EXHIBIT 10.3




	


EXHIBIT 10.3



STOCK PURCHASE
AGREEMENT



By and Between



CONTINUCARE
CORPORATION,
a Florida corporation



and



[PURCHASER]










Dated as of April
22, 2004






















	


        THIS
STOCK PURCHASE AGREEMENT (this “Agreement”) is executed as of April
22, 2004, by and between CONTINUCARE CORPORATION, a Florida corporation (the
“Company”), and [PURCHASER] (the “Purchaser”).



                THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED
UNDER ANY FEDERAL OR STATE SECURITIES LAWS, NOR HAS THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION, OR ANY OTHER FOREIGN, FEDERAL OR STATE REGULATORY AUTHORITY, PASSED
ON OR ENDORSED THE ACCURACY OR ADEQUACY OF THIS AGREEMENT. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL. THE SECURITIES REFERRED TO HEREIN MAY BE RESOLD, TRANSFERRED, OR
OTHERWISE DISPOSED OF ONLY IF SUCH SECURITIES HAVE BEEN REGISTERED UNDER FEDERAL
SECURITIES LAWS AND, WHERE REQUIRED, UNDER THE LAWS OF OTHER JURISDICTIONS, OR IF SUCH
PROPOSED SALE, TRANSFER OR DISPOSITION IS EXEMPT FROM SUCH REGISTRATION.



        WHEREAS,
the Company desires to issue and sell to the Purchaser and the Purchaser desires
to acquire shares of the Company’s common stock, $0.0001 par value per
share (the “Common Stock”).



                NOW
THEREFORE, in consideration of the mutual covenants and  agreements set forth herein and
for good and valuable  consideration, the receipt of which is hereby acknowledged,  the
parties agree as follows:



ARTICLE I
CERTAIN
DEFINITIONS



        Section
1.1. Certain Definitions. As used in this Agreement, and unless the
context requires a different meaning, the following terms have the meanings
indicated:



                “Affiliate”
means, with respect to any Person, any Person that, directly or indirectly, controls, is
controlled by or is under common control with such Person. For the purposes of this
definition, “control” (including, with correlative meanings, the terms
“controlled by” and “under common control with”) shall mean the
possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting securities
or by contract or otherwise.



                “Blackout
Period” shall have the meaning set forth in Section 4.3(c).



                “Business Day”
means any day except Saturday, Sunday and any day which shall be a legal holiday or a day
on which banking institutions in the state of Florida are authorized or required by law or
other government actions to close.



                “Closing”
shall have the meaning set forth in Section 2.1(b).



                “Closing
Date” shall have the meaning set forth in Section 2.1(b).



                “Commission” means
the Securities and Exchange Commission.



                “Exchange
Act” means the Securities Exchange Act of 1934, as amended.



                “Lien”
means, with respect to any asset, any mortgage, lien, pledge, encumbrance, charge or
security interest of any kind in or on such asset or the revenues or income thereon or
therefrom.















	


                “Material
Adverse Effect” shall have the meaning set forth in Section 3.1(a).



                “Person”
means an individual or a corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company, government (or
an agency or political subdivision thereof) or other entity of any kind.



                
“Prospectus” means the prospectus included in any Registration Statement,
together with and including any amendment or supplement to such prospectus, covering the
offering of the Shares, and all material incorporated by reference in such Prospectus.



                “Purchase
Price” shall have the meaning set forth in Section 2.1(a).



                “Registration
Statement” means a shelf registration statement on Form S-3 or any other
applicable form of the Commission under the Securities Act filed by the Company with the
Commission covering the Shares, including the Prospectus, amendments and supplements to
such Registration Statement, including post-effective amendments, all exhibits, and all
material incorporated by reference or deemed to be incorporated by reference in such
Registration Statement.



                “Restricted
Period” shall have the meaning set forth in Section 4.1.



                “SEC
Documents” shall have the meaning set forth in Section 3.1 (i).



                “Securities
Act” means the Securities Act of 1933, as amended.



                “Shares”
means the shares of Common Stock to be purchased by the Purchaser pursuant to this
Agreement.



                “Subsidiaries”
shall have the meaning set forth in Section 3.1(a).



ARTICLE II



PURCHASE
OF SHARES



        Section
2.1. Purchase of Shares; Closing.



                (a)
Subject to the terms and conditions herein set forth, the Company shall issue and sell to
the Purchaser, and the Purchaser shall purchase from the Company on the Closing Date
[XXXXXX] Shares for purchase price of $1.50 per Share, representing an aggregate cash
price of $[XXXXXX] (the “Purchase Price”).



                (b)
The closing of the purchase and sale of the Shares (the “Closing”) shall take
place at the offices of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., 150
West Flagler Street, Suite 2200, Miami, FL 33130, concurrently with the execution and
delivery of this Agreement. The date of the Closing is hereinafter referred to as the
“Closing Date.”



                (c)
At the Closing, (i) the Company shall deliver to the Purchaser one or more stock
certificates representing the Shares purchased hereunder, in definitive form and
registered in the name of the Purchaser or its nominees, and (ii) the Purchaser shall
deliver to the Company the Purchase Price in United States dollars in immediately
available funds by wire transfer to an account designated by the Company.















	


ARTICLE
III
REPRESENTATIONS AND WARRANTIES



        Section
3.1. Representations and Warranties of the Company. The
Company hereby represents and warrants to the Purchaser as follows:



                (a)
Organization and Qualification. The Company is a corporation, duly
incorporated, validly existing under the laws of the State of Florida whose status is
active in the State of Florida, with the requisite corporate power and authority to own
and use its properties and assets and to carry on its business as currently conducted. The
Company has no subsidiaries other than as set forth on Schedule 3.1(a) (collectively, the
“Subsidiaries”). Each of the Subsidiaries is a corporation, duly incorporated,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation, with the full corporate power and authority to own and use its properties
and assets and to carry on its business as currently conducted. Each of the Company and
the Subsidiaries is duly qualified to do business and is in good standing as a foreign
corporation in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be so
qualified or in good standing, is not reasonably likely to have, individually or in the
aggregate, a material adverse effect on the business, results of operations, assets,
liabilities, prospects, or condition (financial or other) of the Company and the
Subsidiaries, taken as a whole (a “Material Adverse Effect”).



                (b)
Authorization; Enforcement. The Company has the requisite corporate
power and authority to enter into and to consummate the transactions contemplated hereby,
and otherwise to carry out its obligations hereunder. The execution and delivery of this
Agreement by the Company and the consummation by it of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the part of the
Company. This Agreement has been duly executed and delivered by the Company and
constitutes the valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws
relating to, or affecting generally the enforcement of, creditors’ rights and
remedies or by other equitable principles of general application.



                (c)
Capitalization. The authorized, issued and outstanding capital stock
of the Company and each of the Subsidiaries as of April 14, 2004, is set forth in Schedule
3.1(c), and all of the issued and outstanding capital stock is duly authorized and validly
issued, fully paid and non-assessable. No shares of such capital stock are entitled to
statutory or, to the knowledge of the Company, other preemptive or similar rights. All of
the outstanding shares or other equity or ownership interests of each of the Subsidiaries
is directly or indirectly owned by the Company. Except as specifically disclosed in
Schedule 3.1(c), there are no outstanding options, warrants, scrip rights, calls or
commitments of any character whatsoever relating to, or, securities, rights or obligations
convertible into or exchangeable for, or giving any person the right to subscribe for or
acquire any shares of capital stock or other equity interest of the Company or any
Subsidiary, or contracts, commitments, understandings, or arrangements by which the
Company or any Subsidiary is or may become bound to issue additional shares of capital
stock or other equity interest of the Company or any Subsidiary, or securities or rights
convertible or exchangeable into shares of capital stock or other equity interest of the
Company or any Subsidiary. The Convertible Promissory Note, dated July 31, 2001, as
amended, issued by the Company, as maker, and held by Frost Nevada Investments Trust (the
“Frost Note”) has been duly and validly converted into 819,313 shares of Common
Stock.



                (d)
Issuance and Listing of Shares.  The Shares are duly authorized and, when
paid for in accordance with the terms hereof, shall be validly issued, fully paid and
non-assessable. The Shares have been approved for listing on The American Stock Exchange,
subject to official notice of issuance.



                (e)
No Conflicts. The execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby do not and will not (i) conflict with or violate any provision of the
Company’s articles of incorporation, bylaws or other charter documents or (ii)
conflict with, or constitute a default (or an event which with notice or lapse of time or
both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the creation of any Lien pursuant
to, any agreement, indenture or instrument to which the Company is a party or by which any
material assets of the Company are bound or affected or (iii) result in a violation of any
law, rule, a regulation, or, to the knowledge of the Company, any order, judgment,
injunction, decree or other restriction of any court or governmental authority to which
the Company is subject (including Federal and state securities laws and regulations), or
by which any material assets of the Company are bound or affected, except in the case of
each of clauses (ii) and (iii), such conflicts, defaults, terminations, amendments,
accelerations, cancellations, Liens and violations as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.















	


                (f)
Consents and Approvals. The Company is not required to obtain any
consent, waiver, authorization or order of, or to make any filing or registration with,
any court or other federal, state, local or other governmental authority or other Person
in connection with the execution, delivery and performance by the Company of this
Agreement, other than the procurement of consent as may be required pursuant to the rules
and regulations of the American Stock Exchange and such consents, waivers, authorizations
or orders as have been obtained by the Company, and other than, in all cases, where the
failure to obtain such consent, waiver, authorization or order, or to give or make such
notice or filing, would not, individually or in the aggregate, (i) reasonably be expected
to have a Material Adverse Effect, (ii) adversely affect the legality, validity or
enforceability of this Agreement, or (iii) materially impair or delay the ability of the
Company to effect the Closing and deliver to the Purchaser the Shares.



                (g)
No Default or Violation. The Company is not (i) in default under or
in violation of any indenture, loan or credit agreement or any other agreement or
instrument to which it is a party or by which it or any of its material assets is bound,
(ii) to the knowledge of the Company, in violation of any order of any court, arbitrator
or governmental body, or (iii) in violation of any statute, rule or regulation of any
governmental authority which except, in case of each of clauses (i), (ii) and (iii) above,
as would not reasonably be expected (individually or in the aggregate) to (x) adversely
affect the legality, validity or enforceability of this Agreement or, (y) have a Material
Adverse Effect. The Company is not in violation of any of the provisions of its respective
articles of incorporation, bylaws or other charter documents.



                (h)
Private Offering. Assuming the truth of the Purchaser’s
representations and warranties in Section 3.2 of this Agreement, neither the Company nor
any Person acting on its behalf has taken or will take any action (including, without
limitation, any offering of any securities of the Company under circumstances which would
require the integration of such offering with this offering of Shares under the Securities
Act) which could reasonably be expected to subject the offering, issuance or sale of the
Shares to the registration requirements of Section 5 of the Securities Act.



                (i)
SEC Documents. The Company has filed all reports and other documents
required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or
15(d) thereof, for the two years preceding the date hereof (the foregoing materials being
collectively referred to herein as the “SEC Documents”). As of their respective
dates, the SEC Documents complied in all material respects with the requirements of the
Securities Act and the Exchange Act and the rules and regulations of the Commission
promulgated thereunder and any other applicable federal, state and local laws, rules and
regulations, and none of the SEC Documents, when filed, contained any untrue statement of
a material fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances under
which they were made, not misleading. During the two years preceding the date hereof, the
Commission has not issued an order preventing or suspending the use of any prospectus
relating to the offering of any shares of Common Stock or instituted proceedings for that
purpose. The financial statements of the Company included in the SEC Documents comply as
to form in all material respects with applicable accounting requirements and the published
rules and regulations of the Commission with respect thereto. Such financial statements
have been prepared in accordance with generally accepted accounting principles applied on
a consistent basis during the periods involved, except as may be otherwise indicated in
such financial statements or the notes thereto, and fairly present in all material
respects the consolidated financial position of the Company and its Subsidiaries as of and
for the dates thereof and the results of operations and cash flows for the periods then
ended, subject, in the case of unaudited statements, to normal year-end audit adjustments.
Since the date of the financial statements included in the Company’s last filed
Quarterly Report on Form 10-Q, there has been no event, occurrence or development that
would reasonably be expected to have a Material Adverse Effect which has not been
specifically disclosed to the Purchaser in writing.















	


                (j)
Broker’s Fees. Except for St. Cloud Capital Partners, LP, a Delaware
limited partnership (“St. Cloud”), the Company has not incurred and will not
incur any obligation or liability for brokerage or finders’ fees or agents’
commissions or other similar payment in connection with this Agreement or the transactions
contemplated by this Agreement. All obligations of the Company to St. Cloud will be paid
by the Company.



        Section
3.2. Representations and Warranties of the Purchaser. The
Purchaser hereby represents and warrants to the Company as follows:



                (a)
Organization; Authority. The Purchaser is a natural person with the
requisite power and authority to enter into and to consummate the transactions
contemplated hereby and otherwise to carry out her obligations hereunder. The execution
and delivery of this Agreement by the Purchaser and the purchase of the Shares by the
Purchaser hereunder have been duly authorized by all necessary action on the part of the
Purchaser. This Agreement has been duly executed and delivered by the Purchaser and
constitutes the valid and binding obligation of the Purchaser, enforceable against the
Purchaser in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and similar
laws of general applicability relating to, or affecting generally the enforcement of,
creditors’ rights and remedies or by other equitable principles of general
application.



                (b)
Investment Intent. The Purchaser is acquiring the Shares for its own
account for investment purposes only and not presently with a view to or for distributing
or reselling such Shares or any part thereof or interest therein in violation of any
applicable federal or state securities laws.



                (c)
Purchaser Status. At the time the Purchaser was offered the Shares,
and at the date hereof, the Purchaser was and is an accredited investor as defined in Rule
501(a) under the Securities Act.



                (d)
Experience of Purchaser. The Purchaser, either alone or together with
its representatives, has such knowledge, sophistication and experience in business and
financial matters so as to be capable of evaluating the merits and risks of its investment
in the Shares, and has so evaluated the merits and risks of such investment.



                (e)
Ability of Purchaser to Bear Risk of Investment. The Purchaser is
able to bear the economic risk of an investment in the Shares and, at the present time, is
able to afford a complete loss of such investment. The Purchaser recognizes that an
investment in the Shares is highly speculative and illiquid. The Purchaser understands
that the terms of offering of the Shares have been determined solely by the Company. The
Purchaser understands that an investment in the Shares involves risks, and the Purchaser
has reviewed carefully the information contained in the SEC Documents under the caption
“Risk Factors.”















	


                (f)
Access to Information. The Purchaser acknowledges that it has been
afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to
receive answers from, representatives of the Company concerning the terms and conditions
of the offering of the Shares and the merits and risks of investing in the Shares; (ii)
access to information about the Company and the Company’s financial condition,
results of operations, business, properties, management and prospects sufficient to enable
it to evaluate its investment in the Common Stock; and (iii) the opportunity to obtain
such additional information which the Company possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed investment decision
with respect to the Shares.



                (g)
Reliance. The Purchaser understands and acknowledges that (i) the
Shares are being offered and sold to it without registration under the Securities Act in a
private placement that is exempt from the registration provisions of the Securities Act
and (ii) the availability of such exemption depends in part on, and the Company will rely
upon, the accuracy and truthfulness of the foregoing representations, and the Purchaser
hereby consents to such reliance.



                (h)
Certain Fees. The Purchaser understands and acknowledges that the Company
has paid St. Cloud a cash application fee of $6,000 and will, upon the closing of St.
Cloud’s investment in the Company, pay St. Cloud a $12,000 closing fee through a
deduction from the net proceeds payable to the Company with respect to St. Cloud’s
investment. The Purchaser further understands and acknowledges that the Company has agreed
that St. Cloud may designate one person to observe meetings of the Company’s Board of
Directors. Notwithstanding the Company’s arrangement with St. Cloud, the Purchaser
acknowledges and agrees that the Purchaser shall not be entitled to any application fee or
closing fee or any other brokerage or finders’ fees or agents’ commissions or
other similar payment with respect to its or any other investment in the Company pursuant
to this offering, nor shall Purchaser have the right to designate its own observer of the
Company’s Board of Directors.



ARTICLE
IV
OTHER AGREEMENTS OF THE PARTIES



        Section
4.1. Transfer Restrictions. Until the date that is one year
after the date hereof (the “Restricted Period”), the Purchaser shall
not be permitted to sell, assign, transfer, pledge, make any short sale of,
grant any option for the purchase of, or enter into any hedging or similar
transaction with the same economic effect with respect to (“Dispose”),
any Shares except as permitted by this Agreement. During Restricted Period, the
Purchaser may Dispose of Shares only (i) pursuant to an effective registration
statement under the Securities Act or a valid exemption from registration
thereunder, (ii) to the Company, or (iii) to an Affiliate of Purchaser who
agrees in writing to be bound by the provisions of this Agreement. In connection
with any transfer of any such Shares other than to the Company or pursuant to an
effective registration statement under the Securities Act, the Company may
require that the transferor of such Shares provide to the Company an opinion of
counsel experienced in the area of United States securities laws selected by the
transferor, the form and substance of which opinion shall be reasonably
satisfactory to the Company, to the effect that such transfer does not require
registration of such Shares under the Securities Act or any State securities
laws. The restrictions set forth herein shall not apply to shares of Common
Stock or other securities of the Company held by Purchaser except for the Shares
acquired hereunder.



                The
Purchaser agrees to the imprinting, so long as appropriate, of the following legends on
certificates representing the Shares:










	 	THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN  ACQUIRED DIRECTLY OR INDIRECTLY FROM
THE ISSUER  WITHOUT BEING REGISTERED UNDER THE SECURITIES ACT OF  1933, AS AMENDED (THE
“ACT”), OR ANY OTHER APPLICABLE  SECURITIES LAWS, AND ARE RESTRICTED SECURITIES
AS  THAT TERM IS DEFINED UNDER RULE 144 PROMULGATED UNDER  THE ACT.  THESE SHARES MAY NOT
BE SOLD, PLEDGED,  TRANSFERRED, DISTRIBUTED OR OTHERWISE DISPOSED OF IN  ANY MANNER
EXCEPT IN ACCORDANCE WITH ANY APPLICABLE  SECURITIES LAWS.






	














	 	THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO  SUBJECT TO THE TERMS OF A STOCK PURCHASE
AGREEMENT  DATED AS OF APRIL 22, 2004 (THE “AGREEMENT”) BY AND  BETWEEN THE
HOLDER AND THE CONTINUCARE CORPORATION  (THE “COMPANY”).  THE SHARES
REPRESENTED BY THIS  CERTIFICATE MAY ONLY BE SOLD, ASSIGNED, TRANSFERRED,  PLEDGED OR
OTHERWISE HYPOTHECATED IN ACCORDANCE WITH  THE TERMS AND CONDITIONS OF THE AGREEMENT.






	


The legends set forth
above may be removed only if and when, in the opinion of counsel to the Company,
such legends are no longer required under applicable requirements of the
Securities Act or the terms of this Agreement, as applicable. The Company agrees
that upon written request of the Purchaser, the Company will cause its transfer
agent for the Common Stock to provide the Purchaser, upon request, with a
substitute stock certificate or certificates, free from such legends at such
time as, in the opinion of counsel to the Company, such legend is no longer
required under the applicable requirements of the Securities Act or this
Agreement as applicable. The Purchaser agrees that, in connection with any
transfer of Shares by it pursuant to an effective registration statement under
the Securities Act, the Purchaser will comply with all prospectus delivery
requirements of the Securities Act. The Company makes no representation,
warranty or agreement as to the availability of any exemption from registration
under the Securities Act with respect to any resale of Shares.



        Section
4.2. Stop Transfer Instruction. The Purchaser agrees
that the Company shall be entitled to make a notation on its records and give
instructions to any transfer agent of the Company in order to implement the
restrictions on transfer set forth in this Agreement.



        Section
4.3 Registration.



                (a)
Registration Statement. The Company shall prepare and file with the Commission a
Registration Statement for an offering of the Shares to be made on a continuous basis
pursuant to Rule 415 of the Securities Act; the Company shall use its reasonable best
efforts to file such Registration Statement within 30 days after the date of this
Agreement and to cause such Registration Statement to become effective as soon as
reasonably practicable after such filing. The Company will use its reasonable best efforts
to keep the Registration Statement effective under the Securities Act until the earlier of
(i) one (1) year after the date of this Agreement, (ii) the date that the Purchaser no
longer own any Shares or (iii) such time as the Purchaser is permitted to sell all of its
Shares in a single transaction without regard to the volume limitations of Rule 144 under
the Securities Act.



                (b)
Company Participation. It is understood and agreed that the Registration Statement
may have included therein shares of Common Stock offered for sale, from time to time, by
holders of Common Stock other than the Purchaser.















	


                (c)
Suspension of Sales. The Company may, upon written notice to the Purchaser, suspend
the Purchaser’s use of any Prospectus if, in the reasonable judgment of the Company,
the Company possesses material nonpublic information, including information concerning it
or its business or affairs or information concerning the pursuit of a merger, disposition
or similar transaction, and the Company determines in good faith that disclosure of such
information could have an adverse effect on the Company and its Subsidiaries taken as a
whole or could adversely affect the ability to consummate such merger, disposition or
similar transaction; provided that the Company may not suspend any such sales for
more than an aggregate of 30 consecutive days or for an aggregate of 120 days in any
period of 12 consecutive months (a “Blackout Period”). Upon the termination of
the condition described above, the Company shall give prompt notice to the Purchaser, and
shall promptly terminate any suspension of sales it has put into effect. The Purchaser
agrees to hold any communication by or with the Company pursuant to this Section 4.3(c) in
confidence. The Purchaser agrees that upon receipt of any notice from the Company
instituting a Blackout Period and until receipt from the Company of notice that any
Blackout Period has ceased that Purchaser shall not Dispose of any Shares pursuant to the
Registration Statement.



                (d)
Registration Procedures. Pursuant to the provisions above, the Company will:



                        (i)
subject to Section 4.3(c) above, prepare and file with the Commission the Registration
Statement and such amendments and supplements to the Registration Statement and the
Prospectus used in connection therewith as may be reasonably necessary to make and to keep
the Registration Statement effective during the period specified in Section 4.3(a) above
and to comply with the provisions of the Securities Act with respect to the sale or other
disposition of the Shares registered pursuant to the Registration Statement during the
period specified in Section 4.3(a);



                        (ii)
furnish to the Purchaser, prior to the filing thereof with the Commission, a copy of any
Registration Statement, and each amendment thereof and each amendment or supplement, if
any, to the Prospectus included therein and shall afford the Purchaser and its counsel, if
any, a reasonable opportunity within a reasonable time period to review and comment on
copies of all such documents (other than any amendment or supplement that is deemed to
have occurred as a result of the Company’s filing of any report under Section 13(a),
13(c), 14 or 15(d) of the Exchange Act);



                        (iii)
take such action as may be necessary so that: (A) the Registration Statement and any
amendment thereto and any Prospectus forming part thereof and any amendment or supplement
thereto (and each report or other document incorporated therein by reference) complies in
all material respects with the Securities Act and the Exchange Act and the respective
rules and regulations thereunder, (B) the Registration Statement and any amendment thereto
does not, when it becomes effective, contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading (other than any information provided to the Company by
the Purchaser or its representatives in writing specifically for inclusion therein which
shall remain the sole responsibility of Purchaser), and (C) any Prospectus forming part of
the Registration Statement, and any amendment or supplement to such Prospectus, does not
include an untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading (other than any information provided to the Company by the
Purchaser or its representatives in writing specifically for inclusion therein which shall
remain the sole responsibility of Purchaser);



                        (iv)
notify the Purchaser, promptly after it shall receive notice thereof, when the
Registration Statement and any amendment thereto has been filed with the Commission and
when the Registration Statement or any post-effective amendment thereto has become
effective;



                        (v)
notify the Purchaser promptly of any request by the Commission for amendments or
supplements to the Registration Statement or the Prospectus included therein or for
additional information related thereto;



                        (vi)
prepare and file with the Commission, promptly upon the request of the Purchaser, any
amendments or supplements to the Registration Statement or Prospectus which, in the
opinion of counsel for the Purchaser (and concurred in by counsel for the Company), is
required under the Securities Act or the rules and regulations thereunder in connection
with the distribution of the Shares by the Purchaser; provided, however, that in no event
will such method of distribution take the form of an underwritten offering of Shares
without the Company’s prior written consent, which the Company may withhold in its
sole discretion);















	


                        (vii)
prepare and promptly file with the Commission and promptly notify the Purchaser of the
filing of such amendment or supplement to the Registration Statement or Prospectus as may
be necessary to correct any statements or omissions if, at the time when a Prospectus
relating to such securities is required to be delivered under the Act, any event shall
have occurred as the result of which the Prospectus as then in effect would include an
untrue statement of a material fact or omit to state any material fact necessary to make
the statements therein, in the light of the circumstances in which they were made, not
misleading;



                        (viii)
advise the Purchaser, promptly after it shall receive notice or obtain knowledge thereof,
of the issuance of any stop order by the Commission suspending the effectiveness of the
Registration Statement or the initiation or threatening of any proceeding for that purpose
and promptly use its best efforts to prevent the issuance of any stop order or to obtain
its withdrawal if such stop order should be issued;



                        (ix)
The Company shall furnish to the Purchaser, without charge, such number of copies of the
Registration Statement and any post-effective amendment thereto, including financial
statements and schedules, and all reports, other documents and exhibits (including those
incorporated by reference) as the Purchaser shall reasonably request;



                        (x)
The Company shall furnish to the Purchaser such  number of copies of any Prospectus
(including any preliminary Prospectus and  any amended or supplemented Prospectus)
relating to the Shares, in conformity  with the requirements of the Securities Act, as
the Purchaser may reasonably  request in order to effect the offering and sale of the
Shares, but only  while the Company shall be required under the provisions hereof to
cause the  Registration Statement to remain effective, and the Company consents (except
during a Blackout Period) to the use of the Prospectus or any amendment or  supplement
thereto by the Purchaser in connection with the offering and sale  of the Shares covered
by the Prospectus or any amendment or supplement  thereto; and



                        (xi)
prior to any public offering of the Shares pursuant to the Registration Statement, use its
reasonable best efforts to register or qualify or cooperate with the Purchaser in
connection with the registration or qualification (or exemption from such registration or
qualification) of such Shares for offer and sale under the securities or Blue Sky laws of
such jurisdictions within the United States as Purchaser reasonably requests in writing;
provided that the Company will not be required to (i) qualify as a foreign corporation or
as a dealer in securities in any jurisdiction where it would not otherwise be required to
qualify but for this Agreement or (ii) take any action that would subject it to general
service of process in suits or to taxation in any such jurisdiction where it is not then
so subject.



                (d)
In connection with the preparation and filing of the Registration Statement, Purchaser
agrees to deliver in writing to the Company prior to any attempted or actual distribution
of Shares under the Registration Statement such information concerning the Purchaser and
the Purchaser’s intended method of distribution of the Shares as may be required
under the Securities Act or the Exchange Act (provided, however, that in no event will
such method of distribution take the form of an underwritten offering of Shares without
the Company’s prior written consent, which the Company may withhold in its sole
discretion). All information so provided to the Company pursuant to this Section 4.3(d)
shall be true and correct in all material respects and none of such information shall
contain an untrue statement of a material fact or omit to state a material fact necessary
to make the information in the Registration Statement or the Prospectus or in any
amendment or supplement thereto, in light of the circumstances under which such statements
are made, not misleading.



                (e)
Expenses. With respect to the registration under the Securities Act pursuant to
this Agreement, all fees, costs and expenses of and incidental to such registration shall
be borne by the Company. The fees, costs and expenses of such registration shall include,
without limitation, all registration and filing fees, printing expenses, and fees and
disbursements of counsel and accountants for the Company. Fees and disbursements of
counsel and accountants for the Purchaser and any other expenses incurred by the Purchaser
not expressly included above (including, without limitation, all brokerage fees and
commissions, all transfer taxes, fees and expenses and all other fees and expenses
relating to Purchaser’s Disposition of Shares) shall be borne by the Purchaser.















	


                (f)
Indemnification. The Company agrees to indemnify, defend and hold harmless
Purchaser and each person who controls Purchaser within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act (each, a “Purchaser Indemnified
Party”), from and against any loss, damage, expense, liability or claim (including
the reasonable cost of investigation) which such Purchaser Indemnified Party may incur
under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage,
expense, liability or claim arises out of or is based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement or the
Prospectus or in any amendment or supplement thereto, or arises out of or is based upon
any omission or alleged omission to state a material fact required to be stated in the
Registration Statement or the Prospectus or in any amendment or supplement thereto or
necessary to make the statements therein not misleading, or arises out of or is based upon
any omission or alleged omission to state a material fact necessary in order to make the
statements made therein, in the light of the circumstances under which they were made, not
misleading, provided, however, that the Company shall not be required to provide any
indemnity pursuant to this Section 4.3(f) in any such case insofar as any such loss,
damage, expense, liability, claim or action arises out of or is based upon any untrue
statement or omission or alleged untrue statement or omission of a material fact contained
in, or omitted from, and in conformity with written information pertaining to the
Purchaser furnished by or on behalf of any Purchaser Indemnified Party to the Company
expressly for use in, the Registration Statement or the Prospectus; and, provided further,
that this indemnity agreement will not apply to any loss, damage, expense, liability or
claim arising from an offer or sale of Shares by the Purchaser during a Blackout Period,
if the Company has theretofore properly provided the Purchaser with a notice of the
Blackout Period in accordance with Section 4.3(c).



The Purchaser agrees to
indemnify, defend and hold harmless the Company, its directors, officers and any
person who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act (each, a “Company
Indemnified Party”) from and against any loss, damage, expense, liability
or claim (including the reasonable cost of investigation) which such Company
Indemnified Party may incur under the Securities Act, the Exchange Act or
otherwise, insofar as such loss, damage, expense, liability or claim (i) arises
out of or is based upon any untrue statement or alleged untrue statement of a
material fact contained in information furnished in writing by or on behalf of
the any Purchaser Indemnified Party to the Company expressly for use in the
Registration Statement or the Prospectus or in any amendment or supplement
thereto, or arises out of or is based upon any omission or alleged omission to
state a material fact required to be stated in the Registration Statement or the
Prospectus or in any amendment or supplement thereto or necessary to make the
statements therein not misleading, or arises out of or is based upon any
omission or alleged omission to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, in connection with such information, or (ii) arises out of
or is based upon a sale of Shares by the Purchaser during a Blackout Period, if
the Company has theretofore provided a notice of the Blackout Period in
accordance with Section 4.3(c).















	


ARTICLE V
MISCELLANEOUS



        Section
5.1. Fees and Expenses. Except as provided in Section
4.3(e), each party shall pay the fees and expenses of its advisors, counsel,
accountants and other experts, if any, and all other expenses incurred by such
party incident to the negotiation, preparation, execution, delivery and
performance of this Agreement. In any action or proceeding brought to enforce
any provision of this Agreement, or where any provision hereof is validly
asserted as a defense, the successful party shall be entitled to recover
reasonable attorneys’ fees (including fee incurred in any appeal) in
addition to its costs and expenses and any other available remedy.



        Section
5.2. Entire Agreement. This Agreement, together with
the Schedules hereto, contains the entire understanding of the parties with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, with respect to such matters.



        Section
5.3. Notices. Any notice or other communication
required or permitted to be given hereunder shall be in writing and shall be
deemed to have been received (a) upon hand delivery (receipt acknowledged) or
delivery by telecopy or facsimile (with transmission confirmation report) if
delivered on a Business Day during normal business hours where such notice is to
be received, or the first Business Day following such delivery if delivered
other than on a Business Day during normal business hours where such notice is
to be received, (b) on the first Business Day following the date of delivery to
a nationally recognized overnight courier service, fully prepaid, or (c) on the
third Business Day following dispatch by registered or certified mail (return
receipt requested), postage prepaid, or (d) upon actual receipt of such notice,
whichever shall first occur, in each case addressed or sent to the addresses or
numbers set forth below. The addresses for such communications shall be:









	 	If to the Company:	 	Continucare Corporation

80 SW 8th Street

Suite 2350

Miami, FL 33130

Attn:   Richard C. Pfenniger, Jr.,

            Chief Executive Officer

Facsimile No.: (305) 579-1400





	 	With copies to:	 	Stearns Weaver Miller Weissler

Alhadeff & Sitterson, P.A.

150 West Flagler St., Suite 2200

Miami, FL 33130

Attn: Geoffrey MacDonald, Esq.

Facsimile No.: (305) 789-3395





	 	If to the Purchaser: 	 	[PURCHASER]

[ADDRESS]

Attn: ____________

Facsimile No.:______________






	


or such other address as
may be designated in writing hereafter, in the same manner, by such person.



        Section
5.4. Amendments; Waivers. No provision of this
Agreement may be waived or amended except in a written instrument signed, in the
case of an amendment, by both the Company and the Purchaser, or, in the case of
a waiver, by the party against whom enforcement of any such waiver is sought. No
waiver of any default with respect to any provision, condition or requirement of
this Agreement shall be deemed to be a continuing waiver in the future or a
waiver of any other provision, condition or requirement hereof, nor shall any
delay or omission of either party to exercise any right hereunder in any manner
impair the exercise of any such right accruing to it thereafter.















	


        Section
5.5. Headings. The headings herein are for convenience
only, do not constitute a part of this Agreement and shall not be deemed to
limit or affect any of the provisions hereof.



        Section
5.6. Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties and their successors and
permitted assigns. Neither the Company nor the Purchaser may assign this
Agreement or any rights or obligations hereunder without the prior written
consent of the other. The assignment by a party of this Agreement or any rights
hereunder shall not affect the obligations of such party under this Agreement.



        Section
5.7. No Third Party Beneficiaries. This Agreement is
intended for the benefit of the parties hereto and their respective permitted
successors and assigns and is not for the benefit of, nor may any provision
hereof be enforced by, any other person.



        Section
5.8. Governing Law. This Agreement shall be governed by
and construed and enforced in accordance with the internal laws of the State of
Florida without regard to the principles of conflicts of law thereof.



        Section
5.9. Counterpart Signatures. This Agreement may be executed in
two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have
been signed by each party and delivered to the other party, it being understood
that both parties need not sign the same counterpart. In the event that any
signature is delivered by facsimile transmission, such signature shall create a
valid and binding obligation of the party executing (or on whose behalf such
signature is executed) the same with the same force and effect as if such
facsimile signature page were an original thereof.



        Section
5.10. Publicity. The Company and the Purchaser shall consult
with each other in issuing any press releases or otherwise making public
statements with respect to the transactions contemplated hereby and neither
party shall issue any such press release or otherwise make any such public
statement without the prior written consent of the other, which consent shall
not be unreasonably withheld or delayed, except to the extent such disclosure is
required by law (as determined by counsel) or by the rules and regulations of
The American Stock Exchange.



        Section
5.11.  Severability. In case any one or more of the
provisions of this Agreement shall be invalid or unenforceable in any respect,
the validity and enforceability of the remaining terms and provisions of this
Agreement shall not in any way be affected or impaired thereby, and the parties
will attempt to agree upon a valid and enforceable provision which shall be a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement.



        Section
5.12. Remedies. In addition to being entitled to
exercise all rights provided herein or granted by law, including recovery of
damages, the Purchaser will be entitled to specific performance of the
obligations of the Company under this Agreement and the Company will be entitled
to specific performance of the obligations of the Purchaser hereunder. Each of
the Company and the Purchaser agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of any breach of its obligations
described in the foregoing sentence and hereby agrees to waive in any action for
specific performance of any such obligation the defense that a remedy at law
would be adequate.



        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first indicated above.










			COMPANY:


CONTINUCARE CORPORATION



By:

——————————————

Name: Richard C. Pfenniger, Jr.

Title: Chief Executive Officer









			PURCHASER:



——————————————

[PURCHASER]