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                                                                   EXHIBIT 10.20


      SECOND AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN CHARLES M. FERNANDEZ
                    ("EXECUTIVE") AND CONTINUCARE CORPORATION
                   (F/K/A ZANART ENTERTAINMENT INCORPORATED)
  (HEREINAFTER THE "COMPANY"), ENTERED INTO AS OF THE 1ST DAY OF NOVEMBER, 1999

         In consideration of the sum of $1 and other good and valuable
consideration the receipt of which is hereby acknowledged, the employment
agreement between the Company and the Executive dated September 11, 1996
("Agreement") as amended by agreement dated as of July 12, 1999 is hereby
further amended effective as of the date hereof as follows:

         1.  The Agreement shall no longer be deemed an employment
agreement. The Agreement shall hereafter be deemed a compensation agreement for
services rendered in connection with the Executives duties as Chairman of the
Board of the Company.

         2.  Paragraph 1.2 of the Agreement is hereby amended to read as
follows:

                           "1.2. DUTIES OF EXECUTIVE. During the term of this
                  Agreement, the Executive shall serve as Chairman of the Board
                  of the Company, shall diligently perform all services as may
                  be assigned to him by the Board, and shall exercise such power
                  and authority as may from time to time be delegated to him by
                  the Board. The Executive shall devote a reasonable portion of
                  his business time and attention to the business and affairs of
                  the Company, and he shall render such services to the best of
                  his ability, and use his best efforts to promote the interests
                  of the Company. Additionally, any services that may be
                  assigned to the Executive shall not interfere with any outside
                  obligation that the Executive may have.

         3.  Paragraph 3.1 of the Agreement is hereby amended to read as
follows:

                           "3.1 BASE SALARY. The Executive shall receive a base
                  salary at the annual rate of Fifty Thousand Dollars ($50,000)
                  (the "Total Compensation") during the Term of this Agreement,
                  with such Total Compensation payable in installments
                  consistent with the Company's normal payroll schedule."

         4.  Paragraph 3.2 of the Agreement is hereby deleted in its entirety.

         5.  Any indemnification previously supplied by the Company to the
Executive shall remain in full force and effect.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
                             CONTINUCARE CORPORATION


                             By:   /s/ SPENCER J. ANGEL
                                   ------------------------------------------
                                   Spencer J. Angel, Chief Operating Officer


                             By:   /s/ CHARLES M. FERNANDEZ
                                   ------------------------------------------
                                  Charles M. Fernandez