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                                                                 EXHIBIT 10.20



                     SPENCER J. ANGEL EMPLOYMENT AGREEMENT

         This Employment Agreement ("Agreement") is made and entered into as of
the 12th day of July, 1999 by and between CONTINUCARE CORPORATION, a Florida
corporation (the "Company") and SPENCER J. ANGEL (the "Executive").

                                    RECITALS

         A. The Executive is becoming an employee of the Company.

         B. The Board of Directors of the Company (the "Board") believes that
the Executive can contribute to the growth and success of the Company, and
desires to assure the Company of the Executive's employment and to compensate
him therefor.

         C. The Board has determined that this Agreement will reinforce and
encourage the Executive's attention and dedication to the Company.

         D. The Executive is willing to make his services available to the
Company on the terms and conditions hereinafter set forth.

                                   AGREEMENT

         1. Employment

                  1.1. General. The Company hereby agrees to employ the
Executive, and the Executive hereby agrees to serve the Company on the terms
and conditions set forth herein.

                  1.2. Duties of Executive. During the term of this Agreement,
the Executive shall serve as a member of the Board and Chief Operating Officer
of the Company, shall diligently perform all services as may be assigned to him
by the Board, and shall exercise such power and authority as may from time to
time be delegated to him by the board. The Executive shall devote substantially
all of his business time and attention to the business and affairs of the
Company, render such services to the best of his ability, and use his best
efforts to promote the interests of the Company.



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         2. Term. Except as otherwise provided in Section 5 hereof, the term of
this Agreement shall continue through the date hereof and shall terminate as
provided below ("Term"). The Term shall be a continuous one year period
commencing this date and running for a period such that on each "Anniversary
Date", as defined below, an additional year automatically shall be added.
Within 60 days prior to any Anniversary Date either party may provide written
notice, with or without cause, to the other party of that party's intention not
to extend the Term of this Agreement beyond the number of years then remaining
in the Term, which number shall always be one. Such written notice shall be
deemed the notice to terminate this Agreement at the end of the one year term
then in effect. The "Anniversary Date", as used herein, shall be the 12th day
of July of each year during the Term, including each year beyond the first one
year of the Term. It is the intention of the parties that the Term as of each
Anniversary Date automatically shall be one year, that one year written notice
shall be required to terminate this Agreement, except as otherwise provided in
Section 5 hereof and that said written notice to terminate may only be given on
an Anniversary Date.

         3. Compensation

                  3.1. Base Salary. The Executive shall receive a base salary
at the annual rate of One Hundred Twenty-Five Thousand Dollars ($125,000) (the
"Base Salary") during the Term of this Agreement, with such Base Salary payable
in installments consistent with the Company's normal payroll schedule, subject
to applicable withholding and other taxes.

                  3.2. Bonus. For each fiscal year of the Executive employment
commencing with the fiscal year commencing July 1, 1999, the Executive shall
receive a bonus (the "Bonus") equal to five (5%) percent of the Company's
EBITDA in excess of $3 million for said fiscal year as determined by the
Company's regular auditors, which amount shall be payable as soon as
practicable following such determination; provided, that if this Agreement is
terminated earlier as set forth herein, then the



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Executive shall be entitled to receive the amount of the Bonus which has not
been theretofore paid at the time of such termination. The Executive shall also
be eligible to receive a bonus in an amount determined by the majority vote of
all members of the Company's Board of Directors, based upon the Company's
operating results, financial condition, prospects and intended utilization of
earnings, if any.

                  3.3 Non Accountable Moving Allowance. The Company shall
provide the Executive with a $10,000.00 non accountable moving allowance.


         4. Expense Reimbursement and Other Benefits.

                  4.1. Other Reimbursable Expenses. During the term of the
Executive's employment hereunder, the Company, upon the submission of proper
substantiation by the Executive, shall reimburse the Executive for all other
reasonable expenses actually and necessarily paid or incurred by the Executive
in the course of and pursuant to the business of the Company.

                  4.2. Other Benefits. The Executive and his immediate family
shall be entitled to participate in all medical and hospitalization, group life
insurance and any and all other plans as are presently and hereinafter provided
by the company to its executives. The Executive shall also be entitled to
vacations in accordance with the Company's prevailing policy for its
executives.

                  4.3. Working Facilities. The Company shall furnish the
Executive with an office, secretarial help and such other facilities and
services suitable to his position and adequate for the performance of his
duties hereunder.
                  4.4. Automobile Living Allowance. The Executive shall be
entitled to an automobile allowance of $500 per month, and in addition the
Executive shall be entitled to an allowance of $1,600 per month, which amount
is intended to compensate Executive for his housing expenses while he continues
to maintain his principle residence outside of the State of Florida.



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         5. Termination.

                  5.1. Termination for Cause. The company shall at all times
have the right, upon written notice to the Executive, to terminate the
Executive's employment hereunder for "Cause" (as hereinafter defined). For
purpose of this Agreement, the term "Cause" shall mean, subject to the proviso
in the last sentence of Section 1.2 of this Agreement, (i) the willful failure
or refusal of the Executive to perform the duties or render the services
assigned to him from time to time by the Board (except during reasonable
vacation periods or sick leave), (ii) the charging or indictment of the
Executive in connection with a felony, (iii) the association, directly or
indirectly, of the Executive, for his profit or financial benefit, with any
person, firm, partnership, association, entity or corporation that competes in
any material way with the company, (iv) the disclosing or using of any material
trade secret or confidential information of the company at any time by the
Executive, except as required in connection with his duties to the Company, (v)
the breach by the Executive of his fiduciary duty or duty of trust to the
Company.

                  5.2. Disability. The Company shall at all times have the
right, upon written notice to the Executive, to terminate the Executive's
employment hereunder if the Executive shall, as the result of mental or
physical incapacity, illness or disability, become unable to perform his duties
hereunder for in excess of ninety (90) days in any 12-month period. Upon any
termination pursuant to this Section 5.2, the Company shall pay to the
Executive any unpaid amounts of his Base Salary accrued through the effective
date of termination and the amount, if any, of the unpaid Bonus in accordance
with Section 3.2 hereof, and an amount to be determined by the unanimous vote
of the Board of Directors in their sole and absolute discretion, and the
Company shall have no further liability hereunder (other than for reimbursement
for reasonable business expenses incurred prior to the date of termination,
subject, however to the provisions of Section 4.1).



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                  5.3. Death. In the event of the death of the Executive during
the term of his employment hereunder, the Company shall pay to the estate of
the deceased Executive any unpaid amounts of his Base Salary accrued through
the effective date of his death and the amount, if any, of the unpaid Bonus in
accordance with Section 3.2 hereof, and the Company shall have no further
liability hereunder (other than for reimbursement for reasonable business
expenses incurred prior to the date of the Executive's death, subject, however,
to the provisions of Section 4.1).

                  5.4. Termination Without Cause. At any time the Company shall
have the right to terminate the Executive's employment hereunder by written
notice to the Executive; provided, however, that the Company shall continue to
pay to the Executive the Base Salary for a period of one year following the
effective date of termination specified in such notice in accordance with the
Company's normal payroll policies and the amount, if any, of the unpaid Bonus
in accordance with Section 3.2 hereof. The Company shall have no further
liability hereunder (other than for reimbursement for reasonable business
expenses incurred prior to the date of termination, subject, however to the
provisions of Section 4.1).

                  5.5. Resignation by Executive. The Executive shall at all
times have the right, upon 60 day's written notice to the Company, to terminate
the Employee's employment hereunder. Upon any termination pursuant to this
Section 5.5, the Employee shall be entitled to be paid his Base Salary to the
date of termination and the amount, if any, of the unpaid Bonus in accordance
with Section 3.2 hereof, and the Company shall have no further liability
hereunder (other than for reimbursement for reasonable business expenses
incurred prior to the date of termination, subject, however, to the provisions
of Section 4.1).



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         6. Restrictive Covenants.

                  6.1. Non-competition. While employed by the company and for a
period of one year following the termination of the Executive's employment
hereunder (other than a termination without cause, as contemplated by Section
5.4 hereof), the Executive shall not, directly or indirectly, engage in or have
any interest in any sole proprietorship, partnership, corporation or business
or any other person or entity (whether as an employee, officer, director,
partner, agent, security holder, creditor, consultant or otherwise) that
directly or indirectly engages primarily in the healthcare business (the
"Business") in competition with the Company or its affiliates in Florida or in
any other state in which the Company and/or its "affiliates" (as such term is
defined in Rule 12b-2 as promulgated under the Securities Exchange Act of 1934,
as amended) are conducting business at the time of termination or separation.
The Company acknowledges and agrees that (i) the Executive is now engaged and
hereafter may engage in other activities unrelated to the Company for his own
account including, without limitation, activities with Harter Financial, Inc.,
and that no aspect or element of such activities shall (A) be deemed to be
engaged in for the benefit of the Company or (B) to entitle the Company or any
other shareholder of the Company to participate in such activities in any
respect; provided, that such unrelated activities shall not consist, in whole
or in part, directly or indirectly, of any aspect of the healthcare business or
otherwise constitute a conflict of interest.

                  6.2. Nondisclosure. Executive shall not divulge, communicate,
use to the detriment of the Company or any affiliate or for the benefit of any
other person or persons, or misuse in any way, any confidential information
pertaining to the business of the Company or any affiliate. Any confidential
information or data now known or hereafter acquired by the Executive with
respect to the business of the Company or any affiliate (which shall include,
but not be limited to, information concerning the Company's or any affiliates'
financial condition, prospects, patients, sources and



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methods of doing business) shall be deemed a valuable, special and unique asset
of the Company that is received by the Executive in confidence and as a
fiduciary, and Executive shall remain a fiduciary to the Company with respect
to all of such information.

                  6.3. Nonsolicitation of Employees and Customers. While
employed by the Company and for a period of one year (except that the period
with respect to the prohibitions in clause (ii) hereof shall be one year if
Executive's employment is terminated pursuant to Section 5.4 hereof) following
the date of his employment is terminated hereunder, the Executive shall not,
directly or indirectly, for herself or for any other person, firm, corporation,
partnership, association or other entity, (i) attempt to employ or enter into
any contractual arrangement with any employee or former employee of the
Company, unless such employee or former employee has not been employed by the
Company for a period in excess of six months, and/or (ii) call on or solicit
any of the actual or targeted patients of the Company, nor shall the Executive
make known the names and addresses of such patients.

                  6.4. Books and Records. All books, records and accounts
relating in any manner to the customers or clients of the Company, whether
prepared by the Executive or otherwise coming into the Executive's possession,
shall be the exclusive property of the Company and shall be returned
immediately to the Company on termination of the Executive's employment
hereunder or on the Company's request at any time.

         7. Injunction. It is recognized and hereby acknowledged by the parties
hereto that a breach by the Executive of any of the covenants contained in
Section 6 of this Agreement will cause irreparable harm and damage to the
Company, the monetary amount of which may be virtually impossible to ascertain.
As a result, the Executive recognizes and hereby acknowledges that the Company
shall be entitled to an injunction from any court of competent jurisdiction
enjoining and



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restraining any violation of any or all of the covenants contained in Section 6
of this Agreement by the Executive or any of his affiliates, associates,
partners or agents, either directly or indirectly, and that such right to
injunction shall be cumulative and in addition to whatever other remedies the
Company may possess.

         8. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida without regard to any conflict
of law, rule or principle that would give effect to the laws of another
jurisdiction.

         9. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and, upon
its effectiveness, shall supersede all prior agreements, understandings and
arrangements, both oral and written, between the Executive and the Company (or
any of its affiliates including, without limitation, Continucare Corporation)
with respect to such subject matter. This Agreement may not be modified in any
way unless by a written instrument signed by both the Company and the
Executive.

         10. Notices. Any notice required or permitted to be given hereunder
shall be deemed given when delivered by hand or when deposited in the United
States mail, by registered or certified mail, return receipt requested, postage
prepaid, to the parties hereto at their respective addresses set forth in the
Purchase Agreement, or to such other address as either party hereto may from
time to time give notice of to the other.

         11. Benefits; Binding Effect. This Agreement shall be for the benefit
of and binding upon the parties hereto and their respective heirs, personal
representative, legal representatives, successors and, where applicable,
assigns, including, without limitation, any successor to the Company, whether
by merger, consolidation, sale of stock, sale of assets or otherwise; provided,
however that the



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Executive shall not delegate his employment obligations hereunder, or any
portion thereof, to any other person.

         12. Severability. The invalidity of any one or more of the words,
phrases, sentences, clauses or sections contained in this Agreement shall not
affect the enforceability of the remaining portions of this Agreement or any
part thereof, all of which are inserted conditionally on their being valid in
law and, in the event that any one or more of the words, phrases, sentences,
clauses or sections contained in this Agreement shall be declared invalid, this
Agreement shall be construed as if such invalid word or words, phrase or
phrases, sentence or sentences, clause or clauses, or section or sections had
not been inserted. If such invalidity is caused by length of time or size of
area, or both, the otherwise invalid provision will be considered to be reduced
to a period or area which would cure such invalidity.

         13. Waivers. The waiver by either party hereto of a breach or
violation of any term or provision of this Agreement shall not operate nor be
construed as a waiver of any subsequent breach or violation.

         14. Damages. Nothing contained herein shall be construed to prevent
the Company or the Executive from seeking and recovering from the other damages
sustained by either or both of them as a result of its or his breach of any
term or provision of this Agreement. In the event that either party hereto
brings suit for the collection of any damages resulting from, or for the
injunction of any action constituting, a breach of any of the terms or
provisions of this Agreement, then the party found to be at fault shall pay all
reasonable court costs and attorneys' fees of the other.

         15. Section Headings. The section heading contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.



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         16. No Third Party Beneficiary. Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or give any person
other than the Company, the Executive and their respective heirs, personal
representatives, legal representatives, successors and assigns, as applicable,
any rights or remedies under or by reason of this Agreement.

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



                                             CONTINUCARE CORPORATION




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



                                             /s/ Spencer J. Angel
                                             ----------------------------------
                                             SPENCER J. ANGEL





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