JPMorgan Partners and Crystal Cove Partners Announce Acquisition of CareMore Medical Enterprises

Based in Downey, California, CareMore is a leading managedhealthcare provider serving approximately 20,000 Medicarebeneficiaries in Los Angeles and Orange counties. CareMore's healthplans have been the recipient of several industry awards includingHealthMetrix's Senior Gold Choice Award for best overall value in LosAngeles and Orange counties in 2005 and 2006. CareMore's uniqueclinical approach, which is focused on the proactive identificationand management of frail patients, preventive care programs andefficient cost management, leads to superior care delivery.

Crystal Cove Partners, comprised of Alan Hoops, Leeba Lessin, andJohn Kao, has more than 30 years of experience in successfullyestablishing and/or running some of the industry's leading healthcaremanagement companies, including PacifiCare and SecureHorizons.

JPMP teamed with Crystal Cove Partners to find a Medicare healthplan designed to succeed with the environment created by the passageof the Medicare Modernization Act (MMA). JPMP also works closely withits consulting partner, Nancy-Ann DeParle. Ms. DeParle was the formerhead of HCFA (now known as Centers for Medicare and Medicaid Services)and is currently a Commissioner of the Medicare Payment AdvisoryCommission (MedPAC), which advises Congress on Medicare policy andpayment issues. After evaluating a number of opportunities, the teamidentified CareMore as an ideal platform company. In the future,CareMore will seek to expand the scale of its unique clinical modelthrough additional provider partnerships and health plan acquisitions.

Alan Hoops, co-founder and former Chairman and CEO of PacifiCare,will be the Company's new Chairman and CEO. Sheldon Zinberg, M.D., thefounder and current Chairman and President of CareMore, will continueto work with the Company as Chairman Emeritus and as a member of theBoard of Directors.

Mr. Hoops commented: "The founders of CareMore have built anenterprise designed around the needs of seniors, especially the mostfrail. I admire what CareMore has achieved and look forward toexpanding on the strong foundation it has established."

"The JPMorgan Partners team is excited about this transaction.CareMore is a world-class health plan, and we intend to work with AlanHoops, his team and the management team at CareMore to execute a planto grow CareMore and make it even more successful in the future" saidStephen Murray, General Partner of JPMorgan Partners.

Dr. Zinberg added: "This transaction begins the next chapter inCareMore's remarkable history of caring for Medicare beneficiaries.The CareMore team is excited about this new partnership and theopportunities it offers to continue to enhance the company'sindustry-leading and cost-effective clinical care while growingoutside our traditional operating areas."

Completion of the transaction, which is subject to customaryclosing conditions and regulatory approval, is expected to occur inthe first quarter of 2006.

About JPMorgan Partners

JPMorgan Partners, LLC is a leading private equity firm withapproximately $11 billion in capital under management. Since itsinception in 1984, JPMP has invested over $15 billion worldwide inhealthcare, consumer, media, energy, industrial, financial services,hardware and software companies. Its global integrated network enablesJPMP to draw on expert resources residing within JPMorgan Chase, itsextensive portfolio and worldwide contact network. JPMP is a privateequity division of JPMorgan Chase & Co. (NYSE: JPM), one of thelargest financial institutions in the United States, and is aregistered investment adviser with the Securities and ExchangeCommission.