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In re THE WELLCARE MANAGEMENT             :                      Civil Action No.
GROUP, INC. SECURITIES LITIGATION            :                      96-CV-0521 (TJM/DRH)
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THIS DOCUMENT RELATES TO:                      :
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ALL ACTIONS                                                 :
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NOTICE OF SETTLEMENT OF CLASS
ACTION AND SETTLEMENT HEARING

TO:  ALL PERSONS WHO PURCHASED SHARES OF THE WELLCARE MANAGEMENT GROUP, INC. ("WELLCARE") COMMON STOCK DURING THE PERIOD MARCH 28, 1994 THROUGH AND INCLUDING MAY 14, 1996 (THE "CLASS PERIOD"), AND WERE DAMAGED THEREBY, EXCEPT WELLCARE, THE INDIVIDUAL DEFENDANTS, MEMBERS OF THE IMMEDIATE FAMILY OF EACH OF THE INDIVIDUAL DEFENDANTS, ANY SUBSIDIARY OR AFFILIATE OF ANY DEFENDANT AND THE DIRECTORS, OFFICERS, EMPLOYEES AND PARTNERS THEREOF, ANY ENTITY IN WHICH ANY EXCLUDED PERSON HAS A CONTROLLING INTEREST, AND THE LEGAL REPRESENTATIVES, HEIRS, SUCCESSORS AND ASSIGNS OF ANY EXCLUDED PERSON ("THE CLASS").

The purpose of this Notice is to inform you of the proposed settlement of this class action and the hearing to be held by the United States District Court for the Northern District of New York (the "Court") on January 10, 2000 to consider the fairness, reasonableness and adequacy of the proposed settlement (the "Settlement") set forth in the Stipulation of Settlement dated May 18, 1999 (the "Settlement Stipulation").

A. Statement of Plaintiffs Recovery: Pursuant to the Settlement described herein, a Settlement Fund consisting of $2,500,000 in cash, plus interest has been established. Plaintiffs estimate that there were approximately 5.777 million shares of WellCare common stock traded during the Class Period which may have been damaged as a result of the alleged wrongdoing described at paragraph 3 below. Plaintiffs estimate that the average recovery per damaged share of WellCare common stock under the Settlement is $0.43 per share before deduction of Court-awarded attorneys' fees and expenses. Depending on the number of claims filed, when during the Class Period a Class Member purchased his or her shares of WellCare common stock, and whether those shares were held at the end of the Class Period or sold during the Class Period, and if sold, when they were sold, an individual Class Member may receive more or less than this average amount.

A Class Member's distribution from the Settlement Fund will be governed by the Plan of Distribution, as approved by the Court. Under the relevant securities laws, a claimant's recoverable damages are limited to the losses attributable to the alleged fraud. Losses which resulted from factors other than the alleged fraud are not compensable from the Settlement Fund.

A detailed explanation of how each Class Member's claim will be calculated is set forth in the Plan of Distribution which appears at page 3 of this Notice.

B. Statement of Potential Outcome: An expert retained by Co-Lead Counsel for Plaintiffs has opined that, if plaintiffs prevailed on all of their claims against Defendants, the maximum amount of damages recoverable would be approximately $22.1 million or an average of approximately $3.827 per affected share. Counsel for Defendants also have retained an expert, who has concluded that, if Plaintiffs prevailed on all of their claims, it would be reasonable to utilize a damages model based upon expected price reactions to earnings-per-share restatements or revisions made by WellCare (among various damages models that could be constructed under various potential theories of the case). Utilizing that model, Defendants' expert concluded that Plaintiffs would recover damages in the maximum amount of $4,216,832 or $0.73 per share, and had this case gone to trial Defendants would have taken this position.

C. Statement of Attorneys' Fees and Expenses Sought: Plaintiffs' counsel intend to apply for an award of attorneys' fees in an amount not to exceed thirty-three and one-third per cent (33¹/₃%) of the Settlement Fund or $825,000 -- approximately $0.14 per share. Plaintiffs' counsel also intend to apply for reimbursement of their out-of-pocket expenses incurred in the prosecution of the Action to date, in an amount not to exceed $325,000, or approximately $0.06 per share. See Section VII, below.

D. Reasons for Settlement: The parties to this Settlement believe that it is fair, reasonable and adequate to the members of the Class. The parties have reached this conclusion after investigating and considering among other things, the strengths and weaknesses of Plaintiffs' claims against Defendants, the present financial condition of WellCare, the resources of the Individual Defendants, the uncertainties inherent in this complex litigation, and the benefit provided by the Settlement to the members of the Class. See Section II, below.

E. Identification of Attorneys' Representatives: Any questions regarding the Settlement should be directed to Co-Lead Counsel: Daniel L. Berger or Rochelle Feder Hansen, Bernstein Litowitz Berger & Grossmann LLP, 1285 Avenue of the Americas, New York, New York 10019, Tel. (212) 554-1400 or, Jerome M. Congress or Kenneth J. Vianale, Milberg Weiss Bershad Hynes & Lerach LLP, One Pennsylvania Plaza, Suite 4915, New York, New York 10119, Tel. (212) 594-5300. See Section VI, below.

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS WILL BE AFFECTED BY PROCEEDINGS IN THIS LITIGATION. PLEASE NOTE THAT, IF YOU ARE A CLASS MEMBER, YOU MAY BE ENTITLED TO SHARE IN THE PROCEEDS OF THE SETTLEMENT DESCRIBED IN THIS NOTICE. TO CLAIM YOUR SHARE OF THIS FUND, YOU MUST SUBMIT A VALID PROOF OF CLAIM ON OR BEFORE January 15, 2000 IN THE MANNER SET FORTH IN SECTION IV BELOW.

2.  Plaintiffs' Consolidated and Amended Class Action Complaint (the "Consolidated Complaint") in the Action asserts claims against WellCare, Edward A. Ullmann, formerly Chairman of the Board of Directors, President and Chief Executive Officer of WellCare, and Marystephanie Corsones, formerly Chief Finance Officer, Vice President and a member of the Board of Directors of WellCare. (Mr. Ullmann and Ms. Corsones are collectively referred to herein as the "Individual Defendants".) The Consolidated Complaint also asserts claims against WellCare's outside auditor Deloitte & Touche LLP ("Deloitte").

3.  The Consolidated Complaint charges Defendants with violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder in connection with alleged false and misleading statements made by them to further a purported common scheme to deceive the investing public and artificially inflate the price of WellCare's common stock on the open market. Plaintiffs allege that the materially false and misleading statements related to the financial condition, performance and results of operations of WellCare.

4.  On October 23, 1996, defendant WellCare and the Individual Defendants filed a motion to dismiss the Consolidated Complaint. Defendant Deloitte also filed a motion to dismiss the allegations against it in the Consolidated Complaint. On April 29, 1997, the District Court ruled on defendants' motions. The District Court denied defendant WellCare's and the Individual Defendants' motions to dismiss. It dismissed the allegations against Deloitte. On May 12, 1997, defendant WellCare moved to have the District Court clarify or reconsider the decision denying its motion to dismiss. On August 19, 1997, the District Court denied defendant WellCare's motion.

5.  By Order dated November 25, 1997, the District Court certified the Action to proceed as a class action on behalf of the following class: All persons who purchased shares of WellCare common stock during the period beginning March 28, 1994 through May 14, 1996, inclusive, and who were damaged thereby. Excluded from the Class are Defendants, members of the immediate family of each of the Individual Defendants, any subsidiary or affiliate of any Defendant and the directors, officers, employees and partners thereof, any entity in which any excluded person has a controlling interest, and the legal representatives, heirs, successors or assigns of any excluded person. A Notice of Pendency of Class Action was mailed to Class Members on or about December 30, 1997. Putative Class Members were allowed to exclude themselves from the Class on or before April 28, 1998.

6.  The parties entered into a Settlement Stipulation dated May 18, 1999. Under the terms of the Settlement, a Settlement Fund in the amount of $2,500,000 will be established for the benefit of the Class.

8.  Plaintiffs' counsel also considered the time and expense necessary to prosecute the Action through trial and the existence of serious questions of law and fact. They considered the fact that the continued prosecution of the Action would be subject to the inherent uncertainties associated with a jury trial, and the likelihood that, even if Plaintiffs were awarded a verdict or judgment against Defendants, such verdict or judgment, to the extent collectible, would be subject to appeals which could take years to resolve. Finally, Plaintiffs' counsel also considered the particular significant risks posed by WellCare's precarious financial condition, the limited resources available to defend this Action which, to the extent used in defense of the Action would concomitantly reduce the already limited amount available to satisfy any judgment which might be obtained, the sworn representations they obtained from each of the Individual Defendants as to their respective net worth, t heir lack of control over assets and lack of additional insurance policies which might be available to satisfy a judgment if the Action were to proceed to trial and the benefits that the Class will receive as a result of this Settlement.

9.  As a result of their investigations, discovery, expert advice and estimates of damages, and the very precarious financial condition of WellCare, Co-Lead Counsel for Plaintiffs and the Class have determined that the Settlement, is fair, adequate, reasonable, and in the best interests of the Class.

10.  Although WellCare and the Individual Defendants have denied and continue to deny any wrongdoing including, without limitation, all wrongdoing alleged by Plaintiffs in the Action; have denied and continue to deny any liability to Plaintiffs or the Class in the Action; and expressly state that nothing in the provisions of the Settlement Stipulation or the fact of the Settlement itself shall be construed or deemed to be evidence, an admission or a concession on the part of WellCare or either Individual Defendant, of any fault or liability whatsoever, they nonetheless consider it desirable that this Action be dismissed on the terms set forth in the Settlement Stipulation in order to avoid further expense, disruptions, distractions and the uncertainties of trial without conceding any infirmity in the defenses asserted in the Action.

11.  This Notice does not indicate any expression of opinion by the Court concerning the merits of the respective claims or defenses asserted in the Action. This Notice is sent merely to advise you of the proposed Settlement and of your rights in connection therewith.

13.  Pursuant to the Settlement, Plaintiffs and the Class will release all "Released Claims." "Released Claims" means all claims, demands, rights, liabilities and causes of action of every nature and description whatsoever, present or future, known or unknown, concealed or hidden, that have been, could have been or might in the future be asserted (including, without limitation, claims for negligence, gross negligence, breach of duty of care and/or breach of duty of loyalty, fraud, breach of fiduciary duty, or violations of any state or federal statutes, rules or regulations) by any Plaintiff or Class Member, and any entity now or previously controlled by any of them or by any of their heirs, executors, administrators, successors, assigns, representatives, agents and attorneys, against the Released Parties arising out of, or in any way relating to, either directly or indirectly, any of the acts, facts, events, transactions, occurrences, omissions or representations alleg ed, embraced or otherwise referred to in the Action, in the Consolidated Complaint or in any of the earlier complaints filed in the Action.

TO CLAIM ANY PAYMENTS FROM THE SETTLEMENT FUND, YOU MUST COMPLETE, SIGN AND SUBMIT THE ACCOMPANYING PROOF OF CLAIM AND RELEASE AND SUBSTITUTE W-9 ("PROOF OF CLAIM") AND SEND IT TOGETHER WITH APPROPRIATE DOCUMENTARY EVIDENCE OF EACH OF YOUR TRANSACTIONS IN SHARES OF WELLCARE COMMON STOCK DURING THE CLASS PERIOD, TO THE CLAIMS ADMINISTRATOR AT:

The WellCare Management Group, Inc. Securities Litigation
c/o The Garden City Group, Inc./Claims Administrator
P.O. Box 9337
Garden City, NY 11530-9337
Telephone 1-(888)-408-4561

TO BE CONSIDERED, YOUR PROOF OF CLAIM MUST BE MAILED BY FIRST-CLASS MAIL AND POSTMARKED ON OR BEFORE January 15, 2000.

15.  Each Proof of Claim shall be submitted to and reviewed by the Claims Administrator, under the supervision of Plaintiffs' Co-Lead Counsel, who shall determine the extent, if any, to which each claim shall be allowed, subject to ultimate approval by the Court.

16.  The Claims Administrator will notify, in writing, all persons whose Proofs of Claim are deficient or which have been rejected in whole or in part, and will set forth the reasons for any such deficiency or rejection. A reasonable time will be allowed to remedy deficiencies which are curable.

17.  Any member of the Class who has not excluded himself from the Settlement, in the manner provided for in the Notice of Pendency of Class Action will be bound by the Order and Final Judgment irrespective of whether that member has filed a Proof of Claim.

V.   PLAN OF DISTRIBUTION

(A) Recognized Loss will be calculated in the following manner:

(B)  The date of purchase or sale is the "contract" or "trade" date as distinguished from the "settlement" date. The determination of the purchase price and the sales price per share shall be exclusive of all commissions, taxes, fees and charges.

(C)  For all Authorized Claimants who purchased and/or sold shares of WellCare common stock in multiple transactions during the Class Period, Recognized Loss will be calculated on a "first in/first out" basis.

(D)  Any gains from purchases and sales during the Class Period will be used to offset any Recognized Losses.

(E)  In the event that the sum total of Recognized Losses of all Authorized Claimants is greater than or equal to the Net Settlement Fund, each Authorized Claimant shall receive his pro rata share of the Net Settlement Fund, which shall be that portion of his Recognized Loss that is equal to the ratio of the Net Settlement Fund divided by the total of all Recognized Losses. If the Net Settlement Fund exceeds the sum total amount of Recognized Losses of all Authorized Claimants, the excess amount in the Net Settlement Fund shall be distributed to Authorized Claimants on the pro rata basis discussed above, (i) until each Authorized Claimant has received consideration equal to the amount paid for shares of WellCare common stock (excluding commissions), less the amount realized (excluding commissions) from the sale of any such shares, if any; or (ii) if the Authorized Claimant continued to hold such shares as of the close of business on May 14, 1996, until such Authorized Claimant has received consideration equal to the amount paid for shares of WellCare common stock (excluding commissions), less $10.712, the average closing trading price of WellCare for the 90 day period following May 14, 1996.

(F) For purposes of determining the extent, if any, to which a member of the Class shall be entitled to be treated as an Authorized Claimant, the following conditions shall apply:

Upon approval of the Court of the proposed Settlement as provided for in the Settlement Stipulation (including any modification or amendment thereto approved by counsel for all parties), a judgment will be entered dismissing the Action against the Defendants and forever barring and enjoining Plaintiffs and every Class Member from commencing, instituting or prosecuting against any, some or all of the Released Parties, i.e., Defendants, the Insurance Carrier and any of their present and former directors, officers, employees, predecessors, subsidiaries, heirs, executors, administrators, successors, assigns, representatives, agents or attorneys, any action or other adversary proceeding in any court of law or equity, arbitration tribunal, or administrative forum, directly or representatively, with respect to the Released Claims.

21.  Any member of the Class who did not request exclusion from the Class pursuant to the terms of the Notice of Pendency of Class Action may appear at the Settlement Hearing in person or through counsel and be heard as to: (a) why the proposed Settlement should not be approved as fair, reasonable and adequate; (b) why a judgment should not be entered thereon; (c) why Plaintiffs' Counsel should not be awarded attorneys' fees, costs, and expenses, as requested; provided, however, that no Class Member shall be heard or entitled to contest the approval of the terms and conditions of the proposed Settlement, the Order and Final Judgment to be entered approving the same, the Plan of Distribution, or the fees, costs and expenses requested, unless on or before December 20, 1999: (i) such person has served, by hand or first-class mail written objections and copies of any supporting papers and briefs (which must contain proof of all purchases and sales of shares of Well Care common stock during the Class Period) upon Plaintiffs' Co-Lead Counsel:

Daniel L. Berger, Esq.                               Jerome M. Congress, Esq.
Rochelle Feder Hansen, Esq.                    Kenneth J. Vianale, Esq.
BERNSTEIN LITOWITZ                             MILBERG WEISS BERSHAD
  BERGER & GROSSMANN LLP                  HYNES & LERACH LLP
1285 Avenue of the Americas                    One Pennsylvania Plaza, Suite 4915
New York, New York 10019                       New York, New York 10119

and (ii) has filed said objections, papers, and briefs, showing due proof of service upon the above-noted counsel for Plaintiffs and upon counsel for Defendants with the Clerk of the United States District Court for the Northern District of New York, James T. Foley U.S. Courthouse, 445 Broadway, Room 345, Albany, New York 12207-2924. Any member of the Class who does not object in the manner provided shall be deemed to have waived such objection, and shall forever be foreclosed from making any objection to the fairness, adequacy or reasonableness of the proposed Settlement, the Plan of Distribution, the Order and Final Judgment to be entered approving the Settlement, or the attorneys' Fees and Expenses requested.

VIII.   SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES

Dated: September 29, 1999