<Page>

                             AGREEMENT TO REIMBURSE

         This Agreement to Reimburse (this "Agreement") is entered into as of
the 15th day of January, 2002 (the "Effective Date") by and between CYBERCARE,
INC., a Florida corporation ("CyberCare"), and Louis R. Capece ("Pledgor").

                                    RECITALS:

         WHEREAS, CyberCare is borrowing certain funds from Williams de Broe
("Lender") pursuant to a Debenture in the principal amount of $172,200, a copy
of which is attached as EXHIBIT A (the "Debenture");

         WHEREAS, Lender has required that CyberCare provide collateral in the
form of shares of common stock of CyberCare (the "Collateral") in order to
secure CyberCare's payment obligations under the Debenture;

         WHEREAS, CyberCare has requested that Pledgor make available certain
shares of CyberCare common stock owned by Pledgor, as set forth on EXHIBIT B
hereto (the "Pledgor Shares") for use by CyberCare in fulfilling the Lender's
requirement for the Collateral;

         WHEREAS, CyberCare is willing to reimburse Pledgor to the extent that
any of the Pledgor Shares which, by virtue of their use as Collateral, are
required to be released to or which are retained by or forfeited to the Lender,
and is willing to provide Pledgor with additional consideration for Pledgor's
agreement to make available the Pledgor Shares for the foregoing purpose; and

         WHEREAS, Pledgor is willing to make the Pledgor Shares available to
CyberCare and the Lender for purposes of assisting CyberCare in collateralizing
the obligations under the Debenture and is entering into a Pledge Agreement with
the Lender whereby the Pledgor Shares are being pledged to secure the
satisfaction of the obligations under the Debenture and the stock certificates
representing the Pledgor Shares are being delivered to the Lender, a copy of
which is attached as EXHIBIT C hereto (the "Pledge Agreement").

         NOW, THEREFORE, in exchange for the mutual promises set forth herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:

                                     TERMS:

1.      The foregoing Recitals are true and correct and, with any attachments
hereto, are hereby incorporated by reference.

2.      Pledgor hereby agrees to enter into the Pledge Agreement and to tender
to the Lender on behalf of CyberCare the Pledgor Shares for use in connection
with the collateralization of the obligations under the Debenture.


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3.      As consideration for the pledge of the Pledgor Shares, CyberCare hereby
agrees to provide to Pledgor a certificate representing such number of shares of
CyberCare common stock in restricted form as are equal to ten percent (10%) of
the number of Pledgor Shares, no later than April 28, 2002 (the "Return Date").

4.      CyberCare hereby agrees to assist Pledgor in obtaining the return of the
Pledgor Shares from the Lender upon the satisfaction of the obligations under
the Debenture. In the event that the Pledgor Shares have not been returned to
Pledgor on or prior to 10 days following the Return Date, CyberCare shall
provide to Pledgor a certificate representing such number of shares of CyberCare
common stock in restricted form as are equal to five percent (5%) of the number
of Pledgor Shares.

5.      If CyberCare shall fail to perform under the Debenture or if an event of
default under the Debenture or the Pledge Agreement shall occur and continue
beyond any applicable grace or notice period, or if for any reason Pledgor does
not obtain the return of the Pledgor Shares promptly on or before to the Return
Date, and in any case, to the extent that the Lender elects to retain any
portion of the Collateral Shares as setoff or in satisfaction of the obligations
under the Debenture or for any other reason (in each case, a "Collateral Loss"),
then CyberCare shall be obligated to provide Pledgor with such number of
replacement shares of CyberCare common stock as are equal to the number of
Pledgor Shares retained by Lender. The parties acknowledge that any replacement
shares issued to Pledgor hereunder shall be in restricted form, but with rights
similar to those applicable to forfeited Pledgor Shares. In addition, CyberCare
shall indemnify and defend Pledgor for all losses, damages, costs (including
reasonable legal fees) and liabilities Pledgor shall suffer or incur with
respect to any forfeiture or loss to the Lender in connection with the Pledge
Agreement or as a result of a Collateral Loss, including, without limitation,
any costs, taxes, or other amounts required to be paid by Pledgor because of the
transfer of such forfeited Pledgor Shares to the Lender.

6.      MISCELLANEOUS.

                  (a) At any time, and from time to time, each party will
execute such additional instruments and take such action as may be reasonably
requested by the other party to confirm or otherwise to carry out the intent and
purposes of this Agreement.

                  (b) This Agreement constitutes the entire Agreement between
the parties hereto with respect to the subject matter hereof. It supersedes all
prior negotiations, letters and understandings relating to the subject matter
hereof.

                  (c) This Agreement may not be amended, supplemented or
modified in whole or in part except by an instrument in writing signed by the
party or parties against whom enforcement of any such amendment, supplement or
modification is sought.

                  (d) This Agreement may not be assigned by any party hereto
without the prior written consent of the other party.


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                  (e) This Agreement will be interpreted, construed and enforced
in accordance with the laws of the State of Florida.

                  (f) The parties hereto and their respective legal counsel
participated in the preparation of this Agreement; therefore, this Agreement
shall be construed neither against nor in favor of any of the parties hereto,
but rather in accordance with the fair meaning hereof.

                  (g) The failure of any party at any time or times to require
performance of any provision of this Agreement will in no manner affect the
right to enforce the same. The waiver by any party of any breach of any
provision of this Agreement will not be construed to be a waiver by any such
party of any succeeding breach of that provision or a waiver by such party of
any breach of any other provision.

                  (h) The invalidity, illegality or unenforceability of any
provision or provisions of this Agreement will not affect any other provision of
this Agreement, which will remain in full force and effect, nor will the
invalidity, illegality or unenforceability of a portion of any provision of this
Agreement affect the balance of such provision.

                  (i) Should it become necessary for any party to institute
legal action to enforce the terms and conditions of this Agreement, the
prevailing party will be entitled to reimbursement by the non-prevailing party
for all costs and expenses (including reasonable attorneys' fees at all
pre-trial, trial and appellate levels).

                  (j) No person shall be deemed to possess any third-party
beneficiary right pursuant to this Agreement.

                  (k) This Agreement may be executed in one or more
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same instrument.



                  [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]


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         IN WITNESS WHEREOF, the parties hereto have agreed to the terms and
provisions of this Agreement as of the day and year first above written.


CYBERCARE, INC.


By:
   ---------------------------------
Name:
Its:


PLEDGOR


------------------------------------
Name:
      ------------------------------



GUARANTEED BY:


------------------------------------
Michael F. Morrell


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