HEALTHRITE INC.

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                          AMENDED PROXY STATEMENT AND
                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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To the Stockholders:

                  NOTICE IS HEREBY GIVEN that HealthRite Inc., a Delaware
corporation (the "Company") has determined to postpone its Annual Meeting
of Stockholders (the "Annual Meeting") to January 9, 1998, at 10:00 A.M.,
Eastern Time, and to move the location of the Annual Meeting to the University
Club, 1 West 54th Street, New York, New York. The record date for the
determination of stockholders entitled to vote at the Annual Meeting and at any
adjournment thereof will remain the close of business on November 12, 1997.

                  The determination to postpone the Annual Meeting was the
result of the lack of response from the holders of approximately 800,000 shares
of the Common Stock of the Company (representing approximately 20% of the
outstanding shares) with respect to the issues being presented at the Annual
Meeting, namely the election of seven directors of the Company and the proposal
to amend the Company's Stock Option Plan. In view of the importance of these
issues, management believes that as many stockholders as possible should have
the opportunity to express their views, and the postponement should allow that
to occur.

                  Management believes that the lack of response is due, in
large part, to the limited period during which the stockholders had time to
consider the matters to be presented at the Annual Meeting -- the Company's
Proxy Statement was initially distributed to the stockholders on or after
November 21, 1997, and the distribution of the Proxy Statements of the
Committee (the "Committee in Opposition") proposing a slate of seven directors
in opposition to management's slate did not commence until on or about
December 3, 1997.

                  Management also believes that the postponement of the Annual
Meeting will permit the Company to inform all the stockholders of the material
misstatements and omissions contained in the Committee in Opposition's proxy
materials which have been distributed to the stockholders.

                                            By order of the Board of Directors



                                            JOHN L. TEEGER
                                            Secretary

Dated:   December 17, 1997