Exhibit 10.2




	


Exhibit 10.2










		Private Client Group

Merrill Lynch Business

Financial Services Inc.

222 North LaSalle Street

17th Floor

Chicago, Illinois 60601

(312) 499-3261

FAX: (312) 449-3253



March 19, 2004






	


Continucare Corporation

80 SW 8th Street, Suite 2350

Miami, FL 33130










	 	Re:
Amendment to Loan Documents






	


Ladies & Gentlemen:



This Letter Agreement will serve
to confirm certain  agreements of Merrill Lynch  Business  Financial  Services  Inc,  (“MLBFS”)
and  Continucare  Corporation  (“Customer”) with respect to: (i) that certain
WCMA LOAN AND SECURITY  AGREEMENT  NO. 81-V07064 between MLBFS and customer
(including any previous amendments and  extensions thereof the “WCMA Agreement”),
and (ii) all other agreements between  MLBFS and Customer (the “Other  Agreements”)
or any party who has guaranteed or  provided  collateral for  Customer’s  obligations  to
MLBFS (a  “Guarantor”)  in  connection  therewith  (the  “Guaranty”,
the  Other  Agreements  and  the  WCMA  Agreement,  shall  be  referred  to  collectively
as  the  “Loan  Documents”).  Capitalized  terms used herein and not defined
herin shall have the meaning set  forth in the Loan Documents.



Subject to the terms hereof,
effective as of the  “effective  Date” (as defined  below), the Loan Documents
are hereby amended as follows:



(a) The Fixed  Charge  Coverage
Ratio  covenant is hereby  deemed  released and  terminated



Except as expressly  ammended
hereby,  the Loan Documents shall continue in full  force and effect upon all of their
terms and conditions.



By his execution of this Letter
Agreement,  the  below-named  Guarantor  hereby  consents to the foregoing modifications
to the Loan Documents, and hereby agrees  that the  “Obligations” under his
Uncondintional  Guaranty  and/or  agreements  providing  collateral  shall extend to and
include the  Obligations  of Customer  under the Loan Documents, as amended hereby.



Customer  and said  Guarantor
acknowledge,  warrant  and  agree,  as a  primary  inducement to MLBFS to enter into this
Agreement, that: (a) no Default or Event  of Default has occured and is continuing  under
the Loan Documents;  (b) each of  the  warranties of Customer in the Loan Documents are
true and correct as of the  date  hereof  and shall be  deemed  remade as of the date
hereof;  (c)  neither  Customer  nor  said  Guarantor  have  any  claim  against  MLBFS
or  any of its  affiliates  arising out of or in connection with the Loan Documents or
any other  matter whatsoever;  and (d) neither Customer nor said Guarantor have any
defense  to payment of any amounts  owing,  or any right of  counterclaim  for any reason
under, the Loan Documents.



Provided  that no Event of
Default, or event which with the giving of notice, passage of time, or both, would constitute an
Event of Default, shall then have occured and be continuing under the terms of the Loan Documents,
the amendments and agreements in this Letter Agreement will become effective on the date (the
“Effective Date”) upon which: (a) Customer and the Guarantor shall have executed and
returned the duplicate copy of this Letter Agreement enclosed herewith; and (b) an officer of MLBFS
shall have reviewed and approved this Letter Agreement as being consistent in all respects with the
original internal authorization hereof.













	


MERRILL LYNCH
BUSINESS FINANCIAL SERVICES INC.



Continucare Corporation

March 19, 2004

Page No.2



Notwithstanding the foregoing,  if
Customer and the Guarantor do not execute and  then return the duplicate copy of this
Letter  Agreement within 14 days from the  date hereof, or if for any other reason (other
than the sole fault of MLBFS) the  Effective  Date shall not occur  within  said  14-day
period,  then all of said  amendments and agreements will, at the sole option of MLBFS,
be void.



Very truly yours,



Merrill Lynch Business
Financial Services Inc.



By: /s/ William Fessel / TS

—————————————————

     William Fessel

     Senior Credit Manager



Accepted:



Continucare Corporation



By: /s/ Richard C. Pfenniger Jr.

—————————————————

Printed Name: Richard C Pfenniger Jr.

—————————————————

Title: CEO and President

—————————————————



Approved:



/s/ Phillip Frost

—————————————————

        Phillip Frost