[2] WellCare Signs Agreement to Acquire Alabama HMO.

KINGSTON, NY--(BW HealthWire)--Dec. 8, 1999--

The WellCare Management Group, Inc. (WellCare) (OTC BB: WELL), parent company of WellCare of New York, Inc. (WCNY) and WellCare of Connecticut, Inc. (WCCT), today announced that it has signed a definitive agreement to acquire all of the outstanding and issued stock of DirectCare, Inc. (DirectCare), an Alabama licensed commercial Health Maintenance Organization. The terms of the transaction involve a capital infusion, in a form acceptable to WellCare, to allow for the growth and financial stability of DirectCare. Additionally, DirectCare shall exchange 100% of its outstanding and issued shares for 750,000 shares of WellCare stock and Comprehensive Health Management, Inc., an affiliate of WellCare, shall enter into a management agreement with DirectCare. The transaction is subject to certain customary conditions including clearance by the Alabama Department of Insurance and approval by DirectCare shareholders.

DirectCare is a network-model HMO, which became operational in January of 1998 after five years of successfully managing costs through an Independent Practice Association (IPA) environment. The company's founders are primarily the practicing physicians who serve as the core of its provider panel. DirectCare currently serves approximately 5,000 commercial and government-sponsored members in a seven county service area surrounding Montgomery, Alabama.

DirectCare currently operates under the leadership of Edgar G. Givhan, II, M.D. as Chairman and Medical Director, and T. David Lewis as President and Chief Executive Officer. Dr. Givhan and Mr. Lewis have worked together since 1989 when they established a local plan for a national managed care company, and subsequently in forming the IPA which led to the establishment of DirectCare. "Everything we have pursued has centered on the critical role of supportive physicians in the delivery of maximum healthcare value," said Givhan. Lewis added, "Having spent a great deal of time with Dr. Patel and his team at WellCare, we are confident that this acquisition supports our original mission with respect to our membership, providers and shareholders."

"Management is excited about the acquisition of DirectCare. The company's philosophy fits in line with our own, that is to have a true partnership amongst the Plan, the Providers and the Members. We look forward to Mr. Lewis and Dr. Givhan becoming part of the WellCare Management Team. Above all, Management feels the acquisition of DirectCare will allow us an opportunity to provide high quality, affordable health care in the State of Alabama," said Kiran C. Patel, M.D., Chairman, President and Chief Executive Officer of WellCare.

WellCare's service area extends from New York City to the southern Adirondacks, west into the Mohawk River Valley and Southern Tier counties, and east into Connecticut.

Cautionary Statement

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this release that are not historical facts are forward-looking statements, actual results may differ materially from those projected in the forward-looking statements which statements involve risks and uncertainties, including but not limited to, the following: the Company's ability to continue as a going concern; the inability to meet HMO statutory net worth requirements for WCNY or WCCT; the absence of a commercial line of business in WCNY until at least June, 2000; that increased regulation will increase health care expenses; that increased competition in the Company's markets or change in product mix will unexpectedly reduce premium revenue; that the Company will not be successful in increasing membership growth; that there may be adverse changes in Medicare and Medicaid premium rates set by federal and state governmental agencies; that health care costs in any given period may be greater than expected due to unexpected incidence of major cases, natural disasters, epidemics, changes in physician practices, and new technologies; that the Company will be unable to successfully expand its operations into its recently approved service areas, including New York City, Westchester County and State of Connecticut; that major health care providers will be unable to maintain their operations and reduce or eliminate their accumulated deficits. Investors are also directed to the other risks discussed in the Company's Form 10K for the fiscal year ended December 31, 1998 and Form 10-Q for the quarter ended September 30, 1999 as well as other documents filed by the Company with the Securities and Exchange Commission.