Needham, MA, August 1, 1997 -- CareMatrix Corporation, (AMEX: CMD), a fully integrated assisted living company, announced today that it intends, subject to market and other conditions, to raise $100 million (excluding the proceeds of the overallotment option, if any) through a private offering of convertible subordinated notes within the United States to qualified institutional investors and outside the United States to non-U.S. investors.

The Company stated that it intends to use the proceeds of the offering for general corporate purposes, including, but not limited to, capital expenditures and working capital and possible future acquisitions.

It is contemplated that the notes will be convertible into shares of common stock and will have a seven year term. No other terms were disclosed.

The securities to be offered will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and, unless registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

CareMatrix Corporation is a leading provider of senior housing services including assisted living, supportive independent living and specialized programs for people with Alzheimer=s disease.