<PAGE>   1
                                                                     EXHIBIT 4.1

NEITHER THIS NOTE, NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF, HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT OF
1933 AND THIS NOTE HAS BEEN, AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF,
WILL BE, ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN
CONNECTION WITH, ANY DISTRIBUTION THEREOF. NO SUCH SALE OR OTHER DISPOSITION MAY
BE MADE WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933 RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY (AS THAT TERM IS DEFINED BELOW) AND ITS COUNSEL, THAT SAID REGISTRATION
IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

                             CONTINUCARE CORPORATION
                           CONVERTIBLE PROMISSORY NOTE

$912,195                                                     NEW YORK, NEW YORK
                                                                  JUNE 30, 2001

         1. PRINCIPAL AND INTEREST. Continucare Corporation (the "Company"), a
Florida corporation, for value received, hereby promises to pay to the order of
Frost Nevada Limited Partnership (the "Holder") in lawful money of the United
States, the principal amount of Nine Hundred Twelve Thousand One Hundred Ninety
Five Dollars ($912,195) (the "Principal Amount"), together with simple interest
at the rate of Seven Percent (7%) per annum. Payments shall be made by wire
transfer to an account designated by the Holder. If a Payment Date is not a
Business Day (as hereinafter defined), payment will be made on the next Business
Day and interest shall accrue for the intervening period. Accrued interest shall
be payable in cash semi-annually in arrears on each December 31 and June 30,
commencing December 31, 2001, and upon maturity; however, if the indebtedness
subject to this Note is converted as set forth in Section 2, then accrued
interest shall be converted as in accordance with Section 2. Additionally,
notwithstanding any provision of this Note, it is the intent and agreement of
the Holder that in the event any interest specified herein is found to violate
any applicable law or regulation, that this Note shall be construed or deemed
amended so that the interest is reduced to the extent necessary to comply with
such applicable law or regulation.

         As used in this Note, "Business Day" shall mean any day other than a
day on which commercial banks in Miami, Florida are authorized or required by
law to close.

         Principal and any accrued interest on this Note is due and payable, if
not earlier converted pursuant to Section 2 hereof, any time on or after October
31, 2005 (the "Maturity Date"), upon demand by the Holder to the Company. Unless
this Note is converted in accordance with Section 2 hereof, payment of principal
and interest shall be made in lawful money of the United States to the Holder of
this Note via wire transfer to any account designated by the Holder, at the
option of the Holder, at such other place in the United States as the Holder
shall have designated to the Company in writing.




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         This Note shall not be prepaid by the Company, in whole or in part,
without the consent of the Holder.

         2. CONVERSION.

         (a) VOLUNTARY CONVERSION. All, but not less than all, of the principal
and accrued interest of this Note may, at the written election of the Holder,
convert into shares of the Company's common stock (the "Common Stock") at a
conversion price of One Dollar ($1.00) per share (the "Conversion Price").

         If, at any time after the date hereof, there occurs, with respect to
the Common Stock, a reclassification, stock split, stock dividend, spin-off or
distribution, share combination or other similar change affecting the Common
Stock as a whole and all holders thereof, or if the Company shall consolidate
with, or merge with or into, any other entity, sell or transfer all or
substantially all its assets or engage in any reorganization, reclassification
or recapitalization which is effected in such a manner that the holders of
Common Stock are entitled to receive stock, securities, cash or other assets
with respect to or in exchange for Common Stock (each, an "Adjustment Event"),
the Conversion Price and the kind and amount of stock, securities, cash or other
assets issuable upon conversion of this Note in effect at the time of the record
date for such dividend or distribution or of the effective date of such share
combination, split, consolidation, merger, sale, transfer, reorganization,
reclassification or recapitalization shall be appropriately adjusted so that the
conversion of the Note after such time shall entitle the Holder to receive the
aggregate number of shares of Common Stock or securities, cash and other assets
which, if this Note hade been converted immediately prior to such time, the
Holder would have owned upon such conversion and been entitled to receive by
virtue of such Adjustment Event.

         The Company shall reserve and shall at all times have reserved out of
its authorized but unissued shares of Common Stock sufficient shares of common
Stock to permit the conversion of the unpaid principal amount and accrued
interest as provided for herein. The Company shall list such shares on any
national securities exchange on which the Common Stock is then listed. If the
Holder converts this Note, the Company shall pay any documentary, stamp or
similar issue or transfer tax due on such conversion, except that the Holder
shall pay any such tax due because the shares are issued in the name other than
the Holder.

         (b) MECHANICS OF CONVERSION. The conversion right may be exercised by
the Holder by the surrender at the principal office of the Company of this Note
(or of any replacement Note issued hereunder) with a written notice of election
to convert. Conversion shall be deemed to have been effected on the date when
such delivery of the conversion notice is actually made or, if earlier, at the
expiration of three (3) calendar days after being sent to the Company by the
Holder by registered or certified mail, return receipt requested, with postage
thereon fully prepaid. As promptly as practicable thereafter, the Company shall
issue and deliver to or upon the written order of the Holder a certificate or
certificates for the number of full shares of Common Stock as may be determined
in accordance with the above provisions to which the Holder is entitled and a
check or cash with respect to any fractional interest in a share of such capital
stock. In lieu of any fractional shares of capital stock to which the Holder
would otherwise be entitled, the Company shall pay cash equal to the product of
such fraction multiplied by the fair market value of one





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share of Common Stock, as determined in good faith by the Board of Directors of
the Company. The person in whose name the certificate or certificates for such
Common Stock are to be issued shall be deemed to have become a shareholder of
record on the next succeeding after the date of conversion on which the transfer
books are open. The Company covenants that all shares which may be issued upon
conversion hereof will, upon issuance, be fully paid and non-assessable and free
from all taxes, liens and charges caused or created by the Company with respect
to the issue thereof.

         3. NOTICES. Any notice, other communication or payment required or
permitted hereunder shall be in writing and shall be deemed to have been given
upon delivery if personally delivered or upon deposit if deposited in the United
States mail for mailing by certified mail, postage prepaid, or sent via Federal
Express or similar overnight courier service, or sent by facsimile or other
electronic medium, with confirmation, at their addresses as follows:

                 If to the Holder:            Frost Nevada Limited Partnership
                                              3500 Lakeside Court
                                              Suite 200
                                              Reno, NV  89509
                                              Facsimile:  775-827-2185

                 with a copy to:              David Moskowitz
                                              1890 Rose Cottage Lane
                                              Malvern, PA  19355

                 If to Company:               Continucare Corporation
                                              80 S.W. 8th Street, Suite 2350
                                              Miami, Florida 33130
                                              Facsimile: 305-579-1400
                                              Attention:  Spencer J. Angel,
                                                          President and Chief
                                                          Executive Officer

Each of the above addressees may change its address for purposes of this
paragraph by giving to the other addressee notice of such new address in
conformance with this paragraph.

         4. EVENTS OF DEFAULT. Upon the occurrence of any of the following
events (herein called "Events of Default"):

                  (i) (a) The Company shall commence, or consent to the entry of
an order for relief in, any proceeding or other action relating to it in
bankruptcy or seek reorganization, arrangement, readjustment of its debts,
receivership, dissolution, liquidation, winding-up, composition or any other
relief under any bankruptcy law, or under any other insolvency, reorganization,
liquidation, dissolution, arrangement, composition, readjustment of debt or any
other similar act or law, of any jurisdiction, domestic or foreign, now or
hereafter existing; or (b) the Company shall admit the material allegations of
any petition or pleading in connection with any such proceeding; or (c) the
Company shall apply for, or consent or acquiesce to, the appointment of a
receiver, conservator, trustee or similar officer for it or for all or a
substantial





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part of its property; or (d) the Company shall make a general assignment for the
benefit of creditors;

                  (ii) (a) The commencement of any proceedings or the taking of
any other action against the Company in bankruptcy or seeking reorganization,
arrangement, readjustment of its debts, liquidation, dissolution, arrangement,
composition, or any other relief under any bankruptcy law or any other similar
act or law of any jurisdiction, domestic or foreign, now or hereafter existing
and the continuance of any of such events for sixty (60) days undismissed,
unbonded or undischarged; or (b) the appointment of a receiver, conservator,
trustee or similar officer for the Company for any of its property and the
continuance of any of such events for sixty (60) days undismissed, unbonded or
undischarged; or (c) the issuance of a warrant of attachment, execution or
similar process against any of the property of the Company and the continuance
of such event for sixty (60) days undismissed, unbonded and undischarged;

                  (iii) The Company defaults under any loan, extension of credit
or security agreement and, as a result of such default the holder of the Debt
Obligation exercises the holder's right to call the debt obligation in default
and accelerate payment due thereunder with respect to borrowed money (a "Debt
Obligation") that would materially affect any of the Company's property or the
Company's ability to repay this Note or perform the obligations under this Note,
with the exception of the currently outstanding indebtedness with Humana Medical
Plans, Inc. in the amount of approximately $4,000,000.

                  (iv) Any judgment or judgments against the Company involving
liability or any attachment, levy or execution against any of its properties for
any amount in excess of $150,000 in the aggregate shall remain unpaid, or shall
not be released, discharged, dismissed, stayed or fully bonded for a period of
sixty (60) days or more after its entry, issue or levy; or

                  (v) The Company fails or refuses to make any payment of
interest or principal with respect to this Note when such payment becomes due
and payable in accordance with the terms hereof and such default continues for a
period of ten (10) days after receipt by the Company of a written notice of such
default from the Holder;

then, and in any such event, the Holder, at its option and with written notice
to the Company, may declare the entire principal amount of this Note then
outstanding together with accrued unpaid interest thereon immediately due and
payable, and the same shall forthwith become immediately due and payable without
presentment, demand, protest, or other notice of any kind, all of which are
expressly waived. The Events of Default listed herein are solely for the purpose
of protecting the interests of the Holder of this Note. If the Note is not paid
in full upon acceleration, as required above, interest shall accrue on the
outstanding principal of and interest on this Note from the date of the Event of
Default up to and including the date of payment at a rate equal to the lesser of
fifteen percent (15%) per annum or the maximum interest rate permitted by
applicable law.

         Upon the occurrence of a default under this Note (whether or not it has
become an Event of Default), the Company agrees to pay the costs, expenses,
attorneys', and other fees paid or incurred by the Holder, or adjudged by a
court, including: (i) costs of suit and such amount as




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the court adjudges for the fees of an attorney in an action to enforce this Note
in whole or in part; and (ii) reasonable costs of collection, costs and expenses
of, and attorneys' fees incurred or paid towards, the collection, enforcement,
or sale of this Note in whole or in part, or of any security for it.

         5. CHANGE OF CONTROL.

         (a) In the event that a Change of Control (as hereinafter defined) (the
date of such occurrence being the "Change of Control Date") occurs, the Holder
shall have the right, at the Holder's option, to require the Company to purchase
this Note for a cash purchase price equal to the unpaid principal amount of this
Note and accrued interest thereon (the "Change of Control Amount") on the Change
of Control Payment Date (as hereinafter defined).

         (b) Within 10 Business Days following the Change of Control Date, the
Company shall send a notice to the Holder that a Change of Control has occurred.

         (c) No earlier than 10 Business Days nor later than 20 Business Days
from the date of the notice of the Change of Control Date, other than as may be
required by law (the "Change of Control Payment Date"), the Holder shall send,
by first-class mail, postage prepaid, a notice to the Company requesting
purchase of the Note, together with this Note, properly endorsed for transfer.

         (d) In the event that the Holder elects not to tender this Note, this
Note will continue to accrue interest.

         (e) The Company will comply with any tender offer rules under the
Exchange Act which then may be applicable in connection with the repurchase of
this Note as a result of a Change of Control. If the provisions of any
securities laws or regulations conflict with provisions of this Note, in
reliance on an opinion of counsel, the Company may comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligation under this Note by virtue thereof.

         (f) On the Change of Control Payment Date, the Company shall (A) accept
for payment this Note validly tendered pursuant to the terms set forth herein,
(B) pay the Holder the Change of Control Amount therefor in cash as provided
above and (C) cancel the Note. Unless the Company defaults in the payment for
the Note tendered, interest will cease to accrue with respect to the Note
tendered and all rights of holders of such tendered Note will terminate, except
for the right to receive payment therefor on the Change of Control Payment Date.

         (g) For the avoidance of doubt, nothing in this "Change of Control"
section shall restrict the right of the Holder, in connection with a Change of
Control, to convert and to receive the kind and amount of consideration payable
to holders of Common Stock in respect of the Common Stock into which the Notes
may be converted.




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         (h) As used in this "Change of Control" section, "Change of Control"
means:

            (i) any Person (including any syndicate or group deemed to be a
"Person" under Section 13(d)(30 of the Exchange Act), other than the Company,
any Subsidiary of the Company or any current or future employee or director
benefit plan of the Company or any Subsidiary of the Company or any entity
holding capital stock of the Company for or pursuant to the terms of such plan,
or an underwriter engaged in a firm commitment underwriting in connection with a
public offering of capital stock of the Company, is or becomes the beneficial
owner, directly or indirectly, through a purchase, merger or other acquisition
transaction or series of transactions of shares of Common Stock of the Company
entitling such Person to exercise 50% or more of the total voting power of all
shares of Common Stock of the Company entitled to vote generally in the election
of directors;

            (ii) the Company sells or transfers all or substantially all of the
assets of the Company to another Person;

            (iii) there occurs any consolidation of the Company with, or merger
of the Company into, any other Person, any merger of another Person into the
Company (other than a merger (a) which does not result in any reclassification,
conversion, exchange or cancellation of outstanding shares of Common Stock, (b)
which is effected solely to change the jurisdiction of incorporation of the
Company and results in a reclassification, conversion or exchange of outstanding
shares of Common Stock solely into shares of Common Stock, or (c) a transaction
in which the shareholders of the Company immediately prior to such transaction
owned, directly or indirectly, immediately following such transaction, at least
a majority of the combined voting power of the outstanding voting stock of the
Company resulting from the transaction, such stock to be owned by such
shareholders in substantially the same proportion as their ownership of the
voting stock of the Company immediately prior to such transaction);

            (iv) a change in the Board of Directors of the Company in which the
individuals who constituted the Board of Directors of the Company at the
beginning of the 24-month period immediately preceding such change (together
with any other director whose election by the Board of Directors of the Company
or whose nomination for election by the shareholders of the Company was approved
by a vote of at least a majority of the directors then in office either who were
directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority of the directors then in office; or

            (v) the Common Stock of the Company is the subject of a "Rule 13e-3
transaction" as defined under the Exchange Act of 1934, as amended.

         Notwithstanding the foregoing, in no event shall a Change of Control be
deemed to have occurred as a result of a transaction involving the Holder, Dr.
Phillip Frost, or a related entity.

         6. SUBORDINATION. The indebtedness evidenced by this Note, including
payment of principal, interest and all other monetary claims, including such
monetary claims as may result from rights of repurchase, is hereby expressly
subordinated, to the extent and in the manner





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hereinafter set forth, in right of payment to the prior payment in full of all
the Company's Senior Indebtedness (as hereinafter defined), whether outstanding
as of the date hereof or thereafter incurred.

         (a) As used herein, the term "Senior Indebtedness" means, with respect
to the Company, any of the following (without duplication): (i)(A) any liability
or obligation of the Company for borrowed money (including, without limitation,
principal of and premium, if any, interest, fees, penalties, expenses,
collection expenses, and other obligations in respect thereof, and, to the
extent permitted by applicable law, interest accruing after the filing of a
petition initiating any proceeding under the bankruptcy law (Title 11, U.S.
Code, or any similar federal or state law for the relief of debtors) whether or
not allowed as a claim in such proceeding), whether or not evidenced by bonds,
debentures, notes or other written instruments, and any other liability or
obligation evidenced by notes, bonds, debentures or similar instruments whether
or not contingent, (B) any deferred payment obligation of the Company for the
payment of the purchase price of property or assets evidenced by a note or
similar instrument (excluding any obligation for trade payables or constituting
the deferred purchase price of property or assets which is not evidenced by a
note or similar instrument and which is unsecured), (C) any capital lease
obligations (which shall mean, at the time any determination thereof is to be
made, any obligation of such person for the payment of rent or other amounts
under a lease of property or assets which obligation is required to be
classified and accounted for as a capitalized lease on the balance sheet of such
person under generally accepted accounting principles) of the Company, (D) all
obligations of the Company under interest rate and currency swaps, floors, caps,
or similar arrangements intended to fix interest rate obligations or currency
fluctuation risks, (E) all obligations of the Company evidenced by a letter of
credit or any reimbursement obligation of the Company in respect of a letter of
credit, (F) all obligations of others secured by a lien to which any of the
properties or assets of the Company are subject (including, without limitation,
leasehold interests and any intangible property rights), whether or not the
obligations secured thereby have been assumed by the Company or shall otherwise
be the Company's legal obligation and, with respect to any of the foregoing
items described in clauses (A) through (F) above, whether outstanding on the
date of execution of this Note or hereafter created, incurred or assumed and (G)
all obligations of others of the kinds described in the preceding clauses (A),
(B), (C), (D) or (E) assumed by or guaranteed by the Company and the obligations
of the Company under guarantees of any such obligations; and (ii) any
amendments, renewals, extensions, deferrals, modifications, refinancing and
refunding of any of the foregoing. "Senior Indebtedness" shall not include: (i)
indebtedness that by the terms of the instrument or instruments by which such
indebtedness was created or incurred expressly provides that it (A) is junior in
right of payment to the Note or (B) ranks pari passu in right of payment with
the Note, (ii) any repurchase, redemption or other obligation in respect of
Disqualified Capital Stock (which shall mean, any capital stock of such person,
by its terms (or by the terms of any security into which it is convertible or
for which it is exercisable, redeemable or exchangeable), matures, or is
manditorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, in whole or in part on or
prior to the maturity of this Note), (iii) any indebtedness of the Company to
any subsidiary of the Company or to any affiliate of the Company, (iv) any
indebtedness incurred in connection with the purchase of goods, assets,
materials or services in the ordinary course of business or representing amounts
recorded as accounts payable, trade payables (which are unsecured) or other



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current liabilities (other than for borrowed money) or deferred revenue and
deposits of the Company on the books of the Company (other than the current
portion of any long-term indebtedness of the Company that, but for this clause
(iv), would constitute Senior Indebtedness), (v) any indebtedness of or amount
owed by the Company to employees for services rendered to the Company or in
connection with the severance of employment, (vi) any liability for Federal,
state, local or other taxes owing or owed by the Company or (vii) obligations in
respect of this Note.

         (b) Upon any payment or distribution of assets to creditors upon any
liquidation, dissolution, winding up, reorganization, assignment for the benefit
of creditors, marshaling of assets or any bankruptcy, insolvency or similar
proceedings of the Company: (i) holders of all Senior Indebtedness then
outstanding shall be entitled to receive payment in full in cash of all amounts
owing with respect to all Senior Indebtedness before the Holder shall be
entitled to receive any payment on or with respect to this Note; and (ii) until
all Senior Indebtedness is paid in full in cash, any distribution to which the
Holder would be entitled but for this Section 6 shall be made to holders of
Senior Indebtedness as their interests may appear, except that the Holder may
receive any securities provided for by a plan of reorganization or readjustment
authorized by a court of competent jurisdiction in a reorganization proceeding
in which the rights of holders of Senior Indebtedness are not altered without
the consent of such holders, which consent is deemed to have been given if such
holders, individually or as a class, approve such plan.

         The consolidation of the Company with, or the merger of the Company
into, another person or the liquidation or dissolution of the Company following
the conveyance or transfer of the properties and assets of the Company
substantially as an entirety to another person upon the terms and conditions set
forth in Section 5 shall not be deemed a liquidation, dissolution, winding up,
reorganization, insolvency, receivership or similar proceeding of the Company
for the purposes of this Section 6.

         (c) Unless Section 6(b) shall be applicable, upon the occurrence of any
default in the payment of any obligation on or with respect to any Senior
Indebtedness, whether with respect to scheduled payments or amounts due upon
acceleration (a "Payment Default"), then no payment or distribution of any
assets of the Company of any kind or character shall be made by the Company on
account of principal or interest on this Note or on account of the purchase of
this Note or any of the obligations of the Company under the Note unless and
until such Payment Default shall have been cured or waived or shall have ceased
to exist or such Senior Indebtedness shall have been discharged or paid in full,
immediately after which the Company shall resume making any and all required
payments, including missed payments, in respect of its obligations under the
Note.

         (d) In the event that any payment or distribution of assets of the
Company of any kind or character not permitted by Sections 6(b) or 6(c), whether
in cash, property or securities, shall be received by the Holders of this Note
before all Senior Indebtedness is paid in full in cash, such payment or
distribution shall be received and held in trust for the benefit of the holders
of Senior Indebtedness and shall forthwith be paid over or delivered by the
Holder of this Note back to the Company for Distribution to the holders of
Senior Indebtedness (pro rata to each such holder on the basis of the respective
amounts of Senior Indebtedness held by such holder).



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         (e) Without notice to or the consent of the Holder, the holders of
Senior Indebtedness may at any time and from time to time, without impairing or
releasing the subordination herein made, change the manner, place or terms of
payments, or change or extend the time of payment of or renew or alter the
Senior Indebtedness, or amend or supplement in any manner any instrument
evidencing the Senior Indebtedness, any agreement pursuant to which the Senior
Indebtedness was issued or incurred or any instrument securing or relating to
the Senior Indebtedness; release any person liable in any manner for the payment
or collection of the Senior Indebtedness; exercise or refrain from exercising
any rights in respect of the Senior Indebtedness against the Company or any
other person; apply any moneys or other property paid by any person or released
in any manner to the Senior Indebtedness; or accept or release any security for
the Senior Indebtedness.

         (f) After all Senior Indebtedness is paid in full and until this Note
is paid in full, the Holder shall be subrogated to the rights of holders of
Senior Indebtedness to receive distributions applicable to Senior Indebtedness
to the extent that distributions otherwise payable to the Holder has been
applied to the payment of Senior Indebtedness. A distribution made or payment
over made under this Section 6 to holders of Senior Indebtedness which otherwise
would have been made to the Holder is not, as between the Company, its creditors
other than the holders of Senior Indebtedness and the Holder, a payment or
distribution by the Company on or on account of Senior Indebtedness, it being
understood that the provisions of this Section 6 are, and are intended, solely
for the purpose of defining the relative rights of the Holder, on the one hand,
and the holders of Senior Indebtedness, on the other hand.

         (g) Nothing contained in this Note, is intended to or shall alter or
impair, as between the Company, its creditors other than the holders of Senior
Indebtedness, and the Holder, the obligation of the Company, which is absolute
and unconditional, to pay to the Holder the principal of and interest on this
Note as herein prescribed, or to affect the relative rights of the Holder and
creditors of the Company other than the holders of Senior Indebtedness, nor
shall anything herein or therein prevent the Holder from exercising all remedies
otherwise permitted by applicable law upon default under this Note, subject to
the right, if any, under this Section 6 of the holders of the Senior
Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy.

         (h) The Holder acknowledges and agrees that the foregoing subordination
provisions are, and are intended to be, an inducement and a consideration to
each holder of any Senior Indebtedness (by its original terms or amendment
thereof), whether such Senior Indebtedness was created or acquired before or
after the issuance of this Note, to acquire and hold, or to continue to hold,
such Senior Indebtedness, and such holder of Senior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and
continuing to hold, or in holding, such Senior Indebtedness. The subordination
provisions in this Section 6 may be enforced directly by the holders of Senior
Indebtedness.

         (i) No present or future holder of Senior Indebtedness shall be
prejudiced in his right to enforce subordination of the indebtedness evidenced
by this Note by any act or failure to act in good faith by any such holder or by
noncompliance by the Company with the terms and




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provisions and covenants herein regardless of any knowledge thereof any such
holder may have or otherwise be charged with.

         (j) Notwithstanding the foregoing, unless otherwise agreed to by the
Holder, this Note shall be deemed pari passu with all current and future
convertible subordinated notes of the Company.

         7. TREATMENT OF NOTE. To the extent permitted by generally accepted
accounting principles, the Company will treat, account and report the Note as
debt and not equity for accounting purposes and with respect to any returns
filed with federal, state or local tax authorities.

         8. NO SHAREHOLDER RIGHTS. Nothing contained in this Note shall be
construed as conferring upon the Holder or any other person the right to vote or
to consent or to receive notice as a shareholder in respect of meetings of
shareholders for the election of directors of the Company or any other matters
or any rights whatsoever as a shareholder of the Company; and no dividends or
interest shall be payable or accrued in respect of the Common Stock that may be
issuable upon conversion of this Note until, and only to the extent that, this
Note shall have been converted.

         9. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, excluding that body of law
relating to conflict of laws.

         10. ASSIGNABILITY. This Note may be assigned by the Holder to any
affiliate (which shall have the meaning set forth in Rule 501(b) under the
Securities Act of 1933, as amended) of the Holder from time to time without
consent of the Company, but not otherwise, and in the event of such assignment,
the obligations of the Company shall inure to the benefit of all such permitted
assigns.

         11. WAIVERS. Company hereby waives presentment, demand for performance,
notice of non-performance, protest, notice of protest and notice of dishonor. No
delay on the part of the Holder in exercising any right hereunder shall operate
as a waiver of such right or any other right. This Note is being delivered in
and shall be construed in accordance with the laws of the State of Florida,
without regard to the conflicts of laws provisions thereof.

                                       CONTINUCARE CORPORATION



                                       By: /s/ Spencer J. Angel
                                          -------------------------------------
                                          Spencer J. Angel, President and
                                          Chief Executive Officer


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