its best efforts to maintain network adequacy
and (ii) contract with, at a minimum, the same number and type of
Specialists in the Service Area with which the Departments
require WellCare to so contract."

(ii) deleting clause (b) thereof.

In addition, Attachment 3.2 to the IPA Service Agreement is also deleted in its
entirety.

5. Amendment of Section 6.1 of the IPA Agreement. Section 6.1 of the IPA
Agreement is hereby amended in its entirety to read as follows:

"6.1 Term. The term of this Agreement shall commence on the Effective Date
and shall continue through July 31, 2002."

6. Amendment of Section 6.2(d). Section 6.2(d) of the IPA Agreement is
hereby amended by adding a new sentence at the end thereof reading as follows:

"In addition an event of material breach hereunder shall occur if IPA shall
fail to bring itself into compliance with the prompt payment regulations of the
State of New York within thirty (30) days after receipt from WellCare of written
notice that IPA is out of compliance therewith."

7. Amendment of Section 6.2(e) of the IPA Agreement. Section 6.2(e) of the
IPA Agreement is hereby deleted in its entirety.

8. Amendment of Section 6.3 of the IPA Agreement. Section 6.3 of the IPA
Agreement is

-3-

deleted in its entirety.

9. Amendment of Attachment 4.1. Attachment 4.1 to the IPA Agreement is
hereby amended by deleting Section 4 "Quality and Utilization Based
Compensation" in its entirety.

10. Other Terms and Provisions of the IPA Agreement. All other terms and
provision of the IPA Agreement remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement intending to
be bound from the date set forth in this Agreement.

DUTCHESS HEALTH WELLCARE OF NEW YORK, INC.
CARE ALLIANCE IPA, INC.

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇
------------------------ ----------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇
Title: President Title: President/CEO

AMENDMENT TO IPA SERVICE AGREEMENT

This Agreement is dated this 31 TH day of July, 1999 (the "Effective
Date"), by and between WELLCARE OF NEW YORK, INC., a New York business
corporation ("WellCare"), and ULSTER HEALTH CARE ALLIANCE IPA, INC., a New York
business corporation ("IPA").

W I T N E S S E T H:
--------------------

NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and intending to be legally bound hereby, the parties agree as follows:

1. Amendment of the IPA Agreement to Remove FPA References. All references
to "FPA Medical Management, Inc." or "FPA" shall be deleted from the IPA
Agreement.

2. Amendment of Section 4.1(a) of the IPA Agreement. Section 4.1(a) of the
IPA Agreement is hereby amended by changing the fourth sentence thereof to read
as follows:

3. Amendment of Section 2.7 of the IPA Agreement. Section 2.7 of the IPA
Agreement is hereby amended in its entirety to read as follows:

-2-

4. Amendment of Section 3.2 of the IPA Agreement. Section 3.2 of the IPA
Service Agreement is hereby amended by:

(ii) deleting clause (b) thereof.

In addition, Attachment 3.2 to the IPA Service Agreement is also deleted in its
entirety.

5. Amendment of Section 6.1 of the IPA Agreement. Section 6.1 of the IPA
Agreement is hereby amended in its entirety to read as follows:

"6.1 Term. The term of this Agreement shall commence on the Effective Date
and shall continue through July 31, 2002."

6. Amendment of Section 6.2(d). Section 6.2(d) of the IPA Agreement is
hereby amended by adding a new sentence at the end thereof reading as follows:

7. Amendment of Section 6.2(e) of the IPA Agreement. Section 6.2(e) of the
IPA Agreement is hereby deleted in its entirety.

8. Amendment of Section 6.3 of the IPA Agreement. Section 6.3 of the IPA
Agreement is

-3-

deleted in its entirety.

9. Amendment of Attachment 4.1. Attachment 4.1 to the IPA Agreement is
hereby amended by deleting Section 4 "Quality and Utilization Based
Compensation" in its entirety.

10. Other Terms and Provisions of the IPA Agreement. All other terms and
provision of the IPA Agreement remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement intending to
be bound from the date set forth in this Agreement.

ULSTER HEALTH WELLCARE OF NEW YORK, INC.
CARE ALLIANCE IPA, INC.

AMENDMENT TO IPA SERVICE AGREEMENT

This Agreement is dated this 31 TH day of July, 1999 (the "Effective
Date"), by and between WELLCARE OF NEW YORK, INC., a New York business
corporation ("WellCare"), and COLUMBIA ▇▇▇▇▇▇ HEALTH CARE ALLIANCE IPA, INC., a
New York business corporation ("IPA").

W I T N E S S E T H:
--------------------

NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and intending to be legally bound hereby, the parties agree as follows:

1. Amendment of the IPA Agreement to Remove FPA References. All references
to "FPA Medical Management, Inc." or "FPA" shall be deleted from the IPA
Agreement.

2. Amendment of Section 4.1(a) of the IPA Agreement. Section 4.1(a) of the
IPA Agreement is hereby amended by changing the fourth sentence thereof to read
as follows:

3. Amendment of Section 2.7 of the IPA Agreement. Section 2.7 of the IPA
Agreement is

-2-

hereby amended in its entirety to read as follows:

4. Amendment of Section 3.2 of the IPA Agreement. Section 3.2 of the IPA
Service Agreement is hereby amended by:

(ii) deleting clause (b) thereof.

In addition, Attachment 3.2 to the IPA Service Agreement is also deleted in its
entirety.

5. Amendment of Section 6.1 of the IPA Agreement. Section 6.1 of the IPA
Agreement is hereby amended in its entirety to read as follows:

"6.1 Term. The term of this Agreement shall commence on the Effective Date
and shall continue through July 31, 2002."

6. Amendment of Section 6.2(d). Section 6.2(d) of the IPA Agreement is
hereby amended by adding a new sentence at the end thereof reading as follows:

7. Amendment of Section 6.2(e) of the IPA Agreement. Section 6.2(e) of the
IPA Agreement is hereby deleted in its entirety.

-3-

8. Amendment of Section 6.3 of the IPA Agreement. Section 6.3 of the IPA
Agreement is deleted in its entirety.

9. Amendment of Attachment 4.1. Attachment 4.1 to the IPA Agreement is
hereby amended by deleting Section 4 "Quality and Utilization Based
Compensation" in its entirety.

10. Other Terms and Provisions of the IPA Agreement. All other terms and
provision of the IPA Agreement remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement intending to
be bound from the date set forth in this Agreement.

COLUMBIA ▇▇▇▇▇▇ HEALTH WELLCARE OF NEW YORK, INC.
CARE ALLIANCE IPA, INC.

AMENDMENT TO IPA SERVICE AGREEMENT

This Agreement is dated this 31 TH day of July, 1999 (the "Effective
Date"), by and between WELLCARE OF NEW YORK, INC., a New York business
corporation ("WellCare"), and CAPITAL DISTRICT HEALTH CARE ALLIANCE IPA, INC., a
New York business corporation ("IPA").

W I T N E S S E T H:
--------------------

WHEREAS, WellCare and IPA, as a successor to PC, entered into an IPA
Service Agreement dated April 21, 1998, (the "IPA Agreement"), under which IPA
has agreed to arrange for the provision of, and be responsible for the payment
to IPA Physicians and all other providers who provide, primary and certain
specialty health care services to IPA Members;

WHEREAS, the Commissioner (as defined herein) has approved this Agreement
as to form.

NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and intending to be legally bound hereby, the parties agree as follows:

1. Amendment of Section 4.1(a) of the IPA Agreement. Section 4.1(a) of the
IPA Agreement is hereby amended by changing the fourth sentence thereof to read
as follows:

2. Amendment of Section 6.1 of the IPA Agreement. Section 6.1 of the IPA
Agreement is hereby amended in its entirety to read as follows:

"6.1 Term. The term of this Agreement shall commence on the Effective Date
and shall continue through July 31, 2002."

-2-

3. Amendment of Section 6.2(d). Section 6.2(d) of the IPA Agreement is
hereby amended by adding a new sentence at the end thereof reading as follows:

4. Amendment of Attachment 4.1. Attachment 4.1 to the IPA Agreement is
hereby amended by deleting Section 3 "Quality and Utilization Based
Compensation" in its entirety.

5. Amendment of Section 6.2(e) and (f) of the IPA Agreement. Sections
6.2(e) and 6.2(f) of the IPA Agreement are hereby deleted in their entirety.

6. Other Terms and Provisions of the IPA Agreement. All other terms and
provision of the IPA Agreement remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement intending to
be bound from the date set forth in this Agreement.

CAPITAL DISTRICT HEALTH WELLCARE OF NEW YORK, INC.
ALLIANCE IPA, INC.

AGREEMENT PRIMERGY, INC. PROMEDCO OF THE HUDSON VALLEY, INC. PROMEDCO MANAGEMENT COMPANY AND

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