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                                                                 EXHIBIT 10.21


FIRST AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN CHARLES M. FERNANDEZ
("EXECUTIVE") AND CONTINUCARE CORPORATION (f/k/a ZANART ENTERTAINMENT
INCORPORATED) (HEREINAFTER THE "COMPANY"), ENTERED INTO AS OF THE 1ST DAY OF
OCTOBER 1999
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         In consideration of the sum of $1 and other good and valuable
consideration the receipt of which is hereby acknowledged, the employment
agreement between the Company and the Executive dated September 11, 1996
("Agreement") is hereby amended effective as of the date hereof as follows:

         1.       Paragraph 2 of the Agreement is hereby amended to read as
                  follows:

                           "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."

         2.       Paragraph 3.1 of the Agreement is hereby amended to read as
                  follows:

                  "3.1 Base Salary. The Executive shall receive a base salary
                  at the annual rate of Two Hundred Fifty Thousand Dollars
                  ($250,000) (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.       Paragraph 3.2 of the Agreement is hereby amended to read as
                  follows:

                  "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


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                  following such determination; provided, that if this
                  Agreement is terminated earlier as set forth herein, then the
                  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."

         4.       Paragraph 5.1 of the Agreement is hereby amended to read as
                  follows:

                  "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 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, (iii) 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, (iv) the breach by the Executive of his
                  fiduciary duty or duty of trust to the Company."

         5.       Paragraph 5.4 of the Agreement is hereby amended to read as
                  follows:

                  "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)."

         6.       Paragraph 5.5 of the Agreement is hereby amended to read as
                  follows:

                  "5.5 Resignation by Executive. The Executive shall at all
                  times have the right, upon 30 days' 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 the termination and the amount of, if any, the unpaid
                  bonus in



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                  accordance with Section 3.2 hereof and any accrued vacation
                  time, 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).

         7.       Paragraph 6.1 of the Agreement is hereby amended to read as
                  follows:

                  "6.1 Non-competition. While employed by the company and for a
                  period of six months 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, 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."

         8.       Paragraph 6.3 of the Agreement is hereby amended to read as
                  follows:

                  "6.3 Nonsolicitation of Employees and Customers. While
                  employed by the Company and for a period of six months
                  following the date of his employment is terminated hereunder,
                  the Executive shall not, directly or indirectly, for himself
                  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."



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


                                               CONTINUCARE CORPORATION



                                               By: /s/ Spencer J. Angel
                                                   ----------------------------



                                                   /s/ Charles M. Fernandez
                                              ---------------------------------
                                              CHARLES M. FERNANDEZ





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