Table of Contents

o   Preliminary proxy statement
o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ   Definitive proxy statement
o   Definitive Additional Materials
o   Soliciting Material under Rule 14a-12

o	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

þ	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

---

Table of Contents

	Sincerely,

	Richard C. Pfenniger, Jr.
	Chairman, Chief Executive Officer and President

---

Table of Contents

	By Order of the Board of Directors
	Fernando L. Fernandez
	Senior Vice President-Finance, Chief Financial
	Officer, Treasurer and Secretary

---

Table of Contents

			Page
INFORMATION CONCERNING YOUR PROXY				1
PURPOSE OF THE MEETING				2
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS				2
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING INFORMATION				2
SUMMARY TERM SHEET FOR THE ACQUISITION				4
RISK FACTORS				9
WHERE YOU CAN FIND MORE INFORMATION				13
SELECTED UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL DATA				14
PROPOSAL 1 — APPROVAL OF THE ISSUANCE OF 20.0 MILLION SHARES OF OUR COMMON STOCK IN CONNECTION WITH THE ACQUISITION				16
	Overview of the Acquisition			16
	Background of the Acquisition			16
	Reasons for the Acquisition, Factors Considered by our Board of Directors, and Recommendation of our Board of Directors			18
	Financing for the Acquisition			18
	Opinion of Financial Advisor to our Board of Directors			18
	Accounting Treatment of the Acquisition			24
	Federal Income Tax Consequences of the Acquisition			24
	Dissenters’ Rights			25
	Regulatory Approvals Relating to the Acquisition			25
THE ASSET PURCHASE AGREEMENT AND RELATED AGREEMENTS				26
	General			26
	Effective Time of the Acquisition			26
	Acquisition Consideration			26
	Representations and Warranties			26
	Certain Covenants			28
	Noncompete and Nonsolicitation Covenants			29
	Indemnification			29
	Conditions Precedent to the Acquisition			30
	Termination of the Asset Purchase Agreement			30
	Amendments			31
	Fees and Expenses			31
	Registration Rights Agreement			31
	Voting Agreement			32
	Employment Agreements of Luis Cruz, M.D., Jose M. Garcia and Carlos Garcia			32
	Certain Leases			32
DESCRIPTION OF CONTINUCARE CORPORATION				33
	Our Business			33
	Our Medical Centers			33
	Our IPAs			33
	Our HMO Affiliates			33
	Compliance Program			34
	Competition			34
	Employees			34
	Insurance			34

---

Table of Contents

			Page
	Selected Historical Financial and Operating Data of Continucare Corporation			35
	Our Management’s Discussion and Analysis of our Financial Condition and Results of our Operations			36
	Quantitative and Qualitative Disclosures About our Market Risk			50
	Our Changes in and Disagreements with our Accountants on Accounting and Financial Disclosure			50
DESCRIPTION OF THE MDHC COMPANIES				51
	The MDHC Companies’ Business			51
	The MDHC Companies’ Properties			51
	The MDHC Companies’ Legal Proceedings			52
	Selected Historical Financial and Operating Data of the MDHC Companies			53
	The MDHC Companies’ Management’s Discussion and Analysis of the MDHC Companies’ Financial Condition and Results of their Operations			54
	Quantitative and Qualitative Disclosures About the MDHC Companies’ Market Risk			60
	The MDHC Companies’ Changes in and Disagreements with their Accountants on Accounting and Financial Disclosure			60
	Market Price of and Dividends on the MDHC Companies’ Common Shares			60
	Controls and Procedures			60
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT				61
OTHER BUSINESS				62
INDEX TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS				P-1
INDEX TO FINANCIAL STATEMENTS OF CONTINUCARE CORPORATION				FA-1
INDEX TO FINANCIAL STATEMENTS OF THE MDHC COMPANIES				FB-1
Annex A           Asset Purchase Agreement
Annex B           Voting Agreement
Annex C           Opinion of Capitalink, L.C.

---

Table of Contents

---

Table of Contents

2

---

Table of Contents

	•	the benefits we expect to realize from the Acquisition;
	•	our ability to integrate the MDHC Companies’ operations and personnel and achieve expected synergies;
	•	our ability to serve a significantly larger patient base;
	•	our ability to successfully adapt our operations to accommodate a larger Medicaid patient base;
	•	our ability to work together effectively with our HMO affiliates pending and following the consummation of the Acquisition;
	•	the expected financial impact of the Acquisition on us, which could be materially different than the impact we estimate;
	•	the impact of the significant increase in our intangible assets that will result if we complete the Acquisition;
	•	our ability to make capital expenditures and respond to capital needs;
	•	our ability to enhance the services we provide to our patients;
	•	our ability to strengthen our medical management capabilities;
	•	our ability to improve our physician network;
	•	our ability to enter into or renew our managed care agreements and negotiate terms which are favorable to us and affiliated physicians;
	•	our ability to respond to future changes in Medicare reimbursement levels and reimbursement rates from other third parties;
	•	our compliance with applicable laws and regulations;
	•	our ability to establish new relationships with third party payors and physicians;
	•	our ability to expand our network through additional medical centers or other facilities; and
	•	the potential impact on our claims loss ratio as a result of the Medicare Risk Adjustments (“MRA”) and the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Medicare Modernization Act”).

3

---

Table of Contents

4

---

Table of Contents

	•	the accuracy of each of the parties’ representations and warranties and compliance by each of the parties with their covenants;
	•	the requisite vote of our shareholders approving the issuance of the shares to be issued pursuant to the Asset Purchase Agreement;
	•	the non-occurrence of a material adverse effect upon us or upon the assets, properties and business of the MDHC Companies;
	•	the receipt of all consents, assignments and authorizations from the MDHC Companies reasonably necessary to consummate the Acquisition;
	•	the receipt of an unqualified opinion on the MDHC Companies’ audited financial statements from the MDHC Companies’ auditor;
	•	the absence of an adjustment in any material respect of the MDHC Companies’ financial statements from the form which was previously provided to us as a result of the audit;
	•	the absence of any action, suit or proceeding wherein an unfavorable judgment would, in the reasonable judgment of Owners, impose material limitations on their ability to acquire or hold or exercise rights relating to their ownership of our shares; and
	•	the appointment of Luis Cruz, M.D. to our Board of Directors.

5

---

Table of Contents

	•	if any law is enacted, promulgated or issued by any governmental entity making the consummation of the Acquisition and related transactions illegal;
	•	if the Acquisition has not been completed by December 29, 2006;
	•	if our shareholders do not approve the issuance of additional shares;
	•	if any party materially breaches any of their respective representations, warranties, covenants or other agreements in the Asset Purchase Agreement that cannot be materially cured or has not been materially cured within 20 business days after they are provided with written notice of the breach;
	•	by us if the MDHC Companies or Owners violate their covenants not to solicit or agree to other offers competitive with the Acquisition;
	•	by us if the MDHC Companies’ audited financial statements reflect any material adverse audit adjustments from the MDHC Companies’ unaudited financial statements;
	•	by us if the MDHC Companies’ audited financial statements for the year ended December 31, 2005 do not reflect adjusted EBITDA of at least $6.0 million;
	•	by the MDHC Companies if the Voting Agreement is terminated; or
	•	by the MDHC Companies if our Board of Directors withholds or withdraws its recommendations to issue additional shares of our common stock or modifies its recommendations to issue those shares in a manner adverse to the MDHC Companies or any of the Owners.

6

---

Table of Contents

7

---

Table of Contents

8

---

Table of Contents

	If we are unable to complete the Acquisition, our business may be adversely affected.

	We must obtain several third party consents and government permits to complete the Acquisition.

	The Acquisition will result in dilution to our current shareholders.

	Substantial sales of our common stock could adversely affect its market price.

9

---

Table of Contents

	We may not realize the anticipated benefits from the Acquisition.

	The indemnification obligations under the Asset Purchase Agreement are limited.

	The Internal Revenue Service may disagree with the parties’ description of the federal income tax consequences.

	If we are unable to successfully integrate the MDHC Companies’ business operations into our business operations after the Acquisition, we may not realize the anticipated benefits from the Acquisition and our business could be adversely affected.

	If the combined company experiences losses following the closing of the Acquisition, we could experience difficulty meeting our business plan and our stock price could be negatively affected.

10

---

Table of Contents

	The debt we will assume in the Acquisition will increase our debt to equity ratio and expose us to greater risks.

	•	increase our vulnerability to general adverse economic and industry conditions;
	•	limit our flexibility in planning for, or reacting to, changes in our business and the healthcare industry, which may place us at a disadvantage compared to our competitors that have less debt; and
	•	limit, along with the possible financial and other restrictive covenants in our indebtedness, our ability to borrow additional funds.

	If we complete the Acquisition our substantial intangible assets will greatly increase.

	•	a significant adverse change in legal factors or the business climate;
	•	the loss of a key HMO contract;
	•	an adverse action by a regulator;
	•	unanticipated competition;
	•	loss of key personnel; or
	•	allocation of goodwill to a portion of business that is to be sold.

11

---

Table of Contents

	Our acquisitions could result in integration difficulties, unexpected expenses, diversion of management’s attention and other negative consequences.

	•	we may be unable to centralize and consolidate our financial, operational and administrative functions with those of the businesses we acquire;
	•	our management’s attention may be diverted from other business concerns;
	•	we may be unable to retain and motivate key employees of an acquired company;
	•	litigation, indemnification claims and other unforeseen claims and liabilities may arise from the acquisition or operation of acquired businesses;
	•	the costs necessary to complete integration may exceed our expectations or outweigh some of the intended benefits of the transactions we complete;
	•	we may be unable to maintain the patients or goodwill of an acquired business; and
	•	the costs necessary to improve the operating systems and services of an acquired business may exceed our expectations.

	Competition for acquisition targets and acquisition financing and other factors may impede our ability to acquire other businesses and may inhibit our growth.

	We may be unable to manage the growth of our business.

12

---

Table of Contents

	We are exposed to risks relating to the evaluation of the MDHC Companies’ internal controls.

13

---

Table of Contents

14

---

Table of Contents

			For the Nine Months Ended March 31, 2006
							MDHC				Pro Forma				Pro Forma
			Continucare				Companies				Adjustments				Combined
Pro Forma Combined Condensed Statement of Income Data:
Total revenue			$	96,778,659			$	64,913,738			$	—			$	161,692,397
Operating expenses				90,144,801				64,135,620				1,085,250				155,365,671
Income from operations				6,633,858				778,118				(1,085,250	)			6,326,726
Net income (loss)			$	4,229,366				188,417				(760,275	)			3,657,508
Net income per common share:
	Basic		$	.08											$	.05
	Diluted		$	.08											$	.05
Cash dividends declared			$	—											$	—

			For the Year Ended June 30, 2005
							MDHC				Pro Forma				Pro Forma
			Continucare				Companies				Adjustments				Combined
Pro Forma Combined Condensed Statement of Income Data:
Total revenue			$	112,231,113			$	74,803,090			$	—			$	187,034,203
Operating expenses				102,920,236				70,250,880				1,434,000				174,605,116
Income from operations				9,310,877				4,552,210				(1,434,000	)			12,429,087
Net income			$	15,891,492			$	2,751,440			$	(993,240	)		$	17,649,692
Net income per common share:
	Basic		$	.32											$	.25
	Diluted		$	.31											$	.25
Cash dividends declared			$	—											$	—

		As of March 31, 2006
						MDHC				Pro Forma				Pro Forma
		Continucare				Companies				Adjustments				Combined
Pro Forma Combined Condensed Balance Sheet Data:
Total assets		$	38,091,948			$	11,119,809			$	63,370,000			$	112,581,757
Long-term obligations, including current portion		$	118,119			$	8,631,765			$	(130,000	)		$	8,619,884

15

---

Table of Contents

16

---

Table of Contents

17

---

Table of Contents

	•	further Continucare’s strategy to invest in growth opportunities while creating operating efficiencies through economies of scale;
	•	increase the patient-base served by Continucare’s organization as well as expand Continucare’s market penetration in Miami-Dade County, Florida;
	•	facilitate Continucare’s expansion in the Medicaid line of business to augment Continucare’s strong Medicare Advantage line of business;
	•	be accretive to earnings and cash flow;
	•	provide Continucare with access to the MDHC Companies’ experienced management team; and
	•	further strengthen Continucare’s relationships with its HMO affiliates.

	•	possible disruptions to Continucare’s business and management distractions that could arise from the Acquisition and the integration of the MDHC Companies’ business into Continucare’s business;
	•	the possibility that the expected synergies and benefits from the Acquisition described above may not be realized; and
	•	the risks inherent in the fluctuating price of Continucare’s common stock on the AMEX, such as the risk that the value of the shares of Continucare’s common stock issuable in connection with the Acquisition on the Closing Date may exceed the value of those shares as of the date on which our Board of Directors approved the Acquisition.

18

---

Table of Contents

	•	reviewed the draft of the asset purchase agreement dated May 3, 2006;
	•	reviewed publicly available financial information and other data with respect to us, including our Annual Report on Form 10-K for the year ended June 30, 2005 and our Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2005;
	•	reviewed available financial information with respect to the MDHC Companies, including draft unaudited income statements and balance sheets for the years ended December 31, 2005 and 2004;
	•	considered the historical financial results and present financial condition of the MDHC Companies;
	•	reviewed and compared the trading of, and the trading market for our common stock;
	•	reviewed and analyzed the indicated value range of the Acquisition consideration;
	•	reviewed and analyzed the MDHC Companies’ projected unlevered free cash flows and prepared a discounted cash flow analysis;
	•	reviewed and analyzed certain financial characteristics of publicly-traded companies that Capitalink deemed to have characteristics comparable to the MDHC Companies; and
	•	reviewed and analyzed certain financial characteristics of target companies in transactions where Capitalink deemed such target companies to have characteristics comparable to that of the MDHC Companies.

19

---

Table of Contents

	Acquisition Consideration Analysis

20

---

Table of Contents

	Valuation Overview

	Discounted Cash Flow Analysis

	Comparable Company Analysis

21

---

Table of Contents

	•	The multiple of enterprise value to revenue for the last twelve months ranged from 0.28x to 1.24x, with a mean of 0.71x.
	•	The multiple of enterprise value to calendar year 2006 revenue ranged from 0.30x to 0.99x, with a mean of 0.65x.
	•	The multiple of enterprise value to calendar year 2007 revenue ranged from 0.28x to 0.88x, with a mean of 0.65x.
	•	The multiple of enterprise value to EBITDA for the last twelve months ranged from 3.7x to 16.0x, with a mean of 9.2x.
	•	The multiple of enterprise value to calendar year 2006 EBITDA ranged from 7.0x to 13.0x, with a mean of 9.0x.
	•	The multiple of enterprise value to calendar year 2007 EBITDA ranged from 5.4x to 11.2x, with a mean of 7.9x.

	•	Between 0.70x and 0.90x revenue for the last twelve months;
	•	Between 0.60x and 0.70x fiscal 2006 revenue;
	•	Between 0.50x and 0.60x fiscal 2007 revenue;
	•	Between 9.0x and 11.0x EBITDA for the last twelve months;

22

---

Table of Contents

	•	Between 8.0x and 10.0x fiscal 2006 EBITDA; and
	•	Between 7.0x and 9.0x fiscal 2007 EBITDA.

	Comparable Transaction Analysis

Target		Acquiror
PSH Acquisition Corporation		Horizon Health Corp.
IASIS Healthcare Corp.		Investors led by MTS Health Partners & Texas Pacific Group
Mid Atlantic Medical Services Inc.		United Healthcare Corp.
Kessler Rehabilitation Corp.		Select Medical Corp.
Ramsey Youth Services, Inc.		Psychiatric Solutions Inc.

	•	The multiple of enterprise value to revenue for the last twelve months ranged from 0.53x to 1.68x, with a mean of 1.11x.
	•	The multiple of enterprise value to EBITDA for the last twelve months ranged from 7.3x to 11.8x, with a mean of 9.7x.

	•	Between 0.70x and 0.80x revenue for the last twelve months.
	•	Between 9.0x and 10.0x EBITDA for the last twelve months.

23

---

Table of Contents

24

---

Table of Contents

25

---

Table of Contents

26

---

Table of Contents

	•	the organization, qualification and good standing of each of the MDHC Companies, Retain, Continucare, Buyer and Buyer LLC;
	•	the authority of each of the MDHC Companies, Retain, Owner, Continucare, Buyer and Buyer LLC to enter into, and carry out the obligations under, the Asset Purchase Agreement and all ancillary agreements thereto;
	•	the absence of conflicts, violations or defaults under each party’s organizational documents, applicable laws and material agreements;
	•	the accuracy of the MDHC Companies’ financial statements and Continucare’s SEC filings;
	•	the absence of material adverse changes in the MDHC Companies’ assets to be purchased pursuant to the Asset Purchase Agreement (the “Purchased Assets”) since December 31, 2005;
	•	the absence of material adverse effects on the business of the MDHC Companies and Continucare;
	•	the absence of finders’ fees;
	•	the absence of litigation matters which question the legality or propriety of the transactions contemplated by the Asset Purchase Agreement;
	•	the validity of the Continucare shares to be issued pursuant to the Asset Purchase Agreement;
	•	compliance by each party with applicable legal requirements and regulations;
	•	employee matters; and
	•	insurance.

	•	title to the Purchased Assets;
	•	the availability, condition and adequacy of the Purchased Assets;
	•	the MDHC Companies’ intellectual property;
	•	the MDHC Companies’ and Owners’ subsidiaries and investments;
	•	the MDHC Companies’ accounts receivable;
	•	the MDHC Companies’ material contracts;
	•	governmental permits and authorizations required in connection with the operation of the MDHC Companies’ business;
	•	no undisclosed liabilities;
	•	tax matters;
	•	employee matters;
	•	environmental matters; and
	•	the absence of certain related parties.

27

---

Table of Contents

	•	operate the MDHC Companies’ business in good faith, in the usual, regular and ordinary course of business and consistent with past practices;
	•	use all commercially reasonable efforts consistent with past practices and policies to preserve intact the MDHC Companies’ business organizations;
	•	keep available the services of its present officers and employees and preserve its relationships with patients, suppliers, third party payors and others having business dealings with the MDHC Companies;
	•	except for personal property sold or otherwise disposed of for fair value in the ordinary course of business consistent with past practices and other limited exceptions, not sell, lease, transfer or otherwise dispose of, or mortgage, pledge or encumber any of the assets reflected on the unaudited combined balance sheet of the MDHC Companies as of December 31, 2005 or any assets acquired by the MDHC Companies after December 31, 2005;
	•	except in the ordinary course of business consistent with past practices, not cancel any debts owed to the MDHC Companies or claims held by the MDHC Companies;
	•	except in the ordinary course of business consistent with past practices (but in no event in an amount greater than $100,000 whether individually or in the aggregate), not create, incur, assume or guarantee any indebtedness for borrowed money or enter into, as lessee, any capitalized lease obligations;
	•	except in the ordinary course of business consistent with past practices and except for distributions to Owners of any and all cash reflected on the MDHC Companies’ books and records as owned by the MDHC Companies from time to time prior to the Closing Date, not make any payment of cash or distribution to any Owner or any affiliate of any Owner;
	•	except in the ordinary course of business consistent with past practices (but in no event in an amount greater than $10,000), not institute or agree to institute any increase in any compensation payable to any employee of the MDHC Companies;
	•	not make any material changes in the accounting principles and practices used by the MDHC Companies;
	•	not enter into any material contract;
	•	not grant any dividends nor redeem, repurchase or otherwise acquire, directly or indirectly, recapitalize or reclassify any shares of its capital stock;
	•	not make any capital expenditure involving more than $25,000; and
	•	not take any action or omit to take any action which could reasonably be expected to cause any of the conditions to the Closing not to be satisfied.

	•	operate its respective business in good faith, in the usual, regular and ordinary course of business and consistent with past practices; and
	•	not take any action that would make or cause any of its respective representations and warranties made in the Asset Purchase Agreement to become inaccurate in any material respect.

28

---

Table of Contents

	•	increase its consolidated indebtedness for borrowed money by more than $10.0 million over the amount of indebtedness reflected on Continucare’s consolidated balance sheet as of December 31, 2005; nor
	•	issue, in one or more transactions, a number of shares of Continucare’s common stock or any securities convertible into Continucare’s common stock, or subscriptions, rights, warrants or options representing the right to acquire greater than 20% of the number of shares of Continucare’s common stock outstanding as of May 10, 2006 or enter into any agreement obligating it to do so.

	•	any breach by any of the MDHC Companies or any Owner of any of the covenants in the Asset Purchase Agreement and ancillary agreements thereto;
	•	any failure of any of the MDHC Companies or any Owner to perform any of the obligations required by the Asset Purchase Agreement and ancillary agreements thereto;
	•	any breach of any warranty or the inaccuracy of any representation of any of the MDHC Companies or any Owner contained in the Asset Purchase Agreement and ancillary agreements thereto or any certificate delivered by or on behalf of any of the MDHC Companies or any Owner pursuant to the Asset Purchase Agreement; and
	•	the failure of any of the MDHC Companies to perform any excluded liability.

	•	any breach by Continucare or Buyer of any of the covenants in the Asset Purchase Agreement and ancillary agreements thereto;

29

---

Table of Contents

	•	any failure of Continucare or Buyer to perform any of the obligations required by the Asset Purchase Agreement and ancillary agreements thereto;
	•	any breach of any warranty or the inaccuracy of any representation of Continucare or Buyer contained in the Asset Purchase Agreement and ancillary agreements thereto or any certificate delivered by or on behalf of Buyer pursuant to the Asset Purchase Agreement; and
	•	the failure of Buyer to perform any liability assumed by Buyer pursuant to an instrument of assumption delivered by Buyer to the MDHC Companies on the Closing Date.

	•	the accuracy of each of the parties representations and warranties and compliance by each of the parties’ with their covenants;
	•	the requisite vote of our shareholders approving the issuance of the additional shares;
	•	the non-occurrence of a material adverse effect upon us or upon the assets, properties and business of the MDHC Companies;
	•	the receipt of all consents, assignments and authorizations from the MDHC Companies reasonably necessary to consummate the Acquisition;
	•	the receipt of an unqualified opinion on the MDHC Companies’ audited financial statements from the MDHC Companies’ auditor;
	•	the absence of an adjustment in any material respect of the MDHC Companies’ financial statements from the form which was previously provided to us as a result of the audit;
	•	the absence of any action, suit or proceeding wherein an unfavorable judgment would, in the reasonable judgment of the Owners, impose material limitations on their ability to acquire or hold or exercise rights relating to their ownership of our shares; and
	•	the appointment of Luis Cruz, M.D. to our Board of Directors.

	•	if any law is enacted, promulgated or issued by any governmental entity making the consummation of the Acquisition and related transactions illegal;
	•	if the Acquisition has not been completed by December 29, 2006;
	•	if our shareholders do not approve the issuance of additional shares;
	•	if any governmental authority or regulatory body issues an order, decree or ruling which permanently restrains, enjoins or prohibits the consummation of the Acquisition; or

30

---

Table of Contents

	•	if any party materially breaches any of their respective representations, warranties, covenants or other agreements in the Asset Purchase Agreement that cannot be materially cured or has not been materially cured within 20 business days after they are provided with written notice of the breach;

	•	if the Voting Agreement is terminated;
	•	if our Board of Directors withholds or withdraws its recommendations to issue additional shares of Continucare’s common stock or modifies its recommendations to issue those shares in a manner adverse to the MDHC Companies or any of the Owners; or
	•	if there has been a change in the tax law that would apply to the Acquisition that would reasonably be expected to impose adverse tax consequences to the MDHC Companies or the Owners; and

	•	if the MDHC Companies or Owners violate their covenants not to solicit or agree to other offers competitive with the Acquisition;
	•	if the MDHC Companies’ audited financial statements reflect any material adverse audit adjustments from the MDHC Companies’ unaudited financial statements;
	•	if the MDHC Companies’ audited financial statements for the year ended December 31, 2005 do not reflect adjusted EBITDA of at least $6.0 million.

31

---

Table of Contents

32

---

Table of Contents

33

---

Table of Contents

34

---

Table of Contents

																							For the Nine Months
			For the Year Ended June 30,																				Ended March 31,
			2005				2004(1)				2003(1)				2002(1)				2001(1)				2006				2005
																							(Unaudited)
Total revenue			$	112,231,113			$	101,824,102			$	97,164,834			$	90,978,930			$	85,824,012			$	96,778,659			$	83,097,240
Operating expenses				102,920,236				96,794,294				94,677,055				88,871,283				86,984,437				90,144,801				77,739,794
Income (loss) from operations				9,310,877				5,029,808				2,487,779				2,107,647				(1,160,425	)			6,633,858				5,357,446
Income (loss) from continuing operations				15,891,492				6,246,797				1,538,020				(1,864,679	)			(2,752,199	)			4,229,366				4,718,881
Income (loss) from discontinued operations				—				(1,593,843	)			(1,479,422	)			(1,781,709	)			2,614,297				—				—
Net income (loss)			$	15,891,492			$	4,652,954			$	58,598			$	(3,646,388	)		$	(137,902	)		$	4,229,366			$	4,718,881
Diluted net income (loss) per common share:
	Income (loss) from continuing operations		$	.31			$	.12			$	.04			$	(.05	)		$	(.08	)		$	.08			$	.09
	Income (loss) from discontinued operations			—				(.03	)			(.04	)			(.04	)			.08				—				—
Net income (loss) per common share			$	.31			$	.09			$	—			$	(.09	)		$	—			$	.08			$	.09
Cash dividends declared			$	—			$	—			$	—			$	—			$	—			$	—			$	—

		As of June 30,																				As of March 31,
		2005				2004(1)				2003(1)				2002(1)				2001(1)				2006				2005
																						(Unaudited)
Total assets		$	34,137,935			$	21,908,181			$	20,999,976			$	21,546,985			$	22,343,279			$	38,091,948			$	27,420,155
Long-term obligations; including current portion		$	107,710			$	337,186			$	9,597,063			$	13,877,505			$	11,806,623			$	118,119			$	154,947

(1)	These amounts have been adjusted to reflect the termination of certain lines of business, discussed in Note 3 to the consolidated financial statements included herein, as discontinued operations.

35

---

Table of Contents

36

---

Table of Contents

37

---

Table of Contents

38

---

Table of Contents

39

---

Table of Contents

40

---

Table of Contents

41

---

Table of Contents

42

---

Table of Contents

43

---

Table of Contents

44

---

Table of Contents

					Year Ended June 30,
					2005				2004				2003
Revenue:
	Medical services revenue, net					99.2	%			99.3	%			100.0	%
	Management fee revenue and other income					0.8				0.7				—
			Total revenue			100.0				100.0				100.0
Operating expenses:
	Medical services:
		Medical claims				72.3				75.0				76.2
		Other direct costs				11.2				11.4				11.0
			Total medical services			83.5				86.4				87.2
	Administrative payroll and employee benefits					4.6				3.8				3.8
	General and administrative					6.3				5.7				6.4
	Gain on extinguishment of debt					(2.7	)			(0.8	)			—
			Total operating expenses			91.7				95.1				97.4
Income from operations						8.3				4.9				2.6
Other income (expense):
	Interest income					0.1				—				—
	Interest expense					(0.6	)			(1.0	)			(1.0	)
	Medicare settlement related to terminated operations					—				2.2				—
Income from continuing operations before income tax benefit						7.8				6.1				1.6
Income tax benefit						6.4				—				—
Income from continuing operations						14.2				6.1				1.6
Income (loss) from discontinued operations:
	Home health operations					—				(1.6	)			(1.9	)
	Terminated IPAs					—				0.1				0.4
Total loss from discontinued operations						—				(1.5	)			(1.5	)
Net income						14.2	%			4.6	%			0.1	%

45

---

Table of Contents

46

---

Table of Contents

47

---

Table of Contents

48

---

Table of Contents

49

---

Table of Contents

50

---

Table of Contents

51

---

Table of Contents

52

---

Table of Contents

																						(Unaudited)
																						For the Three Months Ended
		For the year ended December 31,																				March 31, 2006
		2005				2004				2003				2002				2001				2006				2005
Total revenue		$	82,754,034			$	63,290,291			$	61,930,798			$	60,061,906			$	52,620,960			$	22,353,801			$	17,049,741
Operating expenses			79,559,239				62,907,756				62,557,023				61,374,015				51,040,422				21,765,318				16,490,716
Income (loss) from operations			3,194,795				382,535				(626,225	)			(1,312,109	)			1,580,538				588,483				559,025
Net income (loss)			1,246,198				(210,072	)			(1,823,463	)			(1,093,583	)			1,655,949				279,393				266,349

																						(Unaudited)
		As of December 31,																				As of March 31,
		2005				2004				2003				2002				2001				2006				2005
Total assets		$	13,062,865			$	8,649,200			$	7,494,983			$	5,785,880			$	3,213,968			$	11,119,809			$	8,256,772
Long-term obligations; including current portion		$	7,800,537			$	8,106,300			$	7,193,594			$	6,673,435			$	2,791,721			$	8,631,765			$	7,891,009

53

---

Table of Contents

54

---

Table of Contents

55

---

Table of Contents

56

---

Table of Contents

						Year ended December 31,
						2005				2004				2003
Revenue:
	Medical services revenue, net						100.0%				99.5%				99.1%
	Other Income						0.0				0.5				0.9
				Total revenue			100.0				100.0				100.0
Operating expenses:
	Medical services:
			Medical claims				68.5				69.4				69.0
			Other direct costs				10.6				12.6				14.9
				Total medical services			79.1				82.0				83.9
	General and administrative						17.0				17.4				17.1
				Total operating expenses			96.1				99.4				101.0
Income from operations							3.9				0.6				(1.0	)
Other income (expense):
	Interest expense						(0.6	)			(0.7	)			(0.8	)
Income before income tax provision							3.3				(0.1	)			(1.8	)
		Income tax provision					1.7				0.2				—
Net income (loss):							1.6%				(0.3	)%			(1.8	)%

57

---

Table of Contents

58

---

Table of Contents

59

---

Table of Contents

		Payment due by Period
		Total				Less than 1 Year				1-2 Years				3-5 Years
Long-term debt obligations		$	6,478,355			$	592,814			$	1,696,460			$	4,189,081
Amounts payable to related parties			354,809				354,809				—				—
Other notes payable			1,322,182				1,322,182
Operating lease obligations			896,108				254,179				403,658				238,271
Total		$	9,051,454			$	2,523,984			$	2,100,118			$	4,427,352

60

---

Table of Contents

			Amount and Nature of				Percent of
Name and Address of Beneficial Owner			Beneficial Ownership(1)				Common Stock(2)
Robert Cresci				340,000(3	)			*
Neil Flanzraich				240,000(4	)			*
Phillip Frost, M.D.				22,239,101(5	)			44.2	%
	4400 Biscayne Boulevard
	Miami, FL 33137
Fernando L. Fernandez				233,333(6	)			*
Luis H. Izquierdo				200,000(6	)			*
Gemma Rosello				25,000(6	)			*
Jacob Nudel, M.D.				140,000(7	)			*
Richard C. Pfenniger, Jr.				1,015,000(8	)			2.0	%
A. Marvin Strait				53,333(9	)			*
Pecks Management Partners Ltd.				6,511,584(10	)			13.0	%
	One Rockefeller Plaza
	Suite 900
	New York, NY 10020
All directors and executive officers as a group (9 persons)				24,485,767				47.6	%

	*	Less than one percent.

	(1)	For purposes of this table, beneficial ownership is computed pursuant to Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”); the inclusion of shares as beneficially owned should not be construed as an admission that such shares are beneficially owned for purposes of the Exchange Act.
	(2)	Based on 50,230,812 shares outstanding as of June 1, 2006.
	(3)	Includes 140,000 shares of common stock underlying options that are currently exercisable or exercisable within 60 days after June 1, 2006.
	(4)	Includes 40,000 shares of common stock underlying options that are currently exercisable or exercisable within 60 days after June 1, 2006.
	(5)	Includes (i) 21,279,788 shares owned beneficially through Frost Gamma Investments Trust; (ii) 819,313 shares beneficially owned through Frost Nevada Investments Trust; (iii) 100,000 shares of stock owned directly by Dr. Frost and (iv) 40,000 shares of common stock underlying options that are currently exercisable or exercisable within 60 days after June 1, 2006.
	(6)	Represents shares of common stock underlying options that are currently exercisable or exercisable within 60 days after June 1, 2006.
	(7)	Includes 40,000 shares of common stock underlying options that are currently exercisable or exercisable within 60 days after June 1, 2006.
	(8)	Includes 496,970 shares of common stock underlying options that are currently exercisable or exercisable within 60 days after June 1, 2006.
	(9)	Includes 26,667 shares of common stock underlying options that are currently exercisable or exercisable within 60 days after June 1, 2006.

(10)	The information set forth herein is based solely on the most recent Schedule(s) 13G/ A filed with the SEC by the entity and, accordingly, may not reflect their respective holdings as of the date of this report.

61

---

Table of Contents

	By Order of the Board of Directors,
	Fernando L. Fernandez
	Senior Vice President-Finance, Chief Financial
	Officer, Treasurer and Secretary

62

---

Table of Contents

Unaudited Pro Forma Combined Condensed Financial Statements			P-2
Unaudited Pro Forma Combined Condensed Balance Sheet as of March 31, 2006			P-3
Unaudited Pro Forma Combined Condensed Statements of Income for the nine months ended March 31, 2006			P-4
Unaudited Pro Forma Combined Condensed Statements of Income for the year ended June 30, 2005			P-5
Notes to Unaudited Pro Forma Combined Condensed Financial Statements			P-6

P-1

---

Table of Contents

P-2

---

Table of Contents

								MDHC				Pro Forma								Pro Forma
				Continucare				Companies				Adjustments				Note				Combined
ASSETS
Current assets:
	Cash and cash equivalents			$	8,802,949			$	936,574			$	(5,000,000	)			(1	)		$	4,739,523
	Other receivables, net				200,761				136,677				—								337,438
	Due from HMOs, net				6,868,227				3,290,197				—								10,158,424
	Prepaid expenses and other current assets				797,558				311,337				—								1,108,895
	Deferred tax assets, net				585,571				—				533,000				(2	)			1,118,571
		Total current assets			17,255,066				4,674,785				(4,467,000	)							17,462,851
Certificates of deposit, restricted					548,373				—				—								548,373
Property and equipment, net					755,070				6,394,727				3,469,000				(3	)			10,618,797
Goodwill, net					14,342,510				—				58,568,000				(4	)			72,910,510
Intangible assets, net					—				—				5,800,000				(5	)			5,800,000
Managed care contracts, net					825,436				—				—								825,436
Deferred tax assets, net					4,214,135				—				—								4,214,135
Other assets, net					151,358				50,297				—								201,655
		Total assets		$	38,091,948			$	11,119,809			$	63,370,000							$	112,581,757
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Accounts payable			$	432,156			$	480,793			$	1,500,000				(6	)		$	2,412,949
	Accrued expenses and other current liabilities				2,037,561				921,668				—								2,959,229
	Notes and loans payable				—				2,964,500				(130,000	)			(7	)			2,834,500
	Due to owners				—				178,548				—								178,548
	Income taxes payable				87,286				1,166,797				(1,166,797	)			(8	)			87,286
		Total current liabilities			2,557,003				5,712,306				203,203								8,472,512
Capital lease obligations, less current portion					52,043				—				—								52,043
Deferred tax liability					—				112,000				3,596,000				(9	)			3,708,000
Notes and loans payable, less current portion					—				5,667,265				—								5,667,265
		Total liabilities			2,609,046				11,491,571				3,799,203								17,899,820
Commitments and contingencies
Shareholders’ equity:
	Common stock				5,013				1,155				(1,155	)			(10	)			5,013
	Additional paid-in capital				63,454,217				500				59,198,535				(10	)			122,653,252
	Accumulated deficit				(27,976,328	)			(373,417	)			373,417				(10	)			(27,976,328	)
	Total shareholders’ equity				35,482,902				(371,762	)			59,570,797								94,681,937
	Total liabilities and shareholders’ equity			$	38,091,948			$	11,119,809			$	63,370,000							$	112,581,757

P-3

---

Table of Contents

									MDHC				Pro Forma								Pro Forma
					Continucare				Companies				Adjustments				Note				Combined
Revenue:
	Medical services revenue, net				$	96,436,949			$	64,784,638			$	—							$	161,221,587
	Management fee revenue and other income					341,710				129,100				—								470,810
			Total revenue			96,778,659				64,913,738				—								161,692,397
Operating expenses:
	Medical services:
		Medical claims				69,640,075				45,134,975				—								114,775,050
		Other direct costs				9,764,311				6,931,058				—								16,695,369
			Total medical services			79,404,386				52,066,033				—								131,470,419
	Administrative payroll and employee benefits					4,993,661				7,521,773				—								12,515,434
	General and administrative					5,746,754				4,547,814				1,085,250				(11	)			11,379,818
			Total operating expenses			90,144,801				64,135,620				1,085,250								155,365,671
Income from operations						6,633,858				778,118				(1,085,250	)							6,326,726
Other income (expense):
	Interest income					209,229				—				(141,000	)			(12	)			68,229
	Interest expense					(10,580	)			(403,401	)			—								(413,981	)
Income before income tax provision (benefit)						6,832,507				374,717				(1,226,250	)							5,980,974
Income tax provision (benefit)						2,603,141				186,300				(465,975	)			(13	)			2,323,466
Net income (loss)					$	4,229,366			$	188,417			$	(760,275	)						$	3,657,508
Net income per common share:
	Basic				$	.08												(14	)		$	.05
	Diluted				$	.08												(14	)		$	.05
Weighted average common shares outstanding:
	Basic					49,820,024												(14	)			69,820,024
	Diluted					51,143,705												(14	)			71,143,705

P-4

---

Table of Contents

									MDHC				Pro Forma								Pro Forma
					Continucare				Companies				Adjustments				Note				Combined
Revenue:
	Medical services revenue, net				$	111,316,174			$	74,623,803			$	—							$	185,939,977
	Management fee revenue and other income					914,939				179,287				—								1,094,226
			Total revenue			112,231,113				74,803,090				—								187,034,203
Operating expenses:
	Medical services:
		Medical claims				81,104,665				49,831,373				—								130,936,038
		Other direct costs				12,648,297				8,580,311				—								21,228,608
			Total medical services			93,752,962				58,411,684				—								152,164,646
	Administrative payroll and employee benefits					5,107,672				4,538,554				—								9,646,226
	General and administrative					7,059,602				7,300,642				1,434,000				(11	)			15,794,244
	Gain on extinguishment of debt					(3,000,000	)			—				—								(3,000,000	)
			Total operating expenses			102,920,236				70,250,880				1,434,000								174,605,116
Income from operations						9,310,877				4,552,210				(1,434,000	)							12,429,087
Other income (expense):
	Interest income					108,000								(101,000	)			(12	)			7,000
	Interest expense					(702,946	)			(308,770	)			(67,000	)			(12	)			(1,078,716	)
Income before income tax provision (benefit)						8,715,931				4,243,440				(1,602,000	)							11,357,371
Income tax provision (benefit)						(7,175,561	)			1,492,000				(608,760	)			(13	)			(6,292,321	)
Net income					$	15,891,492			$	2,751,440				(993,240	)							17,649,692
Net income per common share:
	Basic				$	.32												(14	)		$	.25
	Diluted				$	.31												(14	)		$	.25
Weighted average common shares outstanding:
	Basic					50,231,870												(14	)			70,231,870
	Diluted					52,006,064												(14	)			72,006,064

P-5

---

Table of Contents

P-6

---

Table of Contents

P-7

---

Table of Contents

P-8

---

Table of Contents

Historical
	Report of Independent Registered Public Accounting Firm		FA-2
	Consolidated Balance Sheets as of June 30, 2005 and 2004		FA-3
	Consolidated Statements of Income for the years ended June 30, 2005, 2004 and 2003		FA-4
	Consolidated Statements of Shareholders’ Equity for the years ended June 30 2005, 2004 and 2003		FA-5
	Consolidated Statements of Cash Flows for the years ended June 30, 2005, 2004 and 2003		FA-6
	Notes to Consolidated Financial Statements		FA-8
Unaudited
	Condensed Consolidated Balance Sheets as of March 31, 2006 and June 30, 2005		FA-24
	Condensed Consolidated Statements of Income for the three months ended March 31, 2006 and 2005		FA-25
	Condensed Consolidated Statements of Income for the nine months ended March 31, 2006 and 2005		FA-26
	Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2006 and 2005		FA-27
	Notes to Condensed Consolidated Financial Statements		FA-28

FA-1

---

Table of Contents

	/s/ ERNST & YOUNG LLP
	CERTIFIED PUBLIC ACCOUNTANTS

FA-2

---

Table of Contents

				June 30,
				2005				2004
ASSETS
Current assets:
	Cash and cash equivalents			$	5,780,544			$	720,360
	Other receivables, net				144,973				423,215
	Due from HMOs, net of a liability for incurred but not reported medical claims expense of approximately $11,700,000 and $11,450,000 at June 30, 2005 and 2004, respectively				3,485,530				2,701,878
	Prepaid expenses and other current assets				719,577				992,321
	Deferred tax assets, net				585,571				—
		Total current assets			10,716,195				4,837,774
Certificates of deposit, restricted					530,350				30,000
Equipment, furniture and leasehold improvements, net					670,665				492,054
Goodwill, net of accumulated amortization of approximately $7,608,000					14,342,510				14,342,510
Managed care contracts, net of accumulated amortization of approximately $2,422,000 and $2,069,000 at June 30, 2005 and 2004, respectively					1,090,046				1,442,858
Deferred financing costs, net of accumulated amortization of $222,500 at June 30, 2004					—				662,502
Deferred tax assets, net					6,721,353				—
Other assets, net					66,816				100,483
		Total assets		$	34,137,935			$	21,908,181
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Accounts payable			$	660,139			$	504,151
	Accrued expenses and other current liabilities				2,620,802				1,794,019
	Note payable				520,000				—
	Deferred revenue				—				3,000,000
		Total current liabilities			3,800,941				5,298,170
Capital lease obligations, less current portion					38,361				101,177
Related party notes payable, less current portion					—				117,717
		Total liabilities			3,839,302				5,517,064
Commitments and contingencies
Shareholders’ equity:
	Common stock, $0.0001 par value: 100,000,000 shares authorized; 52,591,895 shares issued and 49,595,702 shares outstanding at June 30, 2005 and 53,296,379 shares issued and 50,300,186 shares outstanding at June 30, 2004				4,960				5,031
	Additional paid-in capital				67,924,068				69,907,973
	Accumulated deficit				(32,205,694	)			(48,097,186	)
	Treasury stock, 2,996,193 shares at June 30, 2005 and 2004				(5,424,701	)			(5,424,701	)
		Total shareholders’ equity			30,298,633				16,391,117
		Total liabilities and shareholders’ equity		$	34,137,935			$	21,908,181

FA-3

---

Table of Contents

					For the Year Ended June 30,
					2005				2004				2003
Revenue:
	Medical services revenue, net				$	111,316,174			$	101,123,346			$	97,164,834
	Management fee revenue and other income					914,939				700,756				—
			Total revenue			112,231,113				101,824,102				97,164,834
Operating expenses:
	Medical services:
		Medical claims				81,104,665				76,333,580				74,046,265
		Other direct costs				12,648,297				11,665,894				10,696,997
			Total medical services			93,752,962				87,999,474				84,743,262
	Administrative payroll and employee benefits					5,107,672				3,822,949				3,681,446
	General and administrative					7,059,602				5,821,871				6,252,347
	Gain on extinguishment of debt					(3,000,000	)			(850,000	)			—
			Total operating expenses			102,920,236				96,794,294				94,677,055
Income from operations						9,310,877				5,029,808				2,487,779
Other income (expense):
	Interest income					108,000				4,793				6,568
	Interest expense					(702,946	)			(1,006,082	)			(956,327	)
	Medicare settlement related to terminated operations					—				2,218,278				—
Income from continuing operations before income tax benefit						8,715,931				6,246,797				1,538,020
Income tax benefit						7,175,561				—				—
Income from continuing operations						15,891,492				6,246,797				1,538,020
Income (loss) from discontinued operations:
	Home health operations					—				(1,666,934	)			(1,830,118	)
	Terminated IPAs					—				73,091				350,696
Loss from discontinued operations						—				(1,593,843	)			(1,479,422	)
Net income					$	15,891,492			$	4,652,954			$	58,598
Basic net income (loss) per common share:
	Income from continuing operations				$	.32			$	.14			$	.04
	Loss from discontinued operations					—				(.03	)			(.04	)
Net income per common share					$	.32			$	.11			$	—
Diluted net income (loss) per common share:
	Income from continuing operations				$	.31			$	.12			$	.04
	Loss from discontinued operations					—				(.03	)			(.04	)
Net income per common share					$	.31			$	.09			$	—
Weighted average common shares outstanding:
	Basic					50,231,870				43,763,835				40,776,903
	Diluted					52,006,064				49,232,716				40,776,903

FA-4

---

Table of Contents

		Common Stock								Additional												Total
										Paid-In				Accumulated				Treasury				Shareholders’
		Shares				Amount				Capital				Deficit				Stock				Equity
Balance at June 30, 2002			39,634,601			$	3,964			$	59,511,614			$	(52,808,738	)		$	(5,424,701	)		$	1,282,139
Issuance of stock for director compensation			900,000				90				122,910				—				—				123,000
Issuance of stock to guarantor of credit facility			1,500,000				150				524,850				—				—				525,000
Issuance of stock as consideration for extension of note repayment terms			344,400				35				120,506				—				—				120,541
Net income			—				—				—				58,598				—				58,598
Balance at June 30, 2003			42,379,001				4,239				60,279,880				(52,750,140	)			(5,424,701	)			2,109,278
Issuance of stock to guarantor of credit facility			300,000				30				869,970				—				—				870,000
Issuance of stock in private placement transaction			2,333,333				233				3,464,376				—				—				3,464,609
Issuance of stock upon exercise of stock options			546,000				55				351,315				—				—				351,370
Issuance of stock upon conversion of related party note payable			819,313				82				899,383				—				—				899,465
Issuance of stock upon conversion of subordinated notes payable			3,922,539				392				4,043,049				—				—				4,043,441
Net income			—				—				—				4,652,954				—				4,652,954
Balance at June 30, 2004			50,300,186				5,031				69,907,973				(48,097,186	)			(5,424,701	)			16,391,117
Recognition of compensation expense related to issuance of stock options			—				—				264,802				—				—				264,802
Issuance of stock upon exercise of stock options			156,666				16				91,683				—				—				91,699
Fees related to private placement transactions			—				—				(98,244	)			—				—				(98,244	)
Issuance of stock upon conversion of related party note payable			14,550				1				14,549				—				—				14,550
Repurchase of common stock			(875,700	)			—				—				—				2,256,783				2,256,783
Retirement of treasury stock			—				(88	)			(2,256,695	)			—				(2,256,783	)			(4,513,566	)
Net income			—				—				—				15,891,492				—				15,891,492
Balance at June 30, 2005			49,595,702			$	4,960			$	67,924,068			$	(32,205,694	)		$	(5,424,701	)		$	30,298,633

FA-5

---

Table of Contents

				For the Year Ended June 30,
				2005				2004				2003
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income			$	15,891,492			$	4,652,954			$	58,598
	Loss from discontinued operations				—				1,593,843				1,479,422
	Income from continuing operations				15,891,492				6,246,797				1,538,020
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization, including amortization of deferred financing costs			1,258,289				1,201,675				1,162,034
		Provision for bad debts			15,787				104,296				44,333
		Recognition of compensation expense related to issuance of stock options			264,802				—				—
		Medicare settlement related to terminated operations			—				(2,218,278	)			—
		Loss on disposal of property and equipment and release from asset related liabilities			—				—				500
		Director compensation paid through the issuance of restricted common stock			—				—				123,000
		Gain on extinguishment of debt			(3,000,000	)			(850,000	)			—
		Deferred tax benefit			(7,306,924	)			—				—
	Changes in operating assets and liabilities, excluding the effect of disposals:
		Other receivables			262,455				(12,450	)			423,462
		Due from HMOs, net			(783,652	)			(1,287,409	)			384,182
		Prepaid expenses and other current assets			171,230				(105,724	)			(297,231	)
		Other assets			33,667				3,763				(29,629	)
		Accounts payable			155,988				(179,337	)			3,045
		Accrued expenses and other current liabilities			894,710				(608,629	)			(214,011	)
Net cash provided by continuing operations					7,857,844				2,294,704				3,137,705
Net cash used in discontinued operations					(151,399	)			(998,872	)			(1,933,360	)
Net cash provided by operating activities					7,706,445				1,295,832				1,204,345
CASH FLOWS FROM INVESTING ACTIVITIES
	Proceeds from disposal of property and equipment				—				—				500
	Purchase of certificate of deposit				(500,000	)			(30,000	)			(70,000	)
	Proceeds from maturity of certificates of deposit				101,165				29,743				99,555
	Purchase of property and equipment				(421,586	)			(144,585	)			(170,273	)
Net cash used in continuing operations					(820,421	)			(144,842	)			(140,218	)
Net cash (used in) provided by discontinued operations					—				(938	)			15,751
Net cash used in investing activities					(820,421	)			(145,780	)			(124,467	)

FA-6

---

Table of Contents

			For the Year Ended June 30,
			2005				2004				2003
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from note payable			1,040,000				—				—
	Payments on note payable			(520,000	)			—				—
	Proceeds from issuance of stock in private placement transaction			—				3,464,609				—
	Payment of fees related to private placement transactions			(98,244	)			—				—
	Payments on convertible subordinated notes			—				(233,716	)			(273,896	)
	Payments on related party notes			(7,882	)			(35,953	)			(63,853	)
	Principal repayments under capital lease obligations			(74,630	)			(76,000	)			(112,256	)
	Payment of deferred financing costs			—				(15,000	)			(15,000	)
	Proceeds from exercise of stock options			91,699				351,370				—
	Repurchase of common stock			(2,256,783	)			—				—
	Payments on credit facility			—				(2,315,000	)			—
	Advances from HMOs			—				—				75,000
	Payments on advances from HMOs			—				—				(75,000	)
	Third party assumption of capital lease obligation			—				—				(1,789	)
	Repayments to Medicare per agreement			—				(1,730,745	)			(632,751	)
Net cash used in financing activities				(1,825,840	)			(590,435	)			(1,099,545	)
Net increase (decrease) in cash and cash equivalents				5,060,184				559,617				(19,667	)
Cash and cash equivalents at beginning of fiscal year				720,360				160,743				180,410
Cash and cash equivalents at end of fiscal year			$	5,780,544			$	720,360			$	160,743
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING TRANSACTIONS:
Retirement of treasury stock			$	2,256,783			$	—			$	—
Stock issued for deferred financing costs			$	—			$	870,000			$	645,541
Stock issued upon conversion of subordinated notes payable			$	—			$	4,043,441			$	—
Stock issued upon conversion of related party notes payable			$	14,550			$	899,465			$	—
Note payable issued for refunds due to Medicare for overpayments			$	—			$	—			$	694,800
Note payable canceled due to settlement of cost report reopening			$	—			$	—			$	222,574
Purchase of furniture and fixtures with proceeds of capital lease obligations			$	—			$	61,820			$	167,258
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest			$	40,229			$	563,750			$	325,337

FA-7

---

Table of Contents

	General

	Business

	Principles of Consolidation

	Accounting Estimates

FA-8

---

Table of Contents

	Fair Value of Financial Instruments

	Cash and Cash Equivalents

	Certificates of Deposit

	Due from HMOs

	Equipment, Furniture and Leasehold Improvements

	Goodwill and Other Intangible Assets

FA-9

---

Table of Contents

	Deferred Financing Costs

	Deferred Revenue

FA-10

---

Table of Contents

	Accounting for Stock-Based Compensation

				Year Ended June 30,
				2005				2004				2003
Net income as reported				$	15,891,492			$	4,652,954			$	58,598
Add:
	Total stock-based employee compensation expense included in reported net income, net of related tax effect				254,000				—				123,000
Deduct:
	Total stock-based employee compensation expense determined under SFAS No. 123 for all awards				(1,372,348	)			(375,327	)			(120,168	)
		Pro forma		$	14,773,144			$	4,277,627			$	61,430
Basic net income per share:
		As reported		$	.32			$	.11			$	—
		Pro forma		$	.29			$	.10			$	—
Diluted net income per share:
		As reported		$	.31			$	.09			$	—
		Pro forma		$	.28			$	.09			$	—

	Earnings per Share

	Revenue Recognition

FA-11

---

Table of Contents

	Medical Service Expense

	Reinsurance (stop-loss insurance)

	Recent Accounting Pronouncements

FA-12

---

Table of Contents

FA-13

---

Table of Contents

	Other Comprehensive Income

	Reclassifications

Goodwill		$	320,882
Equipment, furniture and leasehold improvements			111,640
Other			24,868
		$	457,390

FA-14

---

Table of Contents

		June 30,								Estimated
										Useful Lives
		2005				2004				(in years)
Furniture, fixtures and equipment		$	2,437,852			$	2,138,529				3-5
Furniture and equipment under capital lease			522,109				406,128				5
Leasehold improvements			157,225				150,943				5
			3,117,186				2,695,600
Less accumulated depreciation			(2,446,521	)			(2,203,546	)
		$	670,665			$	492,054

For the year ending June 30,
2006		$	76,404
2007			37,602
2008			4,419
2009			—
2010			—
			118,425
Less amount representing imputed interest			(10,715	)
Present value of obligations under capital lease			107,710
Less current portion			69,349
Long-term capital lease obligations		$	38,361

FA-15

---

Table of Contents

FA-16

---

Table of Contents

			Year Ended June 30,
			2005				2004				2003
Basic weighted average number of shares outstanding				50,231,870				43,763,835				40,776,903
Dilutive effect of stock options				1,689,274				1,144,918				—
Dilutive effect of convertible debt				84,920				4,323,963				—
Diluted weighted average number of shares outstanding				52,006,064				49,232,716				40,776,903
Not included in calculation of dilutive earnings per share as impact is antidilutive:
	Stock options outstanding			255,000				300,000				2,716,000
	Warrants			760,000				760,000				760,000

FA-17

---

Table of Contents

		Year Ended June 30,
		2005								2004								2003
		Number of				Weighted Average				Number of				Weighted Average				Number of				Weighted Average
		Shares				Exercise Price				Shares				Exercise Price				Shares				Exercise Price
Outstanding at beginning of the year			3,295,000			$	1.32				2,716,000			$	1.15				2,316,000			$	1.29
Granted			1,225,000				1.54				2,425,000				1.22				400,000				0.36
Exercised			(156,666	)			.59				(546,000	)			0.64				—				—
Forfeited			(549,334	)			2.74				(1,300,000	)			1.17				—				—
Outstanding at end of the year			3,814,000								3,295,000								2,716,000
Exercisable at end of the year			1,728,333								945,000								2,360,997
Weighted average fair value per share of options granted during the year		$	1.61							$	1.20							$	0.12

		Options Outstanding
														Options Exercisable
						Weighted Average
		Outstanding at				Remaining				Weighted Average				Number				Weighted Average
Range of Exercise Prices		June 30, 2005				Contractual Life				Exercise Price				Exercisable				Exercise Price
$1.35-$2.86			1,749,000				9.36			$	1.91				463,333			$	1.87
$ .35-$ .69			2,065,000				7.39			$	.63				1,265,000			$	.61

FA-18

---

Table of Contents

Convertible related party note			77,645
Warrants			760,000
Stock options			4,883,334
Total			5,720,979

			Year Ended June 30,
			2005				2004				2003
Current:
	Federal		$	131,363			$	—			$	—
	State			—				—				—
	Total			131,363				—				—
Deferred:
	Federal			2,411,423				—				—
	State			435,273				—				—
	Total			2,846,696				—				—
Change in valuation allowance				(10,153,620	)			—				—
Total income tax benefit			$	(7,175,561	)		$	—			$	—

FA-19

---

Table of Contents

			June 30,
			2005				2004				2003
Deferred tax assets:
	Bad debt and notes receivable reserve		$	294,922			$	706,992			$	4,620,512
	Alternative minimum tax credit			131,363				—				—
	Other			160,296				192,440				379,628
	Impairment charge			1,746,800				1,975,228				3,036,963
	Capital loss carryover			—				—				200,261
	Net operating loss carryforward			6,340,985				7,925,846				4,590,657
	Deferred tax assets			8,674,366				10,800,506				12,828,021
Deferred tax liabilities:
	Depreciable/amortizable assets			(1,367,442	)			(646,886	)			(965,047	)
	Valuation allowance			—				(10,153,620	)			(11,862,974	)
	Deferred tax liabilities			(1,367,442	)			(10,800,506	)			(12,828,021	)
Net deferred tax asset			$	7,306,924			$	—			$	—

		Year Ended June 30,
		2005				2004				2003
Statutory federal rate			34.0	%			34.0	%			34.0	%
State income taxes, net of federal income tax benefit			3.63				3.63				3.63
Goodwill and other non-deductible items			(3.46	)			2.85				356.26
Change in valuation allowance			(116.49	)			(40.48	)			(404.03	)
Other			—				—				10.14
Effective tax rate			(82.32	)%			0	%			0	%

FA-20

---

Table of Contents

	Legal Proceedings

FA-21

---

Table of Contents

	Leases

For the fiscal year ending June 30,
2006			$	1,722,924
2007				1,654,634
2008				1,566,966
2009				404,014
2010				190,860
	Total		$	5,539,398

		Year Ended June 30,
		2005				2004				2003
Allowance for doubtful accounts related to other receivables and accounts receivable:
Balance at beginning of period		$	826,964			$	4,823,000			$	4,807,000
Provision for doubtful accounts			15,787				104,296				44,000
Write-offs of uncollectible accounts receivable			—				(4,100,332	)			(28,000	)
Balance at end of period		$	842,751			$	826,964			$	4,823,000
Allowance for doubtful accounts related to notes receivable:
Balance at beginning of period		$	—			$	6,367,000			$	6,367,000
Provision for doubtful accounts			—				—				—
Write-offs of uncollectible notes receivable			—				(6,367,000	)			—
Balance at end of period		$	—			$	—			$	6,367,000
Valuation allowance for deferred tax assets:
Balance at beginning of period		$	10,153,620			$	11,862,974			$	12,099,730
Additions			—				—				—
Deductions			(10,153,620	)			(1,709,354	)			(236,756	)
Balance at end of period		$	—			$	10,153,620			$	11,862,974

FA-22

---

Table of Contents

		For the Year Ended June 30, 2005(a)
		First				Second				Third				Fourth				Full
		Quarter				Quarter				Quarter				Quarter				Year
Total revenue from continuing operations		$	26,208,017			$	27,113,675			$	29,775,441			$	29,133,980			$	112,231,113
Net income		$	1,109,029			$	2,138,397			$	1,471,455			$	11,172,611			$	15,891,492
Basic net income per common share		$	.02			$	.04			$	.03			$	.22			$	.32
Diluted net income per common share		$	.02			$	.04			$	.03			$	.21			$	.31

		For the Year Ended June 30, 2004(a)
		First				Second				Third				Fourth				Full
		Quarter				Quarter				Quarter				Quarter				Year
Total revenue from continuing operations		$	25,063,399			$	24,368,236			$	25,900,705			$	26,491,762			$	101,824,102
Net income (loss)		$	2,501,350			$	(354,808	)		$	1,511,235			$	995,177			$	4,652,954
Basic net income (loss) per common share		$	.06			$	(.01	)		$	.04			$	.02			$	.11
Diluted net income (loss) per common share		$	.05			$	(.01	)		$	.03			$	.02			$	.09

(a)

As discussed in Note 3, effective January 1, 2003, the Company terminated the Medicare and Medicaid lines of business for all of the physician contracts associated with one of its IPAs. During Fiscal 2004, the Company disposed of its home health operations. These transactions are shown as discontinued operations. Therefore, the above quarterly information has been reclassified to agree with the current presentation. These reclassifications had no effect on the previously reported net income (loss) or net income (loss) per share for any quarter presented.

FA-23

---

Table of Contents

				March 31, 2006				June 30, 2005
				(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents			$	8,802,949			$	5,780,544
	Other receivables, net				200,761				144,973
	Due from HMOs, net of a liability for incurred but not reported medical claims expense of approximately $13,700,000 and $11,700,000 at March 31, 2006 and June 30, 2005, respectively				6,868,227				3,485,530
	Prepaid expenses and other current assets				797,558				719,577
	Deferred tax assets, net				585,571				585,571
		Total current assets			17,255,066				10,716,195
Certificates of deposit, restricted					548,373				530,350
Equipment, furniture and leasehold improvements, net					755,070				670,665
Goodwill, net of accumulated amortization of approximately $7,608,000					14,342,510				14,342,510
Managed care contracts, net of accumulated amortization of approximately $2,687,000 and $2,422,000 at March 31, 2006 and June 30, 2005, respectively					825,436				1,090,046
Deferred tax assets, net					4,214,135				6,721,353
Other assets, net					151,358				66,816
		Total assets		$	38,091,948			$	34,137,935
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Accounts payable			$	432,156			$	660,139
	Accrued expenses and other current liabilities				2,037,561				2,489,439
	Note payable				—				520,000
	Income taxes payable				87,286				131,363
		Total current liabilities			2,557,003				3,800,941
Capital lease obligations, less current portion					52,043				38,361
		Total liabilities			2,609,046				3,839,302
Commitments and contingencies
Shareholders’ equity:
	Common stock, $0.0001 par value: 100,000,000 shares authorized; 50,130,812 shares issued and outstanding at March 31, 2006 and 52,591,895 shares issued and 49,595,702 shares outstanding at June 30, 2005				5,013				4,960
Additional paid-in capital					63,454,217				67,924,068
Accumulated deficit					(27,976,328	)			(32,205,694	)
Treasury stock, 2,996,193 shares at June 30, 2005					—				(5,424,701	)
	Total shareholders’ equity				35,482,902				30,298,633
	Total liabilities and shareholders’ equity			$	38,091,948			$	34,137,935

FA-24

---

Table of Contents

					Three-Months Ended
					March 31,
					2006				2005
					(Unaudited)
Revenue:
	Medical services revenue, net				$	37,460,690			$	29,608,640
	Management fee revenue and other income					64,114				166,801
			Total revenue			37,524,804				29,775,441
Operating expenses:
	Medical services:
		Medical claims				28,086,314				21,976,703
		Other direct costs				3,497,134				3,019,984
			Total medical services			31,583,448				24,996,687
	Administrative payroll and employee benefits					1,815,775				1,312,965
	General and administrative					2,028,805				1,810,418
			Total operating expenses			35,428,028				28,120,070
Income from operations						2,096,776				1,655,371
Other income (expense):
	Interest income					86,398				40,223
	Interest expense					(2,779	)			(224,139	)
Income before income tax provision						2,180,395				1,471,455
Income tax provision						847,630				—
Net income					$	1,332,765			$	1,471,455
Net income per common share:
	Basic				$	.03			$	.03
	Diluted				$	.03			$	.03
Weighted average common shares outstanding:
	Basic					49,832,351				50,345,997
	Diluted					51,046,373				52,373,915

FA-25

---

Table of Contents

					Nine-Months Ended
					March 31,
					2006				2005
					(Unaudited)
Revenue:
	Medical services revenue, net				$	96,436,949			$	82,329,781
	Management fee revenue and other income					341,710				767,459
			Total revenue			96,778,659				83,097,240
Operating expenses:
	Medical services:
		Medical claims				69,640,075				59,593,218
		Other direct costs				9,764,311				9,717,310
			Total medical services			79,404,386				69,310,528
	Administrative payroll and employee benefits					4,993,661				3,780,809
	General and administrative					5,746,754				5,148,457
	Gain on extinguishment of debt					—				(500,000	)
			Total operating expenses			90,144,801				77,739,794
Income from operations						6,633,858				5,357,446
Other income (expense):
	Interest income					209,229				61,534
	Interest expense					(10,580	)			(700,099	)
Income before income tax provision						6,832,507				4,718,881
Income tax provision						2,603,141				—
Net income					$	4,229,366			$	4,718,881
Net income per common share:
	Basic				$	.08			$	.09
	Diluted				$	.08			$	.09
Weighted average common shares outstanding:
	Basic					49,820,024				50,319,126
	Diluted					51,143,705				51,982,091

FA-26

---

Table of Contents

				Nine-Months Ended
				March 31,
				2006				2005
				(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income			$	4,229,366			$	4,718,881
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization, including amortization of deferred financing costs			518,897				1,101,481
		Provision for bad debts			159,518				—
		Stock-based compensation expense			959,140				261,627
		Deferred tax expense			2,507,218				—
		Gain on extinguishment of debt			—				(500,000	)
	Changes in operating assets and liabilities, excluding the effect of disposals:
		Other receivables			(215,306	)			199,710
		Due from HMOs, net			(3,382,697	)			306,554
		Prepaid expenses and other current assets			(77,981	)			65,091
		Other assets			(4,206	)			33,178
		Accounts payable			(227,983	)			25,848
		Accrued expenses and other current liabilities			(313,913	)			727,905
		Income taxes payable			(44,077	)			—
Net cash provided by continuing operations					4,107,976				6,940,275
Net cash used in discontinued operations					(32,512	)			(89,454	)
Net cash provided by operating activities					4,075,464				6,850,821
CASH FLOWS FROM INVESTING ACTIVITIES
	Purchase of certificates of deposit				(18,023	)			(398,835	)
	Purchase of equipment and furniture				(229,587	)			(406,578	)
	Other assets				(80,336	)			—
Net cash used in investing activities					(327,946	)			(805,413	)
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from note payable				—				1,040,000
	Payments on note payable				(520,000	)			(259,051	)
	Payment of fees related to private placement transaction				—				(98,244	)
	Payments on related party notes				—				(4,358	)
	Principal repayments under capital lease obligations				(98,697	)			(56,470	)
	Proceeds from exercise of stock options				589,718				91,700
	Repurchase and retirement of common stock				(696,134	)			(346,410	)
Net cash (used in) provided by financing activities					(725,113	)			367,167
Net increase in cash and cash equivalents					3,022,405				6,412,575
Cash and cash equivalents at beginning of period					5,780,544				720,360
Cash and cash equivalents at end of period				$	8,802,949			$	7,132,935
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
	Retirement of treasury stock			$	5,424,701			$	—
	Stock issued upon conversion of related party notes payable (102,180 shares)			$	102,180			$	—
	Purchase of equipment with proceeds of capital lease obligations			$	109,160			$	—

FA-27

---

Table of Contents

FA-28

---

Table of Contents

FA-29

---

Table of Contents

				Three-Months Ended				Nine-Months Ended
				March 31, 2005				March 31, 2005
Net income as reported				$	1,471,455			$	4,718,881
Add:
	Total stock-based employee compensation expense reported in net income				—				261,627
Deduct:
	Total stock-based employee compensation expense determined under SFAS No. 123 for all awards				(511,061	)			(1,139,446	)
Pro forma net income				$	960,394			$	3,841,062
Basic net income per common share:
		As reported		$	.03			$	.09
		Pro forma		$	.02			$	.08
Diluted net income per common share:
		As reported		$	.03			$	.09
		Pro forma		$	.02			$	.07

FA-30

---

Table of Contents

		Nine-Months Ended
		March 31, 2006
						Weighted
		Number of				Average
		Shares				Exercise Price
Outstanding at beginning of the period			3,814,000			$	1.22
Granted			695,000				2.42
Exercised			(714,696	)			.83
Forfeited			(43,334	)			1.81
Outstanding at end of the period			3,750,970			$	1.51
Exercisable at end of the period			1,805,884
Weighted average fair value per share of options granted during the period		$	1.40

		Options Outstanding												Options Exercisable
										Weighted												Weighted
						Weighted				Average								Weighted				Average
		Number				Average				Remaining				Number				Average				Remaining
Range of Exercise Prices		Outstanding				Exercise Price				Contractual Life				Exercisable				Exercise Price				Contractual Life
$1.61-$2.86			1,799,000			$	2.23				8.95				413,916			$	2.23				8.61
$ .35-$1.51			1,951,970			$	.85				6.91				1,391,968			$	.83				6.62

Warrants			760,000
Stock options			2,107,667
Total			2,867,667

FA-31

---

Table of Contents

			Three-Months Ended								Nine-Months Ended
			March 31,								March 31,
			2006				2005				2006				2005
Basic weighted average number of shares outstanding				49,832,351				50,345,997				49,820,024				50,319,126
Dilutive effect of stock options				1,214,022				1,950,273				1,297,799				1,575,620
Dilutive effect of convertible debt				—				77,645				25,882				87,345
Dilutive weighted average number of shares outstanding				51,046,373				52,373,915				51,143,705				51,982,091
Not included in calculation of diluted earnings per share as impact is antidilutive:
	Stock options outstanding			260,000				150,000				260,000				150,000
	Warrants			760,000				760,000				760,000				760,000

FA-32

---

Table of Contents

FA-33

---

Table of Contents

Historical
	Report of Independent Certified Public Accountants		FB-2
	Combined Balance Sheets as of December 31, 2005 and 2004		FB-3
	Combined Statements of Operations for the years ended December 31, 2005, 2004 and 2003		FB-4
	Combined Statements of Changes in Owners’ Deficit for the years ended December 31, 2005, 2004 and 2003		FB-5
	Combined Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003		FB-6
	Notes to Combined Financial Statements		FB-7
Unaudited
	Condensed Combined Balance Sheets as of March 31, 2006 and December 31, 2005		FB-15
	Condensed Combined Statements of Operations for the three months ended March 31, 2006 and 2005		FB-16
	Condensed Combined Statements of Cash Flows for the three months ended March 31, 2006 and 2005		FB-17
	Notes to Condensed Combined Financial Statements		FB-18

FB-1

---

Table of Contents

	/s/ MOORE, STEPHENS LOVELACE, P.A.
	Certified Public Accountants

FB-2

---

Table of Contents

				2005				2004
ASSETS
CURRENT ASSETS
	Cash			$	261,290			$	1,067,310
	Other receivables				70,499				12,189
	Due from HMOs, net of a liability for incurred but not reported medical claims expense of approximately $7,050,000 and $2,149,000 and allowance for doubtful accounts of approximately $3,267,000 and $3,000,000 at December 31, 2005 and 2004, respectively				6,065,018				1,848,667
	Prepaid expenses				251,815				267,487
		TOTAL CURRENT ASSETS			6,648,622				3,195,653
PROPERTY AND EQUIPMENT, NET					6,345,647				5,398,091
DEFERRED FINANCING COSTS, NET					48,490				49,499
OTHER ASSETS, NET					20,106				5,957
		TOTAL ASSETS		$	13,062,865			$	8,649,200
LIABILITIES AND OWNERS’ DEFICIT
CURRENT LIABILITIES
	Accounts payable			$	313,137			$	317,671
	Bank overdraft				—				1,172,384
	Accrued employee compensation and benefits				3,856,268				615,727
	Accrued expenses and other liabilities				77,269				85,625
	Due to owners				354,809				147,846
	Income taxes payable				1,200,000				101,000
	Notes payable				1,322,182				2,313,396
	Current maturities of long-term debt				592,814				1,158,172
		TOTAL CURRENT LIABILITIES			7,716,479				5,911,821
DEFERRED TAX LIABILITY					112,000				—
LONG-TERM DEBT, net of current maturities					5,885,541				4,634,732
OWNERS’ DEFICIT					(651,155	)			(1,897,353	)
		TOTAL LIABILITIES AND OWNERS’ DEFICIT		$	13,062,865			$	8,649,200

FB-3

---

Table of Contents

					2005				2004				2003
REVENUE
	Medical services revenue, net				$	82,747,848			$	62,970,610			$	61,351,422
	Other income					6,186				319,681				579,376
			TOTAL REVENUE			82,754,034				63,290,291				61,930,798
OPERATING EXPENSES
	Medical services
		Medical claims				56,719,927				43,896,681				42,733,640
		Other direct costs				8,771,095				7,969,779				9,215,234
						65,491,022				51,866,460				51,948,874
	Administrative payroll and employee benefits					7,887,780				4,415,645				5,412,294
	General and administrative					6,180,437				6,625,651				5,195,855
			TOTAL OPERATING EXPENSES			79,559,239				62,907,756				62,557,023
			INCOME (LOSS) FROM OPERATIONS			3,194,795				382,535				(626,225	)
OTHER INCOME (EXPENSE)
	Interest income					1,978				13,648				12,969
	Interest expense					(517,164	)			(474,087	)			(516,558	)
	Loss on disposal of property and equipment					(50,411	)			(23,168	)			(41,016	)
	Forgiveness of debt — from related entities					—				—				(633,633	)
			TOTAL OTHER INCOME (EXPENSE)			(565,597	)			(483,607	)			(1,178,238	)
			INCOME (LOSS) BEFORE INCOME TAX PROVISION			2,629,198				(101,072	)			(1,804,463	)
INCOME TAX PROVISION						1,383,000				109,000				19,000
			NET INCOME (LOSS)		$	1,246,198			$	(210,072	)		$	(1,823,463	)

FB-4

---

Table of Contents

		Members’
		Contributed				Accumulated				Owners’
		Capital				Deficit				Deficit
BALANCES AT JANUARY 1, 2003		$	1,655			$	134,527			$	136,182
NET LOSS			—				(1,823,463	)			(1,823,463	)
BALANCES AT DECEMBER 31, 2003			1,655				(1,688,936	)			(1,687,281	)
NET LOSS			—				(210,072	)			(210,072	)
BALANCES AT DECEMBER 31, 2004			1,655				(1,899,008	)			(1,897,353	)
NET INCOME			—				1,246,198				1,246,198
BALANCES AT DECEMBER 31, 2005		$	1,655			$	(652,810	)		$	(651,155	)

FB-5

---

Table of Contents

						2005				2004				2003
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income (loss)					$	1,246,198			$	(210,072	)		$	(1,823,463	)
	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
		Depreciation and amortization, including amortization of deferred financing costs					446,531				386,619				397,322
		Loss on disposal of property and equipment					50,411				23,168				41,016
		Forgiveness of debt — from related entities					—				—				633,633
		Changes in operating assets and liabilities:
			Other receivables				(58,310	)			(174	)			112,876
			Due from HMOs, net				(4,216,351	)			(46,070	)			(1,405,587	)
			Prepaid expenses and other current assets				1,523				(25,061	)			139,373
			Accounts payable				(4,534	)			84,368				(11,860	)
			Accrued compensation and benefits				3,240,541				22,618				593,109
			Accrued expenses and other current liabilities				(8,356	)			(118,160	)			50,230
			Income taxes payable				1,099,000				91,002				(168,544	)
			Deferred tax liability				112,000				—				—
				NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES			1,908,653				208,238				(1,441,895	)
CASH FLOWS FROM INVESTING ACTIVITIES
	Proceeds from disposal of property and equipment						—				—				24,000
	Purchases of property and equipment						(1,440,746	)			(960,857	)			(1,653,616	)
				NET CASH USED IN INVESTING ACTIVITIES			(1,440,746	)			(960,857	)			(1,629,616	)
CASH FLOWS FROM FINANCING ACTIVITIES
	Bank overdraft						(1,172,384	)			500,976				671,408
	Proceeds from long-term debt						1,843,015				1,052,964				5,764,068
	Payments on long-term debt						(1,157,564	)			(1,110,142	)			(2,992,043	)
	Payments for deferred financing costs						(2,743	)			(11,666	)			(54,122	)
	Changes in related-party payables						206,963				(129,221	)			257,905
	Proceeds from notes payable						—				1,874,000				—
	Payments on notes payable						(991,214	)			(904,116	)			(156,488	)
				NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES			(1,273,927	)			1,272,795				3,490,728
				INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			(806,020	)			520,176				419,217
CASH AND CASH EQUIVALENTS — BEGINNING OF YEAR							1,067,310				547,134				127,917
CASH AND CASH EQUIVALENTS — END OF YEAR						$	261,290			$	1,067,310			$	547,134
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest						$	517,164			$	474,087			$	516,558
Cash paid for income taxes						$	191,524			$	18,177			$	191,524

FB-6

---

Table of Contents

	Miami Dade Health & Rehabilitation Services, Inc., a Florida corporation (“MDHRS”);
	Miami Dade Health Centers, Inc., a Florida corporation (“MDHC”);
	West Gables Open MRI Services, Inc., a Florida corporation (“West Gables MRI”);
	Miami Dade Health Centers One, Inc., a Florida corporation (“MDHC One”);
	Pelu Properties, Inc., a Florida S corporation;
	Kent Management, Inc., a Florida corporation;
	Peluca Investments, LLC, a Florida limited liability company; and
	Miami Dade Clinical Transportation, LLC, a Florida limited liability company wholly-owned by MDHRS, MDHC and MDHC One.

	Accounting Estimates

	Cash and Cash Equivalents

	Due From HMOs

FB-7

---

Table of Contents

	Property and Equipment

	Revenue Recognition

		2005				2004				2003
Humana			66.9%				66.1%				64.2%
Vista			17.9%				22.7%				26.6%
Wellcare			13.4%				9.4%				1.0%
Americhoice			1.8%				1.8%				8.2%

	Medical Service Expense

FB-8

---

Table of Contents

	Reinsurance (Stop-loss Insurance)

	Other Comprehensive Income

										Estimated
										Useful Lives
		2005				2004				In Years
Buildings		$	4,377,981			$	3,668,635				25-40
Land			612,675				404,175				—
Medical equipment			1,524,779				1,537,725				5
Transportation equipment			785,625				687,394				3-5
Office equipment and computers			223,231				207,373				3-5
Furniture			163,145				133,999				7-10
Leasehold improvements			169,697				146,571				5
			7,857,133				6,785,872
Less accumulated depreciation			1,511,486				1,387,781
Property and equipment, net		$	6,345,647			$	5,398,091

		2005				2004
Noninterest-bearing notes payable to the HMOs due in periodic payments within one year, balances may be offset against future payments to the Group		$	574,500			$	1,233,666
Demand revolving line of credit to bank, interest at 1% over prime, 8.25% and 6.25% at December 31, 2005 and 2004, respectively, paid in monthly installments, collateralized by real property and owners’ guarantees			747,682				1,079,730
		$	1,322,182			$	2,313,396

FB-9

---

Table of Contents

Maturity			Interest				Original						Balance				Balance
Date			Rate				Amount				Collateral		12/31/05				12/31/04
06/30/2008			1% over Prime				$	1,500,000			Real estate, corporate assets, and other real estate held by owners		$	1,318,750			$	1,393,750
06/21/2006				11%			$	674,527			Corporate assets			85,505				243,058
05/13/2009				7.015%			$	310,000			Toshiba MRI equipment			44,625				57,465
07/10/2006			1% over Prime				$	199,280			Unsecured			23,262				63,118
06/22/2008				4.75%			$	89,210			Vehicle			41,098				63,487
06/07/2008				7.49%			$	144,930			Vehicle			94,388				115,117
02/16/2011				7.75%			$	174,694			Helical CT scanner			155,009				—
12/15/2004				—			$	155,010			Helical CT scanner			—				174,694
03/17/2009				6.50%			$	878,000			Corporate assets			202,682				251,304
03/05/2017				7%			$	138,750			Real estate - 4930 E. 10 Ct.			130,247				132,537
07/05/2013				6.25%			$	3,801,622			Real estate - 3233 Palm Ave.			3,738,252				2,816,574
10/31/2004			1% over Prime				$	498,000			Real estate - 3233 Palm Ave.			—				481,800
07/01/2017				7.25%			$	652,000			Real estate - 442, 434, and 428 Washington Ave.			644,537				—
														6,478,355				5,792,904
Less current maturities														592,814				1,158,172
	Total long-term debt												$	5,885,541			$	4,634,732

Years Ending December 31,		Amount
2006		$	592,814
2007			292,495
2008			1,403,965
2009			181,921
2010			194,375
Thereafter			3,812,785
		$	6,478,355

FB-10

---

Table of Contents

				2005				2004				2003
Current:
	Federal			$	1,149,000			$	88,000			$	12,000
	State				122,000				21,000				7,000
		Total			1,271,000				109,000				19,000
Deferred:
	Federal				102,000				—				—
	State				10,000				—				—
		Total			112,000				—				—
		Total income tax expense		$	1,383,000			$	109,000			$	19,000

				2005				2004				2003
Deferred tax asset:
	Vacation accrual			$	126,000			$	103,000			$	90,000
Deferred tax liability:
	Depreciation difference				(238,000	)			(103,000	)			(44,000	)
					(112,000	)			—				46,000
	Valuation allowance				—				—				(46,000	)
		Net deferred taxes		$	(112,000	)		$	—			$	—

FB-11

---

Table of Contents

						Common Stock												Additional				Total
														Contributed				Paid-In				Contributed
Entity		Capital				# Shares				Amount				Capital				Capital				Capital
Miami Dade Health & Rehabilitation Services, Inc.		Common Stock, no par value					9,225,000			$	—			$	—			$	—			$	—
Miami Dade Health Centers, Inc.		Common Stock, $1 par value					100				100				—				—				100
West Gables Open MRI Services, Inc.		Common Stock, $5 par value					100				500				—				500				1,000
Miami Dade Clinical Transportation, LLC			Membership Interest				—				—				200				—				200
Miami Dade Health Centers One, Inc.		Common Stock, $1 par value					10				10				—				—				10
Pelu Properties, Inc.		Common Stock, $1  par value					100				100				—				—				100
Kent Management, Inc.		Common Stock, $.01 par value					4,500				45				—				—				45
Peluca Investments, LLC			Membership Interest				—				—				200				—				200
										$	755			$	400			$	500			$	1,655

	Legal Proceedings

FB-12

---

Table of Contents

	Credit Risk

	Leases

Year Ending December 31,		Amount
2006		$	254,179
2007			223,340
2008			180,318
2009			185,509
2010			52,762
		$	896,108

FB-13

---

Table of Contents

FB-14

---

Table of Contents

				March 31,				December 31,
				2006				2005
				(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents			$	936,574			$	261,290
	Other receivables, net				136,677				70,499
	Due from HMO’s, net of a liability for incurred but not reported medical claims expense of $2,981,466 and $7,050,000 and allowance for doubtful accounts of $3,267,000 and $3,267,000 at March 31, 2006 and December 31, 2005, respectively				3,290,197				6,065,018
	Prepaid expenses and other current assets				311,337				251,815
		Total current assets			4,674,785				6,648,622
	Equipment, furniture and leasehold improvements, net				6,394,727				6,345,647
	Deferred financing costs, net				48,240				48,490
	Other assets, net				2,057				20,106
		Total assets		$	11,119,809			$	13,062,865
LIABILITIES AND OWNERS’ DEFICIT
Current liabilities:
	Accounts payable			$	480,793			$	313,137
	Accrued expenses and other current liabilities				60,025				77,269
	Accrued employee compensation and benefits				861,643				3,856,268
	Due to owners				178,548				354,809
	Income taxes payable				1,166,797				1,200,000
	Notes payable				2,324,500				1,322,182
	Current maturities of long term debt				640,000				592,814
		Total current liabilities			5,712,306				7,716,479
Deferred tax liability					112,000				112,000
Notes and loans payable, less current portion					5,667,265				5,885,541
		Total liabilities			11,491,571				13,714,020
Commitments and contingencies
Owners’ deficit:
	Common stock				1,155				1,155
	Additional paid-in-capital				500				500
	Accumulated deficit				(373,417	)			(652,810	)
		Total owners’ deficit			(371,762	)			(651,155	)
		Total liabilities and owners’ equity		$	11,119,809			$	13,062,865

FB-15

---

Table of Contents

					Three-Months Ended				Three-Months Ended
					March 31,				March 31,
					2006				2005
					(Unaudited)
Revenue:
	Medical services revenues, net				$	22,344,624			$	17,049,643
	Other revenue					9,177				98
			Total revenue			22,353,801				17,049,741
Operating expenses:
	Medical services:
		Medical claims				16,298,081				11,421,580
		Other direct costs				2,397,338				2,023,156
			Total medical services			18,695,419				13,444,736
	General and administrative					3,069,899				3,045,980
			Total operating expenses			21,765,318				16,490,716
Income from operations						588,483				559,025
Other income (expense):
	Interest income					8,354				620
	Interest expense					(131,144	)			(118,296	)
Income before income tax provision						465,693				441,349
Income tax provision						186,300				175,000
Net income						279,393				266,349
Accumulated deficit January 1, 2005						(652,810	)			(1,899,008	)
Accumulated deficit March 31,					$	(373,417	)		$	(1,632,659	)

FB-16

---

Table of Contents

					Three-Months				Three-Months
					Ended				Ended
					March 31,				March 31,
					2006				2005
					(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income				$	279,393			$	266,349
	Adjustments to reconcile net income to net cash provided by (used in) operating activities:
		Depreciation and amortization, including amortization of deferred financing costs				124,745				110,945
		Changes in operating assets and liabilities:
			Other receivables			(66,178	)			12,189
			Due from HMOs, net			2,774,821				(365,778	)
			Prepaid expenses and other assets			(41,473	)			(101,757	)
			Accounts payable			121,056				(424,504	)
			Accrued compensation and benefits			(2,994,625	)			200,275
			Accrued expenses and other current liabilities			(17,244	)			(48,813	)
			Deferred taxes			(33,203	)			—
			Accrued income taxes			—				(101,146	)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES						147,292				(452,240	)
CASH FLOWS FROM INVESTING ACTIVITIES
		Purchases of property and equipment				(173,575	)			(292,029	)
NET CASH USED IN INVESTING ACTIVITIES						(173,575	)			(292,029	)
CASH FLOWS FROM FINANCING ACTIVITIES
		Proceeds from long term debt				—				422,700
		Payments on long term debt				(124,490	)			(175,872	)
		Related party payables				(176,261	)			(69,298	)
		Proceeds from notes payable				1,002,318				—
		Payments on notes payable				—				(462,119	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES						701,567				(284,589	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						675,284				(1,028,858	)
CASH AND CASH EQUIVALENTS — BEGINNING OF YEAR						261,290				1,067,310
CASH AND CASH EQUIVALENTS — END OF YEAR					$	936,574			$	38,452
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest					$	131,144			$	118,296
Cash paid for income taxes					$	199,850			$	101,146

FB-17

---

Table of Contents

	Miami Dade Health & Rehabilitation Services, Inc., a Florida corporation (“MDHRS”);
	Miami Dade Health Centers, Inc., a Florida corporation (“MDHC”);
	West Gables Open MRI Services, Inc., a Florida corporation (“West Gables MRI”);
	Miami Dade Health Centers One, Inc., a Florida corporation (“MDHC One”);
	Pelu Properties, Inc., a Florida S corporation (“Pelu”);
	Kent Management, Inc., a Florida corporation;
	Peluca Investments, LLC, a Florida limited liability company (“Peluca”); and
	Miami Dade Clinical Transportation, LLC, a Florida limited liability company, wholly-owned by MDHRS, MDHC and MDHC One.

	Accounting Estimates

	Cash and Cash Equivalents

FB-18

---

Table of Contents

	Due from HMOs

	Property and Equipment

	Revenue Recognition

		2006				2005
Humana			67.1	%			66.5	%
Vista			18.9	%			18.2	%
Wellcare			12.5	%			13.5	%
Americhoice			1.5	%			1.8	%

FB-19

---

Table of Contents

	Medical Service Expense

	Reinsurance (stop-loss insurance)

	Other Comprehensive Income

										Estimated
										Useful Lives
		31-Mar-06				31-Dec-05				In Years
Buildings		$	4,509,217			$	4,377,981				25-40
Land			612,675				612,675				—
Medical equipment			1,528,279				1,524,779				5
Transportation equipment			794,365				785,625				3-5
Office equipment and computers			223,231				223,231				3-5
Furniture			164,494				163,145				7-10
Leasehold improvements			198,447				169,697				5
			8,030,708				7,857,133
Less accumulated depreciation			1,635,981				1,511,486
		$	6,394,727			$	6,345,647

FB-20

---

Table of Contents

		Balance				Balance
		03/31/06				12/31/05
Non-interest bearing notes payable to HMO’s due in periodic payments within one year, balances may be offset against future payments to the Group		$	574,500			$	574,500
Demand revolving line of credit to bank, interest at 1% over prime, paid in monthly installments, secured by real property and owners’ guarantees			1,750,000				747,682
		$	2,324,500			$	1,322,182

				Original						Balance				Balance
Maturity Date		Interest Rate		Amount				Secured		3/31/2006				12/31/2005
6/30/2008		1% over Prime			1,500,000			Real Estate owed by Officers			1,300,000				1,318,750
6/21/2006		11%			674.527			Corporate Assets			43,287				85,505
5/13/2009		7.015			310.000			Toshiba MRI Equipment			41,493				44,625
7/10/2006		1% over Prime			199.280			Unsecured			13,299				23,262
6/22/2008		4.75%			89,210			2003 Mercedes Benz			35,436				41,098
6/7/2008		7.49%			144,930			2003 Mercedes Benz			88,959				94,388
2/16/2011		7.75%			174,694			Helical CT Scanner.			148,820				155,009
3/17/2009		6.50%			878,000			Corporate assets			153,037				202,682
3/5/2017		7%			138,750			Real Estate 4930 E. l0 Ct.			129,580				130,247
7/5/2013		6.25%			3,801,622			Real Estate 3233 Palm Ave.			3,712,475				3,738,252
7/1/2017		7.25%			652,000			R/ E 442, 434 & 428 Washington Ave. Homestead			640,879				644,537
Total debt											6,307,265				6,478,355
Less: current maturities											640,000				592,814
Long term debt										$	5,667,265			$	5,885,541

FB-21

---

Table of Contents

	Legal Proceedings

	Credit Risk

FB-22

---

Table of Contents

	NOTE 8 — ACQUISITION

FB-23

---

Table of Contents

---

Table of Contents

A-1

---

Table of Contents

A-2

---

Table of Contents

A-3

---

Table of Contents

A-4

---

Table of Contents

A-5

---

Table of Contents

A-6

---

Table of Contents

	(a) all of the assets reflected on the Balance Sheet, except for Excluded Assets and except for those assets disposed of or converted into cash after the Balance Sheet Date;
	(b) the real estate listed or described in Schedule 5.10 other than the Excluded Real Property;
	(c) all accounts receivable of the Business outstanding as of the Closing Date and, except as provided in Section 2.2(h), all rights of the Business to any refund, repayment, recoupment or collection from any other Person outstanding or existing as of the Closing Date (including, without limitation, related party accounts receivable owed by one of the Sellers to another Seller or any subsidiary of one or more Sellers as of the Closing Date, amounts due from any third-party payor, or amounts payable in respect of any contestation or other right of recovery) regardless of whether such right relates to periods prior to the Closing Date (collectively, the “Receivables”);
	(d) the Governmental Permits listed in Schedule 5.9;
	(e) the real estate leases and leasehold improvements listed or described in Schedule 5.11;
	(f) the equipment, vehicles, furniture and other personal property listed or referred to in Schedule 5.13;
	(g) the personal property leases listed in Schedule 5.14;
	(h) the Copyrights, Patent Rights and Trademarks (and all goodwill associated therewith), and the agreements, contracts, licenses, sublicenses, assignments and indemnities, listed in Schedule 5.15;
	(i) the contracts, agreements or understandings listed or described in Schedule 5.20;
	(j) the real property and all improvements thereto listed or described in Schedule 5.10;
	(k) all Trade Secrets and other proprietary or confidential information;
	(l) the Software listed in Schedule 5.15;
	(m) all of Sellers’ rights, claims or causes of action against third parties relating to the assets, properties, business or operations of any Seller arising out of transactions occurring prior to the Closing Date;
	(n) all publications, know-how, developments, models, databases, computer files, training programs, inventories, books and records (including all data and other information stored on discs, tapes or other media) of Sellers, including sales, advertising and marketing materials;

A-7

---

Table of Contents

	(o) all telephone, telex and telephone facsimile numbers, Internet sites and addresses and other directory listings utilized by any Seller in the conduct of the Business; and
	(p) all of Sellers’ right, title and interest in and to the name “Miami Dade Health Centers” and all derivations thereof.

	(a) any Seller’s rights, claims or causes of action against third parties relating to the Business which might arise in connection with the discharge by such Seller of the Excluded Liabilities;
	(b) the real estate listed in Schedule 2.2(b) (the “Excluded Real Property”);
	(c) all minute books and stock transfer books of each Seller;
	(d) each Seller’s employee benefit agreements, plans or arrangements listed in Schedule 5.18(a) or Schedule 5.18(d) or otherwise maintained by any Seller on behalf of persons employed by any Seller.
	(e) all refunds of any Tax which any Seller is entitled to receive pursuant to Section 7.2;
	(f) all rights of the Sellers and the Owners under this Agreement and the Ancillary Agreements;
	(g) all books and records (including all data and other information stored on discs, tapes and other media) of any Seller relating to: (i) Taxes, except as required pursuant to Section 7.2, and (ii) the Excluded Assets;
	(h) all rights of Sellers in and to any final retroactive Medicare Risk Adjustment payments with respect to Humana for the 2004 plan year; and
	(i) those assets identified on Schedule 2.2(i).

	(a) all liabilities and obligations of Sellers reflected on the Balance Sheet (and all related party liabilities owed by one Seller to another Seller or any subsidiary of one or more Sellers as of the Closing Date whether or not such liabilities are included on the Balance Sheet) or incurred since the date of the Balance Sheet in the ordinary course of business of the Business consistent with past practices to be paid or performed after the Closing Date including any such liabilities or obligations incurred under (i) the contracts, licenses, agreements or understandings listed or described in Schedule 5.15 or 5.20 (ii) the real estate leases listed in Schedule 5.11 and (iii) the personal property leases listed in Schedule 5.14and other agreements with respect to the Business not required by the terms of Section 5.20 to be listed in a Schedule to this Agreement; provided, however, that notwithstanding the foregoing or anything herein to the contrary, Buyer shall not assume any liabilities and obligations of any Seller that, but for a breach or default or violation of applicable Requirements of Law by any Seller or any Owner, would have been paid, performed or otherwise discharged on or prior to the Closing Date or to the extent the same arise out of any such breach or default; and
	(b) all liabilities in respect of Taxes for which Buyer is liable pursuant to Section 7.2;
	(c) any liabilities in respect of the lawsuits, claims, suits, proceedings or investigations set forth in Schedule 5.22;
	(d) any payables and other liabilities or obligations of any Seller to any of its employees or Affiliates (other than an Owner) set forth in Schedule 5.18(b); and
	(e) all liabilities applicable to the Business pursuant to the Worker Adjustment and Retraining Notification Act, effective on February 4, 1989 and as amended from time to time (the “Warn Act”), resulting from a termination of one or more employees after the Closing.

A-8

---

Table of Contents

	(a) any liabilities in respect of Taxes for which any Seller is liable pursuant to Section 7.2;
	(b) any payables and other liabilities or obligations of any Seller to any Owner or other shareholder of any Seller;
	(c) any costs and expenses incurred by Sellers or Owners incident to its negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein;
	(d) any liabilities or obligations in respect of any Excluded Assets;
	(e) subject to Section 2.3, any liabilities and obligations related to, associated with or arising from (i) the occupancy, operation, use or control of any of the Business Property prior to the Closing Date or (ii) the operation of the Business prior to the Closing Date, in each case incurred or imposed by any Requirements of Laws, including liabilities and obligations related to, or arising from, any Release of any Hazardous Materials on, at or from the Business Property, including all facilities, improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder, or any conditions whatsoever on, under or in the vicinity of such real property, but only to the extent that any such liabilities or obligations are not included within the Assumed Liabilities; and
	(f) those liabilities and obligations described on Schedule 2.4.

	(a) Sellers will distribute the portion of the Purchase Price received by Sellers on the Closing Date to Owners.
	(b) Retain will deliver to Sellers the Second Instrument of Assumption pursuant to which Retain shall assume and agree to discharge all obligations and liabilities of Sellers whether absolute or contingent, asserted or unasserted, known or unknown, liquidated or nonliquidated (other than the Assumed Liabilities) in accordance with their respective terms and subject to the respective conditions thereof, including, without limitation, all of the Excluded Liabilities.
	(c) Each Seller (other than Pelu and Peluca) and Buyer LLC shall thereafter effect the Merger pursuant to the terms and conditions of the Agreement and Plan of Merger by filing properly executed Articles of Merger or other appropriate documents with the Secretary of State of the State of Florida in accordance with the laws of the State of Florida.

	(a) An amount in cash equal to $5,000,000 paid at closing as provided in Section 4.2 as the same may be adjusted pursuant to Section 3.3(f) (the “Closing Date Cash Payment”); plus
	(b) The CNU Shares; plus

A-9

---

Table of Contents

	(c) An amount in cash equal to $1,000,000 paid on the first anniversary of the Closing Date to Owners in the proportions the Sellers’ Representative may specify in writing to CNU not less than five (5) business days prior to the first anniversary of the Closing Date; plus
	(d) Any consideration payable to Sellers or Owners under Section 3.2, 3.3 and 3.4.

	(a) Within fifteen (15) days after the Closing Date Buyer shall (at its own cost) prepare and deliver to Sellers’ Representative a schedule of the Trailing Payments identifying the payor, the amount paid, and the date on which such payment was received (the “Trailing Payments Schedule”). Further, within seventy-five (75) days after the Closing Date, Buyer shall (at its own cost) prepare, in accordance with GAAP, a calculation of the Working Capital of Sellers as of the Closing Date (the “Closing Date Working Capital”) and shall deliver to the Sellers’ Representative: (i) such calculation, and (ii) Buyer’s determination of the Closing Date Working Capital.
	(b) Promptly following receipt of Buyer’s written calculation of the Closing Date Working Capital, Sellers and Owners may review the calculation of the Closing Date Working Capital and the Trailing Payments Schedule and, within twenty (20) days after the date of such receipt, Sellers’ Representative may deliver to Buyer a certificate (signed by the Sellers’ Representative) setting forth each of Sellers’ and Owners’ objections to Buyer’s calculation of the Closing Date Working Capital and/or the Trailing Payments Schedule (the “Unresolved Objections”), together with a reasonably complete and detailed list of the reasons therefor and calculations which, in Sellers’ and Owner’s view, are necessary to eliminate such Unresolved Objections. If the Sellers’ and Owners’ Representative does not so object within such twenty (20) day period, Buyer’s calculation of the Closing Date Working Capital and the Trailing Payments Schedule shall be final and binding for purposes of this Agreement but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement.
	(c) If the Sellers’ Representative so objects within such twenty (20) day period, Buyer and the Sellers’ Representative shall use their reasonable efforts to resolve by written agreement (the “Agreed Adjustments”) the Unresolved Objections and, if the Sellers’ Representative and Buyer so resolve all the Unresolved Objections, Buyer’s calculation of the Closing Date Working Capital and/or the Trailing Payments Schedule, as adjusted by the Agreed Adjustments, shall be final and binding for purposes of this Agreement but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement.
	(d) If any Unresolved Objections are not resolved by the Agreed Adjustments within the twenty (20) day period next following such twenty (20) day period, then Buyer and the Sellers’ Representative shall submit the remaining Unresolved Objections that have not been resolved by the Agreed Adjustments to an independent national accounting firm acceptable to both the Sellers’ Representative and Buyer, and such firm (“Accounting Firm”) shall be directed by Buyer and the Sellers’ Representative to resolve such remaining Unresolved Objections (based solely on the presentations by Buyer and by the Sellers’ Representatives as to whether such remaining Unresolved Objection has been determined in a manner consistent with this Agreement) as promptly as reasonably practicable and to deliver written notice to each of Buyer and the Sellers’ Representative setting forth its resolution of such remaining Unresolved Objections. Buyer’s calculation of the Closing Date Working Capital and the Trailing Payments Schedule, after giving effect to any Agreed Adjustments and to such resolution by the

A-10

---

Table of Contents

	Accounting Firm, shall be final and binding as the calculation of the Closing Date Working Capital and the Trailing Payments Schedule for purposes of this Agreement but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement.
	(e) The parties hereto shall make available to Buyer, the Sellers’ Representative and, if applicable, the Accounting Firm, such books, records and other information as any of the foregoing may reasonably request to prepare or review the Buyer’s calculation of the Closing Date Working Capital, the Trailing Payments Schedule or any Unresolved Objections submitted to the Accounting Firm. The fees and expenses of the Accounting Firm hereunder shall be paid 50% by Buyer and 50% by Sellers; provided, however, in the event the Accounting Firm determines that Buyer’s calculation of the Closing Date Working Capital or the amount of the Trailing Payments reflected on the Trailing Payments Schedule (each as modified by any Agreed Adjustments) is more than 20% less than the amount of the Closing Date Working Capital or the amount of the Trailing Payments determined by the Accounting Firm after resolving all Unresolved Objections, then Buyer shall pay 100% of the fees and expenses of the Accounting Firm.
	(f) Within seven (7) days after such determination, Buyer shall pay Owners in such proportions as the Sellers’ Representative may advise Buyer and CNU in writing, an amount of cash equal to the lesser of (i) the amount of the Closing Date Working Capital, or (ii) $2,000,000, or (iii) the amount of the Trailing Payments. Any payment pursuant to this Section 3.3(f) shall be an adjustment to the Purchase Price.

A-11

---

Table of Contents

	(a) a copy of the respective Articles of Incorporation of CNU and Buyer and the Articles of Organization of Buyer LLC, certified as of a recent date by the Secretary of State of the State of Florida;
	(b) a certificate of good standing of each of CNU, Buyer and Buyer LLC, issued as of a recent date by the Secretary of State of the State of Florida;
	(c) a certificate of the secretary or an assistant secretary of each of CNU, Buyer, and Buyer LLC, dated the Closing Date, in form and substance reasonably satisfactory to Sellers, as to (i) the by-laws of CNU or Buyer or Operating Agreement of Buyer LLC, as applicable; (ii) the resolutions of the Board of Directors of each of CNU and Buyer or Board of Managers of Buyer LLC, as applicable authorizing the execution and performance of this Agreement and the transactions contemplated hereby; and (iii) incumbency and signatures of the officers of CNU, Buyer or Buyer LLC, as applicable executing this Agreement and any Buyer Ancillary Agreement;
	(d) a certificate, dated the Closing Date and signed by CNU’s Chief Executive Officer, certifying the satisfaction of the conditions set forth in Sections 4.7(a), (b), and (c).
	(e) the Instrument of Assumption duly executed by Buyer;
	(f) the Owner Employment Agreements duly executed by CNU;
	(g) the Physician Employment Agreements duly executed by CNU;
	(h) the Registration Rights Agreement duly executed by CNU;
	(i) the Escrow Agreement duly executed by CNU;
	(j) the Agreement and Plan of Merger duly executed by Buyer LLC;
	(k) the Articles of Merger duly executed by Buyer LLC; and
	(l) all consents, waivers or approvals obtained by CNU and Buyer with respect to the Purchased Assets or the consummation of the transactions contemplated by this Agreement.

	(a) a copy of the Articles of Incorporation [or Organization] of each Seller certified as of a recent date by the Secretary of State of the State of Florida;
	(b) a certificate of good standing of each Seller issued as of a recent date by the Secretary of State of the State of Florida;
	(c) a certificate of the secretary or an assistant secretary of each Seller and Retain, dated the Closing Date, in form and substance reasonably satisfactory to CNU, as to (i) no amendments to the Articles of Incorporation of such Seller or Retain since a specified date; (ii) the by-laws of such Seller or Retain; (iii) the resolutions of the board of directors of such Seller or Retain and of the shareholders of Seller or Retain authorizing the execution and performance of this Agreement and the Seller Ancillary

A-12

---

Table of Contents

	Agreements and the transactions contemplated hereby and thereby; and (iv) incumbency and signatures of the officers of such Seller or Retain executing this Agreement and any Seller Ancillary Agreement;
	(d) the Instrument of Assignment duly executed by Seller;
	(e) the Owner Employment Agreements duly executed by each party thereto (other than CNU);
	(f) the Physician Employment Agreements duly executed by each physician (other than Dr. Cruz) who is employed by Seller on the Closing Date or who serves the Business as an independent contractor on the Closing Date;
	(g) certificates of title or origin (or like documents) with respect to any vehicles or other equipment included in the Purchased Assets for which a certificate of title or origin is required in order to transfer title;
	(h) special warranty deeds in form and substance reasonably satisfactory to CNU transferring title to each parcel of real property listed or described in Schedule 5.10 to Buyer;
	(i) all consents, waivers or approvals obtained by Sellers with respect to the Purchased Assets or the consummation of the transactions contemplated by this Agreement together with any amendments to any Seller Agreement that may be obtained pursuant to Section 7.16;
	(j) an assignment, in recordable form, with respect to each of the leases of real estate described in Schedule 5.11, duly executed by the applicable Seller and in form and substance reasonably satisfactory to Buyer;
	(k) the Registration Rights Agreement duly executed by each party thereto (other than CNU);
	(l) the Escrow Agreement duly executed by each party thereto (other than CNU);
	(m) the Real Property Lease executed by each party thereto;
	(o) the Second Instrument of Assumption duly executed by all parties thereto;
	(p) the Agreement and Plan of Merger duly executed by all parties thereto (other than Buyer LLC);
	(q) the Articles of Merger duly executed by all parties thereto (other than Buyer LLC);
	(r) the Warehouse Lease duly executed by all parties thereto; and
	(s) such other bills of sale, assignments and other instruments of transfer or conveyance as Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer free and clear of all Encumbrances other than Permitted Encumbrances.

	(a) All consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Body required by or with respect to CNU, Buyer, any Seller or any Owner in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby shall have been obtained or made, including, without limitation, those set forth on Schedule 5.3 or Schedule 6.2.
	(b) This Agreement, and the transactions contemplated by this Agreement shall, if necessary, have received the requisite approval and authorization of the shareholders of CNU in accordance with applicable Requirements of Law and the Articles of Incorporation and Bylaws of CNU.

A-13

---

Table of Contents

	(c) No Requirement of Law shall have been enacted or promulgated which prohibits the consummation of the transactions contemplated by this Agreement; and there shall be no order or injunction of a court of competent jurisdiction in effect precluding consummation of the transactions contemplated by this Agreement.
	(d) No action, suit or proceeding shall be pending before any Governmental Body wherein an unfavorable judgment, order, decree, stipulation or injunction would (1) prevent consummation of any of the transactions contemplated by this Agreement, or (2) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect.
	(e) There shall not have occurred and be continuing: (1) any suspension of trading in the CNU Common Stock on the American Stock Exchange, or (2) a declaration of banking moratorium by federal or New York authorities, or (3) any suspension of payments in respect of banks in the United States that regularly participate in the market in loans to large corporations, in each case which would prevent the acceptance for payment or the payment for CNU Shares accepted for payment hereunder.

	(a) The representations and warranties of Sellers and the Owners set forth in this Agreement that are qualified by materiality shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date as if made on and as of the Closing Date, and the representations and warranties of Sellers and the Owners contained in this Agreement that are not so qualified shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date except for those representations and warranties which address matters only as of a particular date (which shall remain true and correct as of such date).
	(b) Sellers and the Owners shall have in all material respects performed all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date.
	(c) From the date of this Agreement to the Closing Date, there shall not have been any event or development which results in a Material Adverse Effect upon the Business.
	(d) The Adjusted EBITDA as reflected on the audited Seller Financial Statements shall be at least $6,000,000.
	(e) Sellers shall have delivered to CNU all written consents, assignments, waivers, authorizations or other certificates reasonably necessary to consummate the transactions contemplated hereby, including, without limitation, the approval of applicable Governmental Bodies, together with any amendments to any Seller Agreement that may be obtained pursuant to Section 7.16.
	(f) Sellers shall have received an unqualified opinion on the audited Seller Financial Statements from the Auditor, and the Seller Financial Statements shall not have been adjusted in any material respect from the form in which such Seller Financial Statements were previously provided to CNU and Buyer as a result of the audit.
	(g) No action, suit or proceeding shall be pending before any Governmental Body wherein an unfavorable judgment, order, decree, stipulation or injunction would affect adversely in the reasonable judgment of CNU the right of Buyer and CNU to own, operate or control any material portion of the assets and operations of the Business following the consummation of the transaction contemplated by this Agreement, and no such judgment, order, decree, stipulation or injunction shall be in effect.
	(h) CNU shall have obtained an ALTA Title Insurance Commitment (Florida Current Edition) from a nationally recognized title insurance company licensed to write title insurance in the State of

A-14

---

Table of Contents

	Florida selected by CNU(the “Title Commitment”) and policies of title insurance shall have been issued under the Title Commitment at the Closing reflecting no Encumbrances other than Permitted Encumbrances.

	(a) The representations and warranties of Buyer and CNU set forth in this Agreement that are qualified by materiality shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date as if made on and as of the Closing Date, and the representations and warranties of Buyer and CNU contained in this Agreement that are not so qualified shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date except, in each case, for those representations and warranties which address matters only as of a particular date (which shall remain true and correct or true and correct in all material respects, as applicable, as of such date).
	(b) Each of Buyer and CNU shall have in all material respects performed all obligations and complied with in all material respects all covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date.
	(c) From the date of this Agreement to the Closing Date, there shall not have been any event or development which results in a Material Adverse Effect upon CNU.
	(d) Luis Cruz, M.D. shall have been appointed to the Board of Directors of CNU.
	(e) Owners shall have been released from any personal guaranties of any indebtedness of the Business included in the Assumed Liabilities that are identified on Schedule 5.27 as guaranteed by one or more of the Owners.
	(f) CNU policies of directors and officers’ insurance as in effect on the date hereof shall continue to be in full force and effect on the Closing Date or CNU shall have substituted policies of directors’ and officers’ insurance with terms and conditions that, taken as a whole, are not materially less favorable to CNU’s directors and officers which substitute policies shall be in full force and effect on the Closing Date.
	(g) No action, suit or proceeding shall be pending before any Governmental Body wherein an unfavorable judgment, order, decree, stipulation or injunction would in the reasonable judgment of Owners impose material limitations on the ability of Owners to acquire or hold, or exercise full rights of ownership of, any CNU Shares, including the right to vote such CNU Shares on all matters properly presented to the shareholders of CNU.

A-15

---

Table of Contents

	(a) Each Seller and Retain has full power and authority to execute, deliver and perform this Agreement and all of the Seller Ancillary Agreements to be executed, delivered and performed by such Seller or Retain. The execution, delivery and performance of this Agreement and such Seller Ancillary Agreements by such Seller or Retain have been duly authorized and approved by such Seller’s or Retain’s board of directors and the shareholders of Seller or Retain and do not require any further authorization or consent of Seller or Retain or their respective shareholders. This Agreement has been duly authorized, executed and delivered by each Seller and Retain and is the legal, valid and binding obligation of each Seller and Retain enforceable in accordance with its terms, and each of the Seller Ancillary Agreements to be executed, delivered and performed by Sellers or Retain has been or will be duly authorized by each Seller or Retain and is, or upon execution shall be, a legal, valid and binding obligation of each Seller or Retain enforceable in accordance with its terms, except as such enforceability may be subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.
	(b) Each Owner has the legal right, power and capacity to execute, deliver and perform this Agreement and all of the Seller Ancillary Agreements to be executed, delivered and performed by such Owner. The execution, delivery and performance of this Agreement and each such Seller Ancillary Agreement by such Owner do not require any further authorization or consent of any Seller or Retain, or any other Owner. This Agreement has been duly executed and delivered by each Owner and is the legal, valid and binding obligation of such Owner enforceable in accordance with its terms, and each of the Seller Ancillary Agreements to be executed, delivered and performed by such Owner is, or upon execution shall be, a legal, valid and binding obligation of such Owner enforceable in accordance with its terms, except as such enforceability may be subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.
	(c) Except as set forth in Schedule 5.3, neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements, the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will:

(i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (A) the Articles of Incorporation or the bylaws of any Seller or Retain, (B) any Seller Agreement, (C) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which any Seller or Retain or any Owner is a party or any of the Purchased Assets is subject or by which any Seller, Retain or any Owner is bound, (D) any Court Order to which any Seller, Retain or any Owner is a party or any of the Purchased Assets is subject or by which any Seller, Retain or any Owner is bound, or (E) any Requirement of Law generally recognized as applicable to any Seller, Retain, any Owner or the Purchased Assets; or

A-16

---

Table of Contents

	(ii) require the approval, consent, authorization or act of, or the making by any Seller, Retain or any Owner of any declaration, filing or registration with, any Person or Governmental Body.

	(a) Attached as Schedule 5.4 are true and complete copies of (a) the combined balance sheets of the Sellers as of December 31, 2003, 2004, and 2005, and the combined statements of income, cash flows and retained earnings of the Sellers for the years then ended, including any related notes (collectively, the “Seller Financial Statements”). Except as indicated on Schedule 5.4, the Seller Financial Statements fairly present in all material respects Sellers’ combined financial condition, assets, liabilities, equity and the results of their operations at the dates and for the periods specified in those statements in accordance with GAAP consistently applied with prior periods.
	(b) The Sellers maintain a system of internal accounting controls that is sufficient, to the Knowledge of Sellers, to provide reasonable assurance that: (a) transactions are executed in accordance with management’s general or specific authorization; (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (c) access to assets is permitted only in accordance with management’s general or specific authorization; and (d) the recorded accountability for inventory is compared with existing inventory at reasonable intervals and appropriate action is taken with respect to any differences, it being acknowledged by Buyer and CNU that Sellers have not (i) heretofore been subject to the provisions of the Sarbanes-Oxley Act of 2002 or (ii) engaged consultants or undertaken procedures customarily undertaken by public companies subject to the Sarbanes-Oxley Act of 2002.

	(a) Except as set forth in Schedule 5.5, since the Balance Sheet Date, there has been

	(i) no material adverse change in the Purchased Assets nor any Material Adverse Effect on the Business and, to the Knowledge of Sellers, no fact or condition exists or is contemplated or threatened which would reasonably be expected to cause such a change or effect in the future;
	(ii) no material reduction in the amount of Sellers’ Working Capital through the date of this Agreement or in the amount of cash held by Sellers through the date of this Agreement; and
	(iii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any material portion of the Purchased Assets or the Business.

(b) Except as set forth in Schedule 5.5, since the Balance Sheet Date, Sellers have conducted the Business only in the ordinary course of business consistent with past practice; provided that nothing herein shall prohibit any of the Sellers from distributing, selling, transferring or otherwise dealing with any or all of the Excluded Assets or assuming, satisfying or otherwise dealing with the Excluded Liabilities; provided that no such distribution, sale, transfer, assumption, satisfaction or dealing could reasonably be expected to: (i) create or result in any liability or obligation of any Buyer Group Member or any liability or obligation that would be an Assumed Liability, (ii) cause any representation or warranty of Sellers and the Owners set forth herein to be untrue or incorrect, (iii) violate the terms of any covenant or obligation of Sellers or Owners hereunder, or (iv) cause any of the conditions to the Closing not to be satisfied. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in Schedule 5.5, no Seller has:

(i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers from any Seller to any Owner or to any of their respective Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by any Seller after the Balance Sheet Date, except for personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrances;

A-17

---

Table of Contents

	(ii) cancelled any debts owed to or claims held by such Seller (including the settlement of any claims or litigation) other than in the ordinary course of the Business consistent with past practice;
	(iii) created, incurred, assumed or guaranteed any indebtedness for borrowed money or entered into, as lessee, any capitalized lease obligations (as defined by GAAP);
	(iv) accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice;
	(v) delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice;
	(vi) made any payment of cash or distribution of assets to any Owner or any of their respective Affiliates through the date of this Agreement, other than in the ordinary course of the Business consistent with past practice;
	(vii) instituted any increase in any compensation payable to any employee of such Seller or in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to employees of such Seller, other than in the ordinary course of the Business consistent with past practice;
	(viii) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods which would have the effect of deferring income to periods for which Buyer is liable pursuant to Section 7.2(a) or accelerating deductions to periods for which a Seller is liable pursuant to Section 7.2(a));
	(ix) made any material change in the accounting principles and practices used by such Seller from those applied in the preparation of the Balance Sheet and the related statements of income and cash flow for the period then ended;
	(x) declared or paid any dividends on or made any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combined or reclassified any of its capital stock or issued or authorized the issuance of any other securities in respect of, in lieu of or in substitution for shares of capital stock of such Seller;
	(xi) redeemed, repurchased or otherwise acquire, directly or indirectly, recapitalized or reclassified any shares of its capital stock;
	(xii) issued, delivered or sold or authorized or proposed the issuance, delivery or sale of, any shares of its capital stock of any class or securities convertible into, or subscriptions, rights, warrants or options to acquire, or entered into other agreements or commitments of any character obligating it to issue any such shares or other convertible securities;
	(xiii) caused, permitted or proposed any amendments to its Articles of Incorporation or bylaws;
	(xiv) made any capital expenditure involving more than $25,000;
	(xv) taken any other action which could reasonably be expected to cause any of the conditions to the Closing, not to be satisfied; or
	(xvi) agreed to do any of the foregoing.

A-18

---

Table of Contents

	(a) Each Seller has filed all Tax Returns required to be filed by any applicable Requirement of Law prior to the date hereof. All such Tax Returns were (and as to Tax Returns not filed as of the date hereof, will be) true, complete and correct in all material respects and filed on a timely basis. Each Seller has paid all Taxes that are due and payable, or claimed or asserted by any taxing authority to be due and payable, from such Seller for the periods covered by the Tax Returns.
	(b) No jurisdiction (whether within or without the United States) in which a Seller has not filed a specific Tax Return has asserted that such Seller is required to file such Tax Return in such jurisdiction. Schedule 5.7lists all states and nations in which a Seller files any Tax Returns and indicates in the case of Income Tax or franchise tax filings whether such filings are made on a consolidated, combined or unitary basis and the state allocation factors for the most recent taxable year for which filings have been made.
	(c) Each Seller has established (and until the Closing Date will maintain) on its books and records reserves adequate to pay all Taxes not yet due and payable and such reserves are clearly identified as reserves for current Taxes.
	(d) There are no Tax Encumbrances upon the assets of any Seller except Encumbrances for Taxes not yet due.
	(e) Each Seller has complied (and until the Closing Date will comply) with all applicable laws, rules, and regulations relating to the payment and withholding of Taxes (including withholding and reporting requirements under Code §§1441 through 1464, 3401 through 3406, 6041 and 6049 and similar provisions under any other laws) and has, within the time and in the manner prescribed by all applicable Requirements of Law, withheld from employee wages and paid over to the proper Governmental Bodies all required amounts.
	(f) No Seller has requested (and no request has been made on its behalf) any extension of time within which to file any Tax Return which extension is currently effective. No Seller has executed any outstanding waivers or comparable consents regarding the application of the statute of limitations for any Taxes or Tax Returns (and no extensions have been executed on their behalf). The statute of limitations for the assessment of all Taxes has expired for all applicable Tax Returns of each seller through December 31, 2001.
	(g) No deficiency for any Taxes has been suggested, proposed, asserted or assessed against any Seller that has not been resolved and paid in full. No audits or other administrative proceedings or court proceedings are presently pending or to the Knowledge of Sellers threatened with regard to any Taxes or Tax Returns of the Seller and all prior adjustments of federal Tax liability resulting from the resolution of any audit or proposed deficiency have been reported to appropriate state and local taxing authorities and all resulting Taxes payable to state and local taxing authorities have been paid.
	(h) There is no power of attorney currently in force with respect to any Tax matter involving any Seller.
	(i) No Seller has received any written ruling of a taxing authority relating to Taxes, or any other written and legally binding agreement with a taxing authority relating to Taxes.
	(j) Each Seller has made available (or, in the case of Tax Returns to be filed on or before the Closing Date, will make available) to Buyer and CNU complete and accurate copies of all Tax Returns and associated work papers filed by or on behalf of each Seller for all taxable years ending on or prior to the Closing Date.

A-19

---

Table of Contents

	(k) No agreement as to indemnification for, contribution to, or payment of Taxes exists between any Seller and any other Person, including pursuant to any tax sharing agreement, lease agreement, purchase or sale agreement, partnership agreement or any other agreement.
	(l) No Seller has any liability for Taxes of any Person under Treasury Regulation 1.1502-6 (or any similar provision of any state, local or foreign law), or as a transferee or successor, or by contract or otherwise.
	(m) No Seller is or has been a “distributing corporation” or a “controlled corporation” within the meaning of Code section 355.
	(n) No Seller is a party to any agreement, contract, or arrangement that would result, separately or in the aggregate, in the payment of any “excess parachute payments” within the meaning of Code Section 280G or in the disallowance of any deductions pursuant to Code Section 162(m).
	(o) No property of any Seller is property that such Seller or any party to this transaction is or will be required to treat as being owned by another person pursuant to the provisions of Code Section 168(f)(8) (as in effect prior to its amendment by the Tax Reform Act of 1986) or is “tax-exempt use property” or “tax-exempt bond financed property” within the meaning of Code Section 168,
	(p) No Seller is required to include in income any adjustment pursuant to Code §481(a) by reason of a voluntary change in accounting method initiated by such Seller, and the IRS has not proposed an adjustment or change in accounting method. No income of any Seller that economically accrued prior to the Closing will be recognized as taxable income after the Closing as a result of such Seller having been a party to an installment sale, an open transaction or otherwise.
	(q) Each Seller which is a corporation has continuously since its incorporation qualified as an C Corporation for federal income tax purposes except for Pelu which is an S Corporation within the meaning of Code Section 1361 and will continue to be treated as an S Corporation until the Closing. Each state in which each Seller is required to file tax returns respects such Seller’s status as a C or S Corporation, as applicable, and conforms to the federal Income Tax treatment of S Corporations.
	(r) No Seller has participated in or cooperated with any international boycott with in the meaning of Code section 999.
	(s) Other than Pelu, no Seller is a United States real property holding corporation within the meaning of Code section 897(c)(2).
	(t) Each Seller has disclosed on its federal Income Tax Return all positions taken therein that could give rise to a substantial understatement of federal Income Tax within the meaning of Code section 6662. No Seller has engaged in any reportable transactions that were required to be disclosed pursuant to Treasury Regulation section 1.6011-4. No sales Taxes, use Taxes, real estate transfer Taxes or other similar Taxes will be imposed on the transfer of the Purchased Assets or the assumption of the Assumed Liabilities pursuant to this Agreement; or subject to a so-called “TRAC lease” under Section 7701(h) of the Code (or any predecessor provision).

	(a) Except as set forth in Schedule 5.8 and except for the Excluded Assets, the Purchased Assets constitute all the assets used in the Business (including all books, records, computers and computer programs and data processing systems) and, taken as a whole, are in good operating condition and repair (subject to normal wear and tear) and serviceable condition and are, to the Knowledge of Sellers, suitable for the uses for which they are being used.
	(b) Schedule 5.8 sets forth a description of all material services provided by Sellers or any Affiliate of Sellers utilizing either (i) assets not included in the Purchased Assets or (ii) employees not listed in Schedule 5.18(j) and the manner in which the costs of providing such services have been allocated to the Business.

A-20

---

Table of Contents

	(a) Each Seller owns, holds or possesses all material licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body which are necessary to entitle such Seller to own or lease, operate and use its respective Purchased Assets and to carry on and conduct the Business as currently conducted by such Seller (collectively, the “Governmental Permits”). Schedule 5.9 sets forth a list and brief description of each Governmental Permit. Complete and correct copies of all of the Governmental Permits have heretofore been delivered or made available to Buyer by Sellers.
	(b) Except as set forth in Schedule 5.9, (i) each Seller has fulfilled and performed in all material respects its obligations under each of the Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit, or which would reasonably be expected to adversely affect the rights of any Seller under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is known to, any Seller or any Owner; and (iii) each of the Governmental Permits is valid, subsisting and in full force and effect.

A-21

---

Table of Contents

	(a) Schedule 5.15 contains a list and description (showing in each case the registered or other owner, expiration date and registration or application number, if any) of all Copyrights, Patents and Trademarks owned by, licensed to or used by Seller.
	(b) Schedule 5.15 contains a list and description (showing in each case any owner, licensor or licensee) of all Software owned by, licensed to or used by any Seller; provided that Schedule 5.15 does not list mass market Software licensed to Seller that is available in consumer retail stores or otherwise commercially available and subject to “shrink-wrap” or “click-through” license agreements.
	(c) Schedule 5.15 contains a list and description of all agreements, contracts, licenses, sublicenses, assignments and indemnities to which any Seller is a party which relate to (i) any Copyrights, Patent Rights or Trademarks listed in Schedule 5.15, (ii) any Trade Secrets owned by, licensed to or used by any Seller or (iii) any Software listed in Schedule 5.15 (collectively, the “Software Agreements”).
	(d) Except as disclosed in Schedule 5.15, Sellers either: (i) own the entire right, title and interest in and to the Intellectual Property included in the Purchased Assets, free and clear of any Encumbrance (other than Permitted Encumbrances), or (ii) have the perpetual, royalty-free right to use the same and to use all Software listed in Schedule 5.15.

	(a) Schedule 5.18(a) sets forth a list of each retirement, savings, thrift, deferred compensation, severance, stock ownership, stock purchase, stock option, performance, bonus, incentive, vacation or holiday pay, hospitalization or other medical, disability, life or other insurance, or other welfare, retiree welfare or benefit plan, policy, trust, understanding or arrangement of any kind, whether written or oral, to which Seller is a party or by which it is bound or pursuant to which it may be required to make any payment at any time, other than plans of the type described in Section 5.18(d) (“Sellers’ Non-ERISA Plans”).
	(b) Schedule 5.18(b) sets forth a list of each (i) employee collective bargaining agreement, and (ii) agreement, commitment, understanding, plan, policy or arrangement of any kind, whether written or oral, with or for the benefit of any current or former officer, director, employee, subcontractor or consultant (including each employment, compensation, deferred compensation, severance, supplemental pension, life insurance, termination or consulting agreement or arrangement and any agreements or arrangements associated with a change in control), to which Seller is a party or by which it is bound or pursuant to which it may be required to make any payment at any time, other than Sellers’ Non-ERISA Plans and other than plans of the type described in Section 5.18(d) (“Sellers’ Compensation Commitments”).

A-22

---

Table of Contents

	(c) Copies of all written Seller’s Non-ERISA Plans and Sellers’ Compensation Commitments and of all related insurance and annuity policies and contracts and other documents with respect to each Sellers’ Non-ERISA Plan and Seller’s Compensation Commitment have been delivered or made available to Buyer. Schedules 5.18(a) and 5.18(b), respectively, contain a description of all oral Sellers’ Non-ERISA Plans and Seller’s Compensation Commitments.
	(d) Schedule 5.18(d) sets forth a list of each “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) and each “employee welfare benefit plan” (as such term is defined in Section 3(1) of ERISA) covering any employee or former employee of Seller (collectively, “Sellers’ ERISA Plans”). Except as set forth in Schedule 5.18(d), (i) Seller has never maintained any employee pension benefit plan and (ii) Seller has never been required to contribute to any “multiemployer plan” (as such term is defined in Section 3(37) of ERISA).
	(e) Seller has delivered or made available to Buyer, with respect to each Sellers’ ERISA Plan, correct and complete copies, where applicable, of (i) all plan documents and amendments, trust agreements and insurance and annuity contracts and policies, (ii) with respect to any ERISA Plan designed to comply with Section 401(a) of the Code, the most recent IRS determination letter, (iii) the Annual Reports (Form 5500 Series) and accompanying schedules and actuarial reports, as filed, for the most recently completed three plan years, (iv) the summary plan description currently in use and any other summary plan description in use at any time since January 1, 2003, (v) discrimination testing reports performed during the last two plan years and a description of any corrective action taken in response to any such reports and (vi) copies of correspondence from the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation regarding any plan audit or investigation or any intent to conduct a plan audit or investigation.
	(f) Each Sellers’ ERISA Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS that such Plan is so qualified under the Code; and to the Knowledge of Sellers, no circumstance exists that might cause such Plan to cease being so qualified.
	(g) Each Sellers’ ERISA Plan complies in all material respects, and has been administered to comply in all material respects, with all Requirements of Law, and there has been no notice issued by any Governmental Body questioning or challenging such compliance, and there are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of Seller, threatened involving any such Plan or the assets of any such Plan.
	(h) Seller has no obligations under any of Sellers’ Non-ERISA Plans, Seller’s Compensation Commitments or Sellers’ ERISA Plans or otherwise to provide health or death benefits to or in respect of former employees of Seller, except as specifically required by the continuation requirements of Part 6 of Title I of ERISA.
	(i) Seller has no liability of any kind whatsoever, whether direct, indirect, contingent or otherwise, (i) on account of any violation of the health care requirements of Part 6 of Title I of ERISA or Section 4980B of the Code, (ii) under Section 502(i) or Section 502(l) of ERISA or Section 4975 of the Code, (iii) under Section 302 of ERISA or Section 412 of the Code or (iv) under Title IV of ERISA. Assuming that each of Seller’s ERISA Benefit Plans that is subject to Title IV of ERISA were terminated as of the Closing Date, Seller would have no liability under Title IV of ERISA as a result of such termination.
	(j) Schedule 5.18(j) contains: (i) a list of all employees of each Seller as of January 1, 2006; (ii) the positions, service dates, position dates, and, if any, leave status (including a designation, if applicable, of the type of leave and whether the leave is paid or unpaid) of each such employee; (iii) the then current annual compensation of, and a description of the fringe benefits (other than those generally available to employees of each Seller) provided by each Seller to any such employees; (iv) a list of all present or former employees of each Seller paid in excess of $50,000 in calendar year 2005 who have terminated or given notice of their intention to terminate their relationship with any Seller since

A-23

---

Table of Contents

	January 1, 2006; (v) a list of any increase, effective after January 1, 2006, in the rate of compensation of any employees or commission salespersons; and (vi) a list of all substantial changes in job assignments of, or arrangements with, or promotions or appointments of, any employees or commission salespersons whose compensation as of January 1, 2006 was in excess of $50,000 per annum.
	(k) Except as set forth in Schedule 5.18(k), (i) to the Knowledge of Sellers, no employee, officer, director or Affiliate of any Seller has any direct or indirect interests in the business of competitors, suppliers or customers of any Seller, and (ii) there are no situations with respect to the Business that involved or involves (A) the use of any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (B) the making of any direct or indirect unlawful payments to government officials or others from corporate funds or the establishment or maintenance of any unlawful or unrecorded funds; (C) the violation of any of the provisions of The Foreign Corrupt Practices Act of 1977, or any rules or regulations promulgated thereunder; or (D) the receipt of any illegal discounts or rebates or any other violation of the antitrust laws.

	(a) any contract for the purchase, sale or lease of real property;
	(b) any contract for the purchase of services, materials, supplies or equipment which involved the payment of more than $25,000 in 2005, which Sellers anticipate will involve the payment of more than $25,000 in 2006 or which extends beyond January 1, 2007;
	(c) any contract for the sale of goods or services which involved the payment of more than $25,000 in 2005, which Sellers anticipate will involve the payment of more than $25,000 in 2006 or which extends beyond January 1, 2007;
	(d) any contract for the purchase, licensing or development of Software to be used by any Seller, except for mass market software licensed to a Seller that is available in consumer retail stores or otherwise commercially available and subject to “shrink-wrap” or “click-through” license agreements;
	(e) any consignment, distributor, dealer, manufacturers representative, sales agency, advertising representative or advertising or public relations contract;
	(f) any guarantee of the obligations of patients, suppliers, third party payors, officers, directors, employees, Owners, Affiliates or others;
	(g) any agreement which provides for, or relates to, the incurrence or guarantee by any Seller of debt for borrowed money (including, without limitation, any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate and/or foreign exchange risk associated with its financing);

A-24

---

Table of Contents

	(h) any contract not made in the ordinary course of the Business consistent with past practice;
	(i) any contract or agreement which provides for a most favored pricing provision for any patient, supplier or third party payor of any Seller;
	(j) any contract which limits or restricts where any Seller may conduct the Business;
	(k) any partnership agreements, joint venture agreements or strategic alliance agreements; or
	(l) any other contract, agreement, commitment, understanding or instrument which is material to any Seller or to the Business.

	(a) the Purchased Assets and their current uses comply in all material respects with all applicable Requirements of Law and Court Orders;
	(b) Sellers have complied in all material respects with all Requirements of Law and Court Orders which are applicable to the Purchased Assets or the Business and no Seller nor any Owner has been excluded or debarred from providing services to a Governmental Body or to any customer that participates in a program sponsored by a Governmental Body;
	(c) there are no lawsuits, claims, suits, proceedings or investigations pending or, to the Knowledge of Sellers, threatened against or affecting any Seller nor, to the Knowledge of Sellers, is there any basis for any of the same, and there are no lawsuits, suits or proceedings pending in which any Seller is the plaintiff or claimant;
	(d) there is no action, suit or proceeding pending or, to the Knowledge of Sellers, threatened which questions the legality or propriety of the transactions contemplated by this Agreement; and
	(e) no Seller nor any of the Purchased Assets are subject to any Court Order.

(a) to the Knowledge of Sellers, no Seller nor any of the present Business Property or operations, or the past Business Property or operations, is subject to any on-going investigation by, order from or agreement with any Person (including without limitation any prior owner or operator of Business Property) respecting (i) any Environmental Law, (ii) any Remedial Action or (iii) any claim of Losses

A-25

---

Table of Contents

	and Expenses arising from the Release or threatened Release of Hazardous Materials into the environment;
	(b) no Seller is subject to any judicial or administrative proceeding, order, judgment, decree or settlement alleging or addressing a violation of or liability under any Environmental Law;
	(c) no Seller has: (A) reported a Release of a Hazardous Material; (B) filed a notice related to the presence, generation, transportation or release of any Hazardous Material pursuant to any Environmental Laws; (C) filed notice, pursuant to any Environmental Laws, indicating the generation of any regulated Hazardous Material; or (D) filed any notice under any applicable Requirements of Laws reporting a substantial violation of any applicable Requirements of Laws;
	(d) to the Knowledge of Sellers, there is not now nor has there ever been, on or in any Business Property: (A) any treatment, recycling, storage or disposal of any Hazardous Material that requires or required a Governmental Permit; or (B) any above ground or underground storage tank or surface impoundment or landfill or waste pile.
	(e) to the Knowledge of Sellers, there is not now nor has there ever been on or in any Business Property any polychlorinated biphenyls (PCB) used in pigments, hydraulic oils, electrical transformers or other equipment;
	(f) no Seller nor any Owner has received any written notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of Hazardous Materials; and
	(g) to the Knowledge of Sellers, any asbestos-containing material which is on or part of any Business Property is in good repair according to the current standards and practices governing such material, and its presence or condition does not violate any currently applicable Requirements of Laws.

	(a) As of the date of this Agreement, each of MDHC, MDHRS and West Dade, as required, is (i) certified for participation or enrollment in the Medicare and Medicaid programs; (ii) has a current and valid provider contract with the Medicare and Medicaid programs; and (iii) is in substantial compliance with the conditions of participation of those programs. Except as otherwise set forth in Schedule 5.25, no Seller has received notice from the regulatory authorities which enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations, and to Sellers’ Knowledge, no investigations or surveys are pending or threatened. No Seller is a party to, or the beneficiary of, any agreement, contract, understanding or business venture with any provider or referral source which violates the Medicare/ Medicaid Fraud and Abuse amendments or any regulations thereunder adopted by the U.S. Department of Health and Human Services or any regulations adopted by any other federal or state agency.
	(b) No Seller nor, to the Knowledge of Sellers, any physician or other health care professional employee of the Business has engaged in any activities which are prohibited under 42 U.S.C. § 1320a-7b, or the regulations promulgated thereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including the following: (a) knowingly and willfully making or causing to be made a false statement or representation of a fact in any application for any benefit or payment; (b) knowingly and willfully making or causing to be made any false statement or representation of a fact for use in determining rights to any benefit or payment; (c) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with intent to

A-26

---

Table of Contents

	fraudulently secure such benefit or payment; and (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay or receive such remuneration: (A) in return for referring an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or Medicaid; or (B) in return for purchasing, leasing, or ordering or arranging for or recommending purchasing, leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid. Each Seller has at all times complied with the applicable Requirements of Law which prohibit physicians who have an ownership, investment or beneficial interest in certain health care facilities from referring patients to such facilities for the provisions of designated and other health services. Each Seller has filed all reports required to be filed pursuant to any applicable Requirement of Law regarding compensation arrangements and financial relationships between a physician and an entity to which the physician refers patients.
	(c) Schedule 5.25 lists and describes all plans and other efforts of the Business with respect to the practice locations to comply with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), including the final regulations promulgated thereunder, whether such plans and efforts have been put in place or are in process. Schedule 5.25 includes, but is not limited in any manner whatsoever, to any privacy compliance plan of the Business in place or in development, and any plans, analyses or budgets relating to information systems including but not limited to necessary purchases, upgrades or modifications to effect HIPAA compliance.

A-27

---

Table of Contents

(a) Each of Buyer, Buyer, LLC and CNU has full power and authority to execute, deliver and perform this Agreement and all of the Buyer Ancillary Agreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer, Buyer LLC and CNU have been duly authorized and approved by Buyer’s and CNU’s board of directors or board of managers, as applicable, and, except for the approval of CNU’s shareholders, do not require any further corporate authorization or consent of Buyer, Buyer LLC or CNU. This Agreement has been duly authorized, executed and delivered by Buyer, Buyer LLC and CNU and is a legal, valid and binding agreement of Buyer, Buyer LLC or CNU enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been or will be duly authorized by Buyer, Buyer LLC and CNU and is, or upon execution will be, a legal, valid and binding obligation of Buyer, Buyer LLC and CNU enforceable in accordance with its terms, except as such enforceability may be subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

A-28

---

Table of Contents

	(b) Except as set forth in Schedule 6.2, neither the execution and delivery of this Agreement or any of the Buyer Ancillary Agreements the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will:

	(i) conflict with, result in a material breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (A) the Articles of Incorporation, Articles of Organization or Bylaws or Operating Agreement of Buyer, Buyer LLC or CNU, (B) any material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which Buyer, Buyer LLC or CNU is a party or any of its properties is subject or by which Buyer, Buyer LLC or CNU is bound, (C) any Court Order to which Buyer, Buyer LLC or CNU is a party or by which it is bound or (D) any Requirement of Law affecting Buyer, Buyer LLC or CNU; or
	(ii) require the approval, consent, authorization or act of, or the making by Buyer, Buyer LLC or CNU of any declaration, filing or registration with, any Person.

	(a) CNU has delivered or made available to Sellers accurate and complete copies of each report and definitive proxy statement filed by CNU with the Securities and Exchange Commission under the Exchange Act since June 30, 2004 (the “CNU SEC Documents”). All statements, reports, schedules, forms and other documents required to have been filed by CNU with the Securities and Exchange Commission under the Exchange Act since June 30, 2004 have been so filed. As of the time it was filed with the Securities and Exchange Commission (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the CNU SEC Documents complied in all material respects with the applicable requirements of the Exchange Act; and (ii) none of the CNU SEC Documents 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 the light of the circumstances under which they were made, not misleading.
	(b) The consolidated financial statements of CNU contained in the CNU SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the Securities and Exchange Commission applicable thereto; (ii) were prepared in accordance with GAAP throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the Securities and Exchange Commission, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in

A-29

---

Table of Contents

	amount); and (iii) fairly present the consolidated financial position of CNU and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of CNU and its consolidated subsidiaries for the periods covered thereby.

	(a) conducted its business other than in the ordinary course of business consistent with past practice;
	(b) made any material change in the accounting principles and practices used by CNU;
	(c) declared or paid any dividends on or made any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combined or reclassified any of the CNU Common Stock or issued or authorized the issuance of any other securities in respect of, in lieu of or in substitution for shares of CNU Common Stock;
	(d) other than upon the exercise of securities that are exercisable or exchangeable for or convertible into shares of CNU Common Stock, issued, delivered or sold or authorized or proposed the issuance, delivery or sale of, any shares of CNU Common Stock of any class or securities convertible into, or subscriptions, rights, warrants or options to acquire, or entered into other agreements or commitments of any character obligating it to issue any such shares or other convertible securities;
	(e) caused, permitted or proposed any amendments to its Articles of Incorporation or bylaws;
	(f) created, incurred, assumed or guaranteed any indebtedness for borrowed money or entered into, as lessee, any capitalized lease obligations (as defined by GAAP) other than in the ordinary course of business consistent with past practices;
	(g) taken any other action which could reasonably be expected to cause any of the conditions to the Closing not to be satisfied; or
	(h) agreed to do any of the foregoing.

	(a) CNU, Buyer and Buyer, LLC have complied in all material respects with all Requirements of Law and Court Orders which are applicable to their business and neither CNU, Buyer nor Buyer, LLC has been excluded or debarred from providing services to a Governmental Body or to any customer that participates in a program sponsored by a Governmental Body;
	(b) there are no lawsuits, claims, suits, proceedings or investigations pending or, to the Knowledge of CNU and Buyer, threatened against or affecting CNU, and Buyer nor, to the Knowledge of CNU and Buyer, is there any basis for any of the same, and there are no lawsuits, suits or proceedings pending in which CNU, Buyer or Buyer, LLC is the plaintiff or claimant; and

A-30

---

Table of Contents

	(a) As of the date of this Agreement, each of CNU, Buyer and all of its other subsidiaries and affiliates, to the extent applicable, as required, is (i) certified for participation or enrollment in the Medicare programs; (ii) has a current and valid provider contract with the Medicare programs; and (iii) is in substantial compliance with the conditions of participation of those programs. Except as otherwise set forth in the CNU SEC Documents or Schedule 6.10, none of such parties has received notice from the regulatory authorities which enforce the statutory or regulatory provisions in respect of either the Medicare program of any pending or threatened investigations, and to CNU’s and Buyer’s Knowledge, no investigations or surveys are pending or threatened. None of such parties is a party to, or the beneficiary of, any agreement, contract, understanding or business venture with any provider or referral source which violates the Medicare/ Medicaid Fraud and Abuse amendments or any regulations thereunder adopted by the U.S. Department of Health and Human Services or any regulations adopted by any other federal or state agency.
	(b) Neither of CNU, Buyer, its other subsidiaries and affiliates, nor, to the Knowledge of CNU, any physician or other health care professional employee of their business has engaged in any activities which are prohibited under 42 U.S.C. § 1320a-7b, or the regulations promulgated thereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including the following: (i) knowingly and willfully making or causing to be made a false statement or representation of a fact in any application for any benefit or payment; (ii) knowingly and willfully making or causing to be made any false statement or representation of a fact for use in determining rights to any benefit or payment; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with intent to fraudulently secure such benefit or payment; and (iv) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay or receive such remuneration: (A) in return for referring an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare; or (B) in return for purchasing, leasing, or ordering or arranging for or recommending purchasing, leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare. CNU and Buyer have at all times complied with the applicable Requirements of Law which prohibit physicians who have an ownership, investment or beneficial interest in certain health care facilities from referring patients to such facilities for the provisions of designated and other health services. Each of CNU, Buyer and all of its other subsidiaries and affiliates, as may be applicable, has filed all reports required to be filed pursuant to any applicable Requirement of Law regarding compensation arrangements and financial relationships between a physician and an entity to which the physician refers patients.

A-31

---

Table of Contents

(a) In furtherance of the sale of the Purchased Assets and the Business to Buyer and CNU hereunder by virtue of the transactions contemplated hereby and more effectively to protect the value and goodwill of the Purchased Assets and the Business so sold, each Seller and each Owner covenants and agrees that, for a period ending on the fifth anniversary of the Closing Date, neither such Seller or such Owner nor any of their respective Affiliates will:

	(i) directly or indirectly anywhere in West Palm Beach, Broward, Miami-Dade, Hillsborough or Pinellas County, Florida, (whether as principal, agent, consultant, independent contractor, partner or otherwise) own, manage, operate, control, participate in, perform services for, or otherwise carry on, a business the same as the Business or competitive with CNU’s business of providing primary health care services and physician practice management services or competitive with any other line of business that CNU may engage in or pursue at any time that any Owner is either employed by or serving on the Board of Directors of CNU (it being understood by the parties hereto that the Business is not limited to any particular region of the aforementioned counties and that such business may be engaged in effectively from any location in any of such counties), other than on behalf of or for the benefit of Buyer or CNU;
	(ii) induce or attempt to persuade any employee, consultant, agent or customer of any Seller to terminate such employment, consulting, agency or business relationship in order to enter into any such relationship on behalf of any other business organization in competition with the Business;
	(iii) conduct business under or own any interest in any Person the name of which includes or which does business under the name “Miami Dade Health Centers” or any derivation thereof; or

provided, however, that (A) nothing set forth in this Section 7.1 shall prohibit any Seller or any Owner or their respective Affiliates from owning not in excess of 5% in the aggregate of any class of capital stock of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the NASDAQ national market and (B) no Owner shall be responsible for any breach of this Section 7.1 by any other Owner. In addition, each Seller and each Owner covenants and agrees that it will not, and will not permit any of its Affiliates to, divulge or make use of any trade secrets or other confidential information of the Business other than to disclose such secrets and information to Buyer or CNU, (ii) as otherwise required by any Requirement of Law or judicial process; provided that, to the extent reasonably practicable the affected Sellers or Owners shall first provide CNU with notice of such Requirement of Law or judicial process and an opportunity to seek a protective order maintaining the confidentiality of such information, or (iii) in connection with professional services rendered to the Sellers or Owners provided the recipient of such information has a bona fide need to know such information in connection with such professional services and is bound to a duty of confidentiality with respect to disclosure of such information.

(b) If any Seller or any Owner or any Affiliate of any Seller or such Owner violates any of its obligations under this Section 7.1, Buyer and CNU may each proceed against it in law or in equity for such damages or other relief as a court may deem appropriate. Each Seller and each Owner acknowledges that a violation of this Section 7.1 may cause Buyer and CNU irreparable harm which may not be adequately compensated for by money damages. Each Seller and each Owner therefore agrees that in the event of any actual or threatened violation of this Section 7.1, Buyer and CNU shall be entitled, in addition to other remedies that either of them may have, to a temporary restraining order and to preliminary and final injunctive relief against such Seller or such Owner or such Affiliate of such Seller or such Owner to prevent any violations of this Section 7.1, without the necessity of posting a bond. The prevailing party in any action commenced under this Section 7.1 shall also be entitled to receive reasonable attorneys’ fees and court costs. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section 7.1, any term,

A-32

---

Table of Contents

	restriction, covenant or promise in this Section 7.1is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency to the maximum extent permitted by applicable Requirements of Law.
	(c) Without limiting the generality of Section 7.1(a), the parties acknowledge (i) that nothing contained herein is intended to prevent Dr. Luis Cruz from personally practicing medicine anywhere in the State of Florida in a manner that does not violate Section 7.1(a) and (ii) that none of the activities described on Schedule 7.1(c) shall be deemed to violate Section 7.1(a).

	(a) Sellers and the Owners shall be liable for and pay, and shall indemnify Buyer and CNU against, (i) all Income Taxes (whether assessed or unassessed) applicable to the Business, the Purchased Assets and the Assumed Liabilities, in each case attributable to taxable years or periods ending on and including or prior to the Closing Date, (ii) with respect to any Straddle Period, all Income Taxes applicable to the Business for the portion of such Straddle Period ending on and including the Closing Date and (iii) any Tax applicable to the Business payable by Sellers or Owners by reason of the transactions contemplated by this Agreement; provided, that Sellers and Owners shall not be liable to any Income Taxes for which CNU or Buyer are liable under this Agreement. Buyer and CNU shall be liable for and shall pay and shall indemnify each Seller and each Owner against all Income Taxes (whether assessed or unassessed) applicable to the Business, the Purchased Assets and the Assumed Liabilities that are attributable to taxable years or periods beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; provided, that Buyer and CNU shall not be liable for any Income Taxes for which any Seller or any Owner is liable under this Agreement. For purposes of this Section 7.2, any Straddle Period shall be treated on a “closing of the books” basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date. Buyer and CNU shall assume and shall discharge and pay when due all Taxes other than Income Taxes payable after the Closing Date.
	(b) Notwithstanding Section 7.2(a), any sales Tax, use Tax, real property transfer Tax, documentary stamp Tax or similar Tax attributable to the sale or transfer of the Business, the Purchased Assets or the Assumed Liabilities shall be paid one-half by Sellers and one-half by Buyer. Buyer and Sellers each agree to timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns with respect to, such Taxes.
	(c) Sellers or Buyer, as the case may be, shall provide reimbursement for any Tax paid by one party all or a portion of which is the responsibility of the other party in accordance with the terms of this Section 7.2. Within a reasonable time prior to the payment of any said Tax, the party paying such Tax shall give notice to the other party of the Tax payable and the portion which is the liability of each party, although failure to do so will not relieve the other party from its liability hereunder.
	(d) After the Closing Date, each Seller and each Owner and CNU shall (and cause their respective Affiliates to):

	(i) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing;
	(ii) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Business or the Purchased Assets;
	(iii) make available to the other and to any taxing authority as reasonably requested all information, records, and documents relating to Taxes of the Business or the Purchased Assets;
	(iv) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments relating to Taxes of the Business or the Purchased Assets for taxable periods for which the other may have a liability under this Section 7.2; and

A-33

---

Table of Contents

	(v) furnish the other with copies of all correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any such taxable period.

	(e) Notwithstanding anything to the contrary in this Agreement, the obligations of the parties set forth in this Section 7.2 shall be unconditional and absolute and shall remain in effect without limitation as to time.
	7.3. Discharge of Business Liabilities.
	(a) Retain and each Owner covenants and agrees that, from and after the Closing, it will pay and discharge as and when due (except as disputed in good faith), and hold Buyer, Buyer LLC, Sellers and CNU harmless from, each and every liability and obligation of Sellers arising from events occurring on or prior to the Closing Date, excepting only the Assumed Liabilities; it being understood and agreed that Buyer is assuming no liabilities or obligations of Sellers other than the Assumed Liabilities.
	(b) CNU and Buyer covenant and agree that, from and after the Closing, they will pay and discharge as and when due (except as disputed in good faith), and hold Retain and Owners harmless from, each and every liability and obligation of CNU or Buyer arising from (i) the Assumed Liabilities and (ii) the operation of the Business from and after the Closing, except, in the case of clause (ii) above, to the extent of any Loss or Expense arising as a result of any action or omission of any Owner after the Closing Date that constitutes gross negligence or willful misconduct on the part of such Owner.

	(a) CNU shall hire all employees of the Business at time of Closing. Effective as of the Closing Date, the employment by the Sellers of the employees of the Business shall terminate, and each such employee shall be offered employment at will by CNU at a salary or hourly rate not less than that indicated on Schedule 5.18(j); provided that any physician employed by the Business shall be offered employment upon the terms and conditions of such employee’s Physician Employment Agreement at a salary not less than that reflected on Schedule 5.18(j). The Sellers and the Owners shall cooperate with CNU in the orderly transfer of the employees of the Business to CNU. Notwithstanding anything set forth herein to the contrary, (i) nothing in this Agreement shall create any obligation on the part of the CNU to continue the employment of any employee for any period following the Closing Date and (ii) nothing in this Agreement shall preclude CNU from altering, amending or terminating any of its employee benefit plans, or the participation of any of its employees in such plans, at any time; provided however, that CNU shall be liable for any expenses, penalties, fines or other obligations of Sellers or Owners pursuant to the WARN Act for CNU’s or Buyers termination of any such employee after the Closing Date.
	(b) To the extent permitted by the applicable insurance contracts or plans, all employees who become employees of CNU (the “Transferring Employees”) and their eligible dependents shall be covered by CNU’s medical, prescription drug, dental, vision, flexible spending (with respect to medical and/or dependent care expenses), life and accidental death and dismemberment plans on the Closing Date.
	(c) With respect to each Transferring Employee, Sellers shall retain the obligation and liability for any workers’ compensation or similar workers’ protection claims with respect to any such individual, which are the result of an injury or illness originating prior to the Closing Date, regardless of whether such claim is asserted prior to, on or after the Closing Date. Neither Buyer nor CNU shall assume or be obligated to pay, perform or discharge any liability or obligation under any employee benefit plan of Sellers or their Affiliates.
	(d) Sellers shall transfer to CNU on the Closing Date complete copies of the personnel records of Transferring Employees.
	(e) Neither Buyer nor CNU shall have any liabilities: (i) related to the employees of Sellers who do not become Transferring Employees through no fault of CNU or Buyer; or (ii) related to Transferring Employees to the extent such liability arises from any action, event or course of conduct of Sellers on or

A-34

---

Table of Contents

	prior to the Closing Date, regardless of whether such liability is asserted prior to, on or after the Closing Date;
	(f) CNU and Buyer shall be responsible for satisfying “continuation coverage” requirements for all “group health plans” under Section 4980B of the Code, Part 6 of Title I of ERISA and comparable state law with respect to each employee of Sellers who does not become a Transferring Employee (and any spouse, dependents or beneficiary of such employee) and with respect to each former employee of Sellers whose employment terminated before the Closing Date and any spouse, dependents or beneficiary of such former employee (each such person entitled to “continuation coverage”, a “COBRA Beneficiary”). To satisfy this obligation, CNU and Buyer shall use commercially reasonable efforts to continue to maintain in effect all “group health plans” that are in effect immediately prior to the Closing Date until such time as all rights to “continuation coverage” for all COBRA Beneficiaries have ended under all applicable laws.
	(g) CNU and Buyer will treat an individual’s employment as an employee of a Seller the same as employment as an employee by CNU or Buyer for purposes of satisfying any service requirement to participate in any CNU or Buyer benefit arrangement and to determine the extent to which a benefit earned under such a plan is non-forfeitable if such individual is employed as an employee by a Seller at the Closing Date.
	(h) After the Closing and immediately prior to the execution of the Second Instrument of Assumption, Sellers will terminate all Sellers’ Non-ERISA Plans and Sellers’ ERISA Plans.

A-35

---

Table of Contents

	(a) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from any Seller to any Owner or to any of their Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Sellers after the Balance Sheet Date, except for personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrances and except for the Excluded Assets; provided that no such, sale, lease, transfer, disposition, mortgage, pledge, or Encumberance of Excluded Assets could reasonably be expected to: (i) create or result in any liability or obligation of any Buyer Group Member or any liability or obligation that would be an Assumed Liability, (ii) cause any representation or warranty of Sellers and the Owners set forth herein to be untrue or incorrect, (iii) violate the terms of any covenant or obligation of Sellers or Owners hereunder, or (iv) cause any of the conditions to the Closing not to be satisfied;
	(b) cancel any debts owed to or claims held by such Seller (including the settlement of any claims or litigation) other than in the ordinary course of the Business consistent with past practice;
	(c) create, incur, assume or guarantee any indebtedness for borrowed money or entered into, as lessee, any capitalized lease obligations (as defined by generally accepted accounting principles) other than in the ordinary course of business consistent with past practices but in no event in an amount greater than $100,000 whether individually or in the aggregate;
	(d) accelerate or delay collection of Receivables generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice;
	(e) delay or accelerate payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice;
	(f) except for distributions to Owners of any and all cash reflected on Sellers’ books and records as owned by Sellers from time to time prior to the Closing Date, make any payment of cash or distribution of assets to any Owner or any of their Affiliates, other than in the ordinary course of the Business consistent with past practice; and other than the sale, distribution, transfer or otherwise dealing with the Excluded Assets as the Owners determine from time to time and at any time in their sole and absolute discretion; provided that no such sale, distribution, transfer or dealing could reasonably be expected to: (i) create or result in any liability or obligation of any Buyer Group Member or any liability or obligation that would be an Assumed Liability, (ii) cause any representation or warranty of Sellers and the Owners set forth herein to be untrue or incorrect, (iii) violate the terms of any covenant or obligation of Sellers or Owners hereunder, or (iv) cause any of the conditions to the Closing not to be satisfied;
	(g) institute or agree to institute any increase in any compensation payable to any employee of such Seller or in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to employees of such Seller, other than in the ordinary course of the Business consistent with past practice and in an amount not to exceed $10,000;
	(h) prepare or filed any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods which would have the effect of deferring income to periods for which Buyer is liable

A-36

---

Table of Contents

	pursuant to Section 7.2(a) or accelerating deductions to periods for which Seller is liable pursuant to Section 7.2(a));
	(i) make any material change in the accounting principles and practices used by Sellers from those applied in the preparation of the Balance Sheet and the related statements of income and cash flow for the period then ended;
	(j) enter into any agreement that would be a Seller Agreement if it existed on the date of this Agreement or amend any Seller Agreement;
	(k) commence any litigation other than (1) for the routine collection of bills, or (2) in such cases where such Seller in good faith determines that failure to commence suit could result in the material impairment of a valuable aspect of the Business;
	(l) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of capital stock of such Seller;

provided however, that nothing herein shall prevent the sale, distribution, transfer or otherwise dealing with the Excluded Assets as the Owners determine from time to time and at any time in their sole and absolute discretion ; provided that no such sale, distribution, transfer or dealing could reasonably be expected to: (i) create or result in any liability or obligation of any Buyer Group Member or any liability or obligation that would be an Assumed Liability, (ii) cause any representation or warranty of Sellers and the Owners set forth herein to be untrue or incorrect, (iii) violate the terms of any covenant or obligation of Sellers or Owners hereunder, or (iv) cause any of the conditions to the Closing not to be satisfied.

	(m) redeem, repurchase or otherwise acquire, directly or indirectly, recapitalize or reclassify any shares of its capital stock;
	(n) issue, deliver or sell or authorize or propose the issuance, delivery or sale of, any shares of its capital stock of any class or securities convertible into, or subscriptions, rights, warrants or options to acquire, or enter into other agreements or commitments of any character obligating it to issue any such shares or other convertible securities;
	(o) cause, permit or propose any amendments to its Articles of Incorporation or bylaws;
	(p) make any capital expenditure involving more than $25,000;
	(q) take any action or omit to do any action which could reasonably be expected to cause any of the conditions to the Closing, not to be satisfied; or
	(r) agree to do any of the foregoing.

A-37

---

Table of Contents

A-38

---

Table of Contents

A-39

---

Table of Contents

	(a) any breach by any Seller or any Owner of any of the covenants in thisAgreement or in any Seller Ancillary Agreement;
	(b) any failure of any Seller or any Owner to perform any of the obligations in this Agreement or in any Seller Ancillary Agreement;
	(c) any breach of any warranty or the inaccuracy of any representation of any Seller or any Owner contained in this Agreement or any Seller Ancillary Agreement or any certificate delivered by or on behalf of any Seller or any Owner pursuant hereto;
	(d) the failure of any Seller to perform any Excluded Liability.

	(a) any breach by Buyer or CNU of any of its covenants or agreements in this Agreement or in any Buyer Ancillary Agreement;
	(b) any failure by Buyer or CNU to perform any of its obligations in this Agreement or in any Buyer Ancillary Agreement;
	(c) any breach of any warranty or the inaccuracy of any representation of Buyer or CNU contained in this Agreement or in any Buyer Ancillary Agreement or in any certificate delivered by or on behalf of Buyer pursuant hereto; or
	(d) the failure of Buyer to perform any Assumed Liability.

A-40

---

Table of Contents

	(a) Subject to Section 8.4(b), the Indemnitor shall have the right to conduct and control, through counsel reasonably satisfactory to the Indemnified Party, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnitor hereunder, and in any such case the Indemnified Party shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnitor in connection therewith; provided, that the Indemnified Party may participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit as to which the Indemnitor has so elected to conduct and control the defense thereof; and provided, further, that the Indemnitor shall not, without the written consent of the Indemnified Party (which written consent shall not be unreasonably withheld or delayed), pay, compromise or settle any such claim, action or suit, unless such settlement involves only the payment of money damages, includes a complete and unconditional release of the Indemnified Party and does not provide for any action or affirmative refraining from any action on the part of the Indemnified Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay, settle or compromise any such claim, action or suit with respect to itself and its Affiliates without such consent, provided that in such event the Indemnified Party shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld. The Indemnified Party shall not be entitled to assume the defense or settlement of any third Person claim for which an Indemnified Party has indicated it intends to seek indemnity hereunder unless the Indemnitor and the Indemnified Party agree that the Indemnified Party shall so assume the defense or settlement, or unless the Indemnitor fails to actually assume the defense of the third Person claim.
	(b) If any third Person claim, action or suit against any Indemnified Party where Sellers and Owners are the Indemnitors, could have a Material Adverse Effect on the Business or the Purchased Assets, then the Indemnified Party shall have the right to conduct and control, through counsel reasonably satisfactory to the Indemnitor, the defense, compromise or settlement of any such third Person claim, action or suit against such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnitor hereunder and in any such case the Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Party in connection therewith; provided, that the Indemnitor may participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit as to which the Indemnified Party has so elected to conduct and control the defense thereof. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay, settle or compromise any such claim, action or suit with respect to itself and its Affiliates, provided that in such event the Indemnified Party shall waive any right to indemnity therefor hereunder unless the Indemnified Party shall have sought the consent of the Indemnitor to such payment, settlement or compromise and such consent was unreasonably withheld, in which event no claim for indemnity therefor hereunder shall be waived.

A-41

---

Table of Contents

	(i) Sellers and the Owners shall be required to indemnify and hold harmless under Section 8.1(c) with respect to Loss and Expense incurred by Buyer Group Members (other than Loss and Expense incurred as a result of inaccuracies of the representations and warranties contained in Sections 5.1, 5.2, 5.3, 5.7, 5.17 and 5.27 (the “Sellers Excluded Representations”), as to which this subsection (i) shall have no effect) only if the aggregate amount of such Loss and Expense exceeds $500,000; and then only to the extent such Loss and Expense exceeds $500,000. Notwithstanding anything to the contrary contained in this Section 8.1 or elsewhere in this Agreement, the parties agree that (A) the maximum aggregate liability of all Owners for any claims under Section 8.1(c)(other than Loss and Expense incurred as a result of inaccuracies of Seller Excluded Representations) shall not exceed one-half of the amount of the Purchase Price, and (B) the maximum aggregate liability of each Owner for any claims under Section 8.1(c) (other than Loss and Expense incurred as a result of inaccuracies of Seller Excluded Representations) shall not exceed one-sixth of the amount of the Purchase Price.
	(ii) The amount of any Loss or Expense for which indemnification is provided by Sellers or any Owner under this Article VIII shall be net of any specific reserve attributable to the subject matter of the related claim, as reflected on the portion of the work papers to the Balance Sheet. In addition, to the extent any Loss or Expense arises in respect of a breach of any representation and warranty as to Real Estate, such Loss or Expense shall be reduced, dollar for dollar, by the amount of coverage paid to Buyer or any of its Affiliate under any title insurance policy in respect of such Loss or Expense.
	(iii) the indemnification provided for in Section 8.1(c) shall terminate eighteen (18) months after the Closing Date (and no claims shall be made by any Buyer Group Member under Section 8.1(c) thereafter), except that the indemnification by Sellers and the Owners shall continue as to: (A) the Seller Excluded Representations, which shall terminate 30 days after the expiration of the applicable statute of limitations and (B) any Loss or Expense of which any Buyer Group Member has notified Sellers or the Owners in accordance with the requirements of Section 8.3on or prior to the date such indemnification would otherwise terminate in accordance with this Section 8.5, as to which the obligation of Sellers and the Owners shall continue until the liability of Sellers and the Owners shall have been determined pursuant to this Article VIII, and Seller and the Owners shall have reimbursed all Buyer Group Members for the full amount of any such Loss and Expense determined to be payable to such Buyer Group Members in accordance with this Article VIII.

A-42

---

Table of Contents

	(a) by mutual written consent of the CNU and Sellers;
	(b) by CNU or Sellers:

	(1) if there shall be any Requirement of Law enacted, promulgated or issued and applicable to the transactions contemplated by this Agreement by any Governmental Entity which would make consummation of the transactions contemplated by this Agreement illegal; or

A-43

---

Table of Contents

	(2) if the Closing shall not have been consummated by the later of (A) October 31, 2006, (B) the last Business Day of the calendar month that includes the day that is 150 days after the date on which the Sellers deliver to CNU copies of the audited financial statements of Sellers for the year ended December 31, 2005, and (C) the last Business Day of the calendar month that includes the day that is ninety (90) days after the date on which the Sellers deliver to CNU all unaudited interim financial statements of Sellers for any period since December 31, 2005 that are required to be included in the Proxy Statement; provided, however, that the right to terminate this Agreement under this Section 9.4(b)(2) shall not be available to: (i) any party whose failure, or whose Affiliate’s failure, to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date or (ii) any Owner if such Owner or any other Owner shall have failed to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date.
	(3) if CNU’s shareholders do not approve the issuance of the CNU Shares pursuant to this Agreement at the Shareholders’ Meeting; or
	(4) if any Governmental Body shall have issued an order, decree or ruling or taken any other action (which order, decree, ruling or other action the parties hereto shall use their reasonable efforts to lift), which permanently restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and non-appealable.

	(c) by CNU:

	(1) any Seller or any Owner shall have breached in any material respect any representation, warranty, covenant or other agreement contained in this Agreement (other than Section 7.13), which breach (A) cannot be or has not been cured, in all material respects, within twenty (20) business days after the giving of written notice to Sellers or (B) would result in the failure to satisfy a condition set forth in Sections 4.5 or 4.6;
	(2) if any Seller or any Owner (or any of these Affiliates) shall breach Section 7.13;
	(3) if the Auditor shall not render an unqualified opinion or the Seller Financial Statements or shall require any material adjustments to the Seller Financial Statements from the form previously provided to CNU and Buyer in order to render an unqualified opinion thereon; or
	(4) if the Adjusted EBITDA is not at least $6,000,000.

	(d) by Sellers:

	(1) if CNU or Buyer shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which breach (A) cannot be or has not been cured, in all material respects, within twenty (20) business days after the giving of written notice to CNU, or (B) would result in the failure to satisfy a condition set forth in Sections 4.5 or 4.7 or;
	(2) if any of the Voting Agreements shall be terminated;
	(3) if the Board of Directors of CNU shall withhold or withdraw its recommendation of the issuance of the CNU Shares pursuant to this Agreement or modify its recommendation of the issuance of the CNU shares pursuant to this Agreement in a manner adverse to Sellers or Owners; or
	(4) if since the date of this Agreement, there has been a change in the Code, final or temporary Treasury Regulations promulgated under Code Section 368, published pronouncements of the Internal Revenue Service having the same force and effect as final or temporary Treasury Regulations promulgated under Code Section 368, case law applying Code Section 368, or other relevant binding legal authority relating to Code Section 368 (collectively “Change in Tax Law”), that (i) would apply to a transaction consummated subsequent to such Change in Tax Law notwithstanding the existence of a binding written agreement with respect to such transaction, and

A-44

---

Table of Contents

	(ii) would reasonably be expected to result in (A) the imposition of tax on gain realized with respect to the CNU Shares issued hereunder, or (B) a material increase in the tax liability of the Owners or Sellers resulting from the transactions contemplated herein as compared to the tax liability that would have arisen in the absence of such Change in Tax Law.

(e) In the event of a valid termination of this Agreement pursuant to this Section 9.4, this Agreement shall become void and of no further force and effect, and there shall be no liability or obligation on the part of CNU, Buyer, any Seller or any Owner or any of their respective officers or directors or Affiliates under this Agreement except as set forth in (1) the provisions of Section 9.2 relating to the obligations of the parties to keep confidential and not to use certain information obtained from the other party, (2) the provisions of Sections 6.15 and Article 9, or (3) any liability a terminating party may suffer as a result of another’s willful or intentional breach of this Agreement.

	If to Buyer or CNU, to:

	Continucare Corporation
	7200 Corporate Center Drive, Suite 600
	Miami, FL 33126
	Attention: Chief Executive Officer
	Fax: (305) 500-2104

	with a copy (which shall not constitute notice), to:

	Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
	150 West Flagler Street, Suite 2200
	Miami, FL 33130
	Attention: Geoffrey MacDonald, Esq.
	Fax: (305) 789-3395

	If to any Seller or any Member, to:

	Miami Dade Health Centers, Inc.
	3233 Palm Avenue
	4th Floor
	Hialeah, FL 33012
	Attention: Jose M. Garcia, CEO
	Fax: 305-642-3142

	with a copy (which shall not constitute notice), to:

	Sandra Greenblatt, P.A.
	One Biscayne Tower, Suite 3500
	2 South Biscayne Boulevard
	Miami, FL 33131
	Attention: Sandra P. Greenblatt, Esq.
	Fax: (305) 577-9951

A-45

---

Table of Contents

A-46

---

Table of Contents

(a) Jose M. Garcia is hereby constituted and appointed as agent for and on behalf of the Sellers and the Owners (the “Sellers’ Representative”) to give and receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing. Such agency may be changed b a unanimous vote of the Owners upon not less that ten Business Days’ prior

A-47

---

Table of Contents

	written notice to CNU. In the event of the death or disability (for more than 40 days) of the Sellers’ Representative or his resignation as Sellers’ Representative and until a successor Sellers’ Representative shall be appointed as provided above, Carlos Garcia shall act as the Sellers’ Representative pending the appointment of the successor Sellers’ Representative. No bond shall be required of the Sellers’ Representative and the Sellers’ Representative shall receive no compensation for his/her services. Notices or communications to or from the Sellers’ Representative shall constitute notice to or from each of the Sellers and each of the Owners. In connection with this Agreement, any Seller Ancillary Agreement, and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, the Sellers’ Representative shall incur no responsibility whatsoever to any Seller or any Owner by reason of any error in judgment or other act or omission performed or omitted hereunder or thereunder or any other agreement, instrument or document, excepting the only responsibility for any act or failure to act which represents fraud, willful misconduct, or gross negligence. The Sellers’ Representative shall be indemnified, jointly and severally, by the Sellers and the Owners against all Losses of any nature whatsoever, arising out of or in connection with any claim or proceeding relating to the acts or omissions of the Sellers’ Representative in his capacity as such hereunder or pursuant to any Seller Ancillary Agreement.
	(b) A decision, act, consent or instruction of the Sellers’ Representative shall constitute a decision of all Sellers and all Owners and shall be final, binding and conclusive upon each such Seller an each such Owner, and CNU and Buyer may rely upon any such decision, act consent, or instruction of the Sellers’ Representative as being the decision, act, consent or instruction of each Seller and each Owner. CNU and Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Sellers’ Representative.

A-48

---

Table of Contents

	CONTINUCARE CORPORATION
	By: /s/ Richard C. Pfenniger, Jr.
	Name: Richard C. Pfenniger, Jr.
	Its: Chief Executive Officer
	CNU BLUE 1, INC.
	By: /s/ Richard C. Pfenniger, Jr.
	Name: Richard C. Pfenniger, Jr.
	Its: President
	CNU BLUE 2, LLC
	By: /s/ Richard C. Pfenniger, Jr.
	Name: Richard C. Pfenniger, Jr.
	Its: Manager
	MIAMI DADE HEALTH AND REHABILITATION SERVICES, INC
	By: /s/ Jose Garcia
	Name: Jose Garcia
	Its: President
	MIAMI DADE HEALTH CENTERS, INC.
	By: /s/ Jose Garcia
	Name: Jose Garcia
	Its: President
	WEST GABLES OPEN MRI SERVICES, INC.
	By: /s/ Jose Garcia
	Name: Jose Garcia
	Its: President

A-49

---

Table of Contents

	KENT MANAGEMENT SYSTEMS, INC.
	By: /s/ Jose Garcia
	Name: Jose Garcia
	Its: President
	MIAMI DADE, HEALTH CENTERS ONE, INC.
	By: /s/ Jose Garcia
	Name: Jose Garcia
	Its: President
	PELU PROPERTIES, INC.
	By: /s/ Luis Cruz
	Name: Luis Cruz
	Its: President
	PELUCA INVESTMENTS, LLC
	By: /s/ Luis Cruz
	Name: Luis Cruz
	Its: Manager
	MDHC RED, INC.
	By: /s/ Jose Garcia
	Name: Jose Garcia
	Its: President
	/s/ Jose M. Garcia
	Jose M. Garcia
	/s/ Carlos Garcia
	Carlos Garcia

A-50

---

Table of Contents

	/s/ Luis Cruz
	Luis Cruz
	LUIS CRUZ CHILDREN’S IRREVOCABLE
	TRUST A
	By: /s/ Luis Cruz
	Name: Luis Cruz
	Trustee
	LUIS CRUZ CHILDREN’S IRREVOCABLE
	TRUST B
	By: /s/ Luis Cruz
	Name: Luis Cruz
	Trustee
	LUIS CRUZ CHILDREN’S IRREVOCABLE
	TRUST C
	By: /s/ Luis Cruz
	Name: Luis Cruz
	Trustee
	LUIS CRUZ CHILDREN’S IRREVOCABLE
	TRUST D
	By: /s/ Luis Cruz
	Name: Luis Cruz
	Trustee

A-51

---

Table of Contents

	1. MERGER. The Constituent Entities and the Surviving Entity agree that the Constituent Entities shall be merged into Acquisition, as a single and surviving entity upon the terms and conditions set forth in this Agreement and that Acquisition, shall continue under the laws of the State of Florida as the surviving entity.
	2. EFFECTIVE DATE OF MERGER. The Merger shall be effective at 12:00 a.m. on                      , 2006 or the Merger shall become effective upon the acceptance and filing of the Articles of Merger with the Secretary of State of the State of Florida (the “Effective Date”).
	3. SURVIVING ENTITY. On and after the Effective Date of the Merger:

	a. Acquisition shall be the surviving entity, and shall continue to exist as a limited liability company under the laws of the State of Florida, with all of the rights and obligations of such Surviving Entity as are provided by the Florida Limited Liability Company Act. Immediately

A-52

---

Table of Contents

	following the Merger, Acquisition shall be wholly owned by Buyer and Buyer shall be wholly-owned by CNU.
	b. The Constituent Entities shall cease to exist, and their respective property shall become the property of the Acquisition as the surviving entity.
	c. The Surviving Entity shall remain a member managed limited liability company. The name and address of the sole member of Acquisition is:

CNU Blue 1, Inc.		7200 Corporate Center Drive Suite 600 Miami, Florida 33126

	4. TERMS AND CONDITIONS OF THE MERGER. The terms and conditions of the Merger are as follows:

	a. Operating Agreement. The Operating Agreement of the Surviving Entity shall continue on and after the Effective Date as the Operating Agreement of the Surviving Entity.

	5. MANNER AND BASIS OF CONVERTING SHARES AND MEMBERSHIP INTERESTS OF THE CONSTITUENT ENTITIES. The issued and outstanding shares and rights to acquire shares of each of the respective merging corporations and the membership interests of each of the respective merging limited liability companies shall be converted as follows:

	a. Each and every share of the common stock of MDHRS and each right to acquire shares of common stock or other securities of MDHRS shall be canceled and no longer be issued or outstanding, and no membership interests in the Surviving Entity will be issued in respect thereof.
	b. Each and every share of the common stock of MDHC and each right to acquire shares of common stock or other securities of MDHC shall be canceled and no longer be issued or outstanding, and no membership interests in the Surviving Entity will be issued in respect thereof.
	c. Each and every share of the common stock of West Dade and each right to acquire shares of common stock or other securities of West Dade shall be canceled and no longer be issued or outstanding, and no membership interests in the Surviving Entity will be issued in respect thereof.
	d. Each and every share of the common stock of Kent and each right to acquire shares of common stock or other securities of Kent shall be canceled and no longer be issued or outstanding, and no membership interests in the Surviving Entity will be issued in respect thereof.
	e. Each and every share of the common stock of MDHC One and each right to acquire shares of common stock or other securities of MDHC One shall be canceled and no longer be issued or outstanding, and no membership interests in the Surviving Entity will be issued in respect thereof.
	g. The Buyer, as the sole member of Acquisition immediately following the Merger, shall remain the sole member of the Surviving Entity.

	6. APPROVAL. The Merger contemplated by this Agreement has previously been submitted to and approved by the respective Board of Directors and Shareholder or Management Committee and Member, as the case may be of the Constituent Entities and the Surviving Entity. Subsequent to the execution of this Agreement by the duly authorized officers of the each of Constituent Entities and the Surviving Entity, such officers of the Constituent Entities and the Surviving Entity shall, and are hereby authorized and directed to, perform all such further acts and executed and deliver to the proper authorities for filing all documents, as the same may be necessary or proper to render effective the Merger contemplated by this Agreement.
	7. MISCELLANEOUS.

	a. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Florida.

A-53

---

Table of Contents

	b. Third Party Beneficiaries. The terms and conditions of this Agreement are solely for the benefit of the parties hereto and each of the shareholders of the merging corporations and the members of the merging limited liability companies, and no person not a party to this Agreement shall have any rights or benefits whatsoever under this Agreement, either as a third party beneficiary or otherwise.
	c. Complete Agreement. This Agreement constitutes the complete agreement between the parties and incorporates all prior agreements and representations in regard to the matters set forth herein and it may not be amended, changed or modified except by a writing signed by the party to be charged by said amendment, change or modification.

	CONTITUENT ENTITIES:
	MIAMI DADE HEALTH AND
	REHABILITATION SERVICES, INC.
	a Florida corporation
	By:
	Name:
	Title:
	MIAMI DADE HEALTH CENTERS, INC.,
	a Florida corporation
	By:
	Name:
	Title:
	WEST GABLES OPEN MRI SERVICES, INC.,
	a Florida corporation
	By:
	Name:
	Title:

A-54

---

Table of Contents

	KENT MANAGEMENT SYSTEMS, INC.,
	a Florida corporation
	By:
	Name:
	Title:
	MIAMI DADE HEALTH CENTERS ONE, INC.,
	a Florida corporation
	By:
	Name:
	Title:
	SURVIVING ENTITY:
	CNU BLUE 2, LLC,
	a Florida limited liability company
	By:
	Name:
	Title:

A-55

---

Table of Contents

	(a) Subject to Section 3(d), any Buyer Group Member shall be entitled to reimbursement from the Escrow Shares or from cash payments by some or all of the Owners, as applicable, at the sole option of the affected Owners, on account of any matter for which such Buyer Group Member is entitled to indemnification pursuant to Section 8.1 of the Purchase Agreement (any such matter being referred to as an “Indemnified Matter”).
	(b) In the event a Buyer Group Member asserts a claim for an Indemnified Matter for which such Buyer Group Member seeks reimbursement from the Escrow Shares, CNU shall deliver simultaneously to the Escrow Agent and to Sellers’ Representative a request (an “Escrow Shares Request”) executed by CNU stating that a Buyer Group Member has asserted a claim for indemnification, together with a description of such Indemnified Matter in reasonable detail, together with a good faith estimate of the amount of Loss and Expense incurred as a result of such Indemnified Matter, as such amount may be

A-56

---

Table of Contents

	limited by Section 8.5 of the Purchase Agreement (“Claimed Amount”). It is understood and agreed that the amount of any liability of any Owner to any Buyer Group Member shall only be as determined in accordance with Article VIII of the Purchase Agreement and that the Claimed Amount shall not: (i) be binding upon Owners or any Buyer Group Member, (ii) limit the liability of Owners to any Buyer Group Member, or (iii) be admissible as evidence in any proceeding between any Owner and any Buyer Group Member.
	(c) Upon receipt of an Escrow Shares Request, the Escrow Agent shall place a “hold” on and shall not disburse the number of Escrow Shares having a value, determined in accordance with Section 8.7 of the Purchase Agreement (measured as of the date of the Escrow Shares Request rather than the date of release), equal to the Claimed Amount (“Restricted Shares”). None of the Restricted Shares shall be disbursed until the amount of any liability of Owners to the Buyer Group Member has been finally determined in accordance with Article VIII of the Purchase Agreement for such Indemnified Matter. Upon a final determination of an Owner’s indemnification liability to a Buyer Group Member under the Purchase Agreement, CNU shall deliver simultaneously to the Escrow Agent and to Sellers’ Representative written evidence of such determination, including the final amount of reimbursement owed pursuant to Article VIII of the Purchase Agreement (“Indemnified Amount”), and a request for release of the number of Escrow Shares having a value, determined in accordance with Section 8.7 of the Purchase Agreement, equal to the Indemnified Amount to CNU or to such other Buyer Group Member as CNU shall otherwise direct (the “Distribution Notice”).
	(d) Unless Sellers’ Representative shall simultaneously advise CNU and the Escrow Agent in writing within fifteen (15) days after delivery of such Distribution Notice that the Owner(s) have satisfied all of their liability for the Indemnified Amount that is the subject of the Distribution Notice by means of a cash payment together with written evidence confirming such payment to the applicable Buyer Group Member, then the Escrow Agent shall immediately release to CNU, or to such other Buyer Group Member as CNU may otherwise direct, either (i) the number of Escrow Shares having a value, determined in accordance with Section 8.7 of the Purchase Agreement as of the date such shares are released, equal to the Indemnified Amount (the “Owed Escrow Shares”) or, (ii) only if the amount owed to the Buyer Group Member for such Indemnified Matter shall exceed the value of all remaining Escrow Shares, all remaining Escrow Shares, valued in accordance with Section 8.7 of the Purchase Agreement as of the date such shares are released, up to and not exceeding the Indemnified Amount and (iii) shall remove any “hold” which may remain on any remaining Restricted Shares.
	(e) If within fifteen (15) days after delivery of such Distribution Notice Sellers’ Representative simultaneously advises CNU and Escrow Agent in writing that Owners(s) have satisfied a portion of their liability for the Indemnified Amount with respect to the Indemnified Matter that is the subject of the Distribution Notice with a cash payment together with written evidence confirming such payment to the applicable Buyer Group Member, Escrow Agent shall release to CNU, or to such other Buyer Group Member as CNU may otherwise direct, (i) only the number of Owed Escrow Shares equal to the portion of such Indemnified Amount that Owner(s) did not satisfy in cash, or (ii) if the balance of the Indemnified Amount not paid in cash by Owner(s) shall exceed the value of all remaining Escrow Shares, all remaining Escrow Shares, valued in accordance with Section 8.7 of the Purchase Agreement as of the date such shares are released, up to and not exceeding the unpaid balance of the Indemnified Amount and (iii) shall remove any “hold” which may remain on any remaining Restricted Shares.
	(f) Subject to the terms and provisions of this Section 2, CNU and Sellers’ Representative agree to deliver joint written instructions to the Escrow Agent upon the date which is eighteen (18) months after the date of this Agreement (the “Escrow Shares Release Date”). Upon receipt of such joint instructions, the Escrow Agent shall disburse the then existing balance of the Escrow Shares to Owners. In the event, however, that the Escrow Agent has received, on or before such Escrow Shares Release Date, an Escrow Shares Request for an Indemnified Matter for which payment has not been made, the amount of Escrow Shares disbursed by the Escrow Agent on such Escrow Shares Release Date shall be reduced by the number of Restricted Shares, valued in accordance with Section 8.7 of the Purchase Agreement (measured as of the date of the Escrow Shares request rather than the date of release), required to satisfy

A-57

---

Table of Contents

all unsatisfied Escrow Shares Requests and the Escrow Agent shall continue to hold such Restricted Shares under the terms and conditions of this Agreement. In the event the Escrow Agent has received an Escrow Shares Request with respect to any Escrow Shares for which payment has not been made prior to the Escrow Shares Release Date, the provisions of this Section 2 shall continue to govern the release of such Escrow Shares. In the event of any disputes among the parties and/or the Escrow Agent, Section 3(d) shall apply with respect to the Restricted Shares so retained by the Escrow Agent.

	(a) The functions and duties of the Escrow Agent with respect to disbursements hereunder are those of an independent contractor and include only those set forth in this Agreement. The Escrow Agent is not entitled to act in any manner whatsoever except in accordance with the terms and conditions of this Agreement or pursuant to written instructions or demands given in accordance with such terms and conditions.
	(b) The Escrow Agent shall not be liable for any loss or damage resulting from the following:

	(i) Any default, error, action or omission of any other party.
	(ii) Subject to the final paragraph of Section 2 above, the expiration of any time limit or other delay, unless such time limit was known to the Escrow Agent and the resulting loss was solely caused by failure of the Escrow Agent to proceed in accordance herewith.
	(iii) Lack of authenticity, sufficiency and effectiveness of any documents delivered to it and lack of genuineness of any signature or authority of any person to sign any such document.
	(iv) Any loss or impairment of Shares or funds deposited in a federally or state insured account with a stock or trust company (other than the Escrow Agent or its affiliates), bank, savings bank, or savings association resulting from the failure, insolvency or suspension of such institution.
	(v) Compliance by the Escrow Agent with any and all legal process, writs, orders, judgments and decrees of any court whether issued with or without jurisdiction and whether or not subsequently vacated, modified, set aside or reversed.
	(vi) The Escrow Agent’s assertion or failure to assert any cause of action or defense in any judicial, administrative or other proceeding either in its own interest or in the interest of any other party or parties, provided the Escrow Agent shall have furnished timely written notice of such proceeding to the parties hereto.

	(c) The Escrow Agent shall have no duty to inquire into the authenticity of any written instructions or other documents delivered to it as required by this Agreement or to inquire as to the genuineness of any signature or authority of any person to issue such instructions or execute such other documents.
	(d) If there is any dispute regarding the disbursement of the Escrow Shares, the Escrow Agent shall continue to hold all Restricted Shares, including the amounts thereof in dispute, until directed to disburse the same in accordance with (i) the joint instructions of Sellers’ Representative and CNU, or (ii) a final judgment of a court of competent jurisdiction as contemplated by the Purchase Agreement. In lieu of the foregoing, the Escrow Agent may deposit the disputed Restricted Shares with a court of competent jurisdiction and commence an action of interpleader between the parties in dispute.
	(e) The Escrow Agent may resign and be discharged from its duties hereunder (but only to the extent such duties arise from and after the date such resignation becomes effective in accordance with the terms hereof) at any time by giving at least thirty (30) calendar days written notice of such resignation simultaneously to CNU and Sellers’ Representative, specifying a date upon which such resignation shall take effect; provided, however, that the Escrow Agent shall continue to serve until its successor accepts the Escrow Shares and assumes all responsibilities as escrow agent hereunder; provided, further, however, that the Escrow Agent shall remain obligated to perform any and all of its duties hereunder until the date such resignation becomes effective in accordance with the terms hereof. Upon receipt of such notice, a

A-58

---

Table of Contents

	successor escrow agent shall be jointly appointed by CNU, on the one hand, and Sellers’ Representative, on the other hand, such successor escrow agent to become the Escrow Agent hereunder on the later of the resignation date specified in such notice or the date specified by such successor escrow agent in the instrument of acceptance (which date shall not be more than sixty (60) calendar days after Escrow Agent gives notice of such proposed resignation in accordance with the terms hereof) . If an instrument of acceptance by a successor escrow agent shall not have been delivered to the resigning Escrow Agent within sixty (60) calendar days after the resigning Escrow Agent gives notice of such proposed resignation in accordance with the terms hereof, the resigning Escrow Agent may tender into the registry or custody of any court of competent jurisdiction all of the Escrow Shares and shall thereafter be relieved of its duties and obligations hereunder (but only to the extent such duties and obligations arise from and after the date of such tender in accordance with the terms hereof); provided, however, that the Escrow Agent shall remain obligated to perform any and all of its duties and obligations hereunder until the date of such tender in accordance with the terms hereof. CNU and Sellers’ Representative may at any time substitute a new Escrow Agent by giving thirty (30) calendar days written notice thereof to the existing Escrow Agent and paying all fees and expenses of such Escrow Agent incurred in accordance with this Agreement prior to the date of the substitution.
	(f) Indemnification. Each Seller and each Owner shall, jointly and severally, hold the Escrow Agent harmless from, and shall indemnify the Escrow Agent against, any loss, liability, expense (including reasonable attorneys’ fees and expenses), claim, cost, damage or demand (a “Loss”) arising out of or in connection with the performance of the Escrow Agent’s obligations in accordance with the provisions of this Escrow Agreement to the extent attributable to any act or omission of any Seller or any Owner, except for any Loss arising out of any violation of law or breach of this Agreement by, or the gross negligence or willful misconduct of, the Escrow Agent. CNU shall hold the Escrow Agent harmless from, and shall indemnify the Escrow Agent against, any Loss arising out of or in connection with the performance of the Escrow Agent’s obligations in accordance with the provisions of this Escrow Agreement to the extent attributable to any act or omission of CNU or Buyer, except for any Loss arising out of any violation of law or breach of this Agreement by, or the gross negligence or willful misconduct of, the Escrow Agent. CNU, Buyer, each Seller and each Owner, jointly and severally, shall hold the Escrow Agent harmless from, and indemnify the Escrow Agent against, any Loss arising out of or in connection with the performance of its obligations in accordance with the provisions of this Escrow Agreement and which are not attributable to any act or omission of CNU, Buyer, any Seller, or any Owner, except for any of the foregoing arising out of any violation of law or breach of this Agreement by, or the gross negligence or willful misconduct of, the Escrow Agent. The foregoing indemnities in this paragraph shall survive the resignation or substitution of the Escrow Agent or the termination of this Escrow Agreement.
	(g) Expenses of Escrow Agent. For its services hereunder, the Escrow Agent shall be entitled to a fee of $           per year, pro rated for any shorter period for which the Escrow Agent shall act hereunder. The first annual payment of $          shall be payable on the date hereof with each remaining payment, if applicable, payable each year thereafter (or portion thereof) on the anniversary date of the date hereof. No increase in the rate of any fee charged by the Escrow Agent shall be valid hereunder unless previously approved in writing by CNU, on the one hand, and Sellers’ Representative, on the other hand. Such fees shall be paid one-half by CNU and one-half by Sellers.

A-59

---

Table of Contents

	If to Buyer or CNU, to:

	Continucare Corporation
	7200 Corporate Center Drive, Suite 600
	Miami, FL 33126
	Attention: Chief Executive Officer
	Fax: (305) 500-2104

	with a copy (which shall not constitute notice), to:

	Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
	150 West Flagler Street, Suite 2200
	Miami, FL 33130
	Attention: Geoffrey MacDonald, Esq.
	Fax: (305) 789-3395

	If to any Seller or any Owner, to:

	Miami Dade Health Centers, Inc.
	3233 Palm Avenue
	4th Floor
	Hialeah, FL 33012
	Attention: Jose M. Garcia, CEO
	Fax: 305-642-3142

	with a copy (which shall not constitute notice), to:

	Sandra Greenblatt, P.A.
	One Biscayne Tower, Suite 3500
	2 South Biscayne Boulevard
	Miami, FL 33131
	Attention: Sandra Greenblatt, Esq.
	Fax: (305) 577-9951

	The Escrow Agent:

	American Stock Transfer & Trust Company
	6201 15th Avenue
	Brooklyn, NY 11219
	Attn: Herbert J. Lemmer
	General Counsel
	Fax: (718) 921-8336
	or at such other address for a party as shall be specified by like Notice. Any Notice which is sent in the manner provided herein shall be deemed to have been duly given to and received by the party to whom it is directed upon actual receipt by such party, except that any Notice sent by facsimile transmission shall be deemed to have been given and received upon confirmation of transmission; provided that Notice sent by facsimile is promptly followed by duplicate Notice to that same party sent by certified mail, return receipt requested, postage prepaid, or sent by recognized worldwide or nationwide courier (whichever is applicable) delivery overnight service with charges prepaid.

A-60

---

Table of Contents

	CONTINUCARE CORPORATION
	By:
	Name:
	Title:
	SELLERS’ REPRESENTATIVE
	By:
	Name:
	AMERICAN STOCK TRANSFER &
	TRUST COMPANY
	By:
	Name:
	Title:

A-61

---

Table of Contents

	CNU BLUE 1, INC.
	By:
	Name:
	Title:

A-62

---

Table of Contents

	3.1 Office and Duties. The Executive shall report to the Chief Executive Officer of the Company (the “Chief Executive Officer”). During the Term, the Executive shall serve as Executive Vice President of the Company with such duties, authority and responsibility as are commensurate with such position, subject to oversight and direction of the Chief Executive Officer. In exercising his duties and responsibilities hereunder, the Executive shall have all the power and authority necessary to fulfill and discharge his duties and responsibilities hereunder and shall abide by any lawful directions given by the Chief Executive Officer in good faith. Notwithstanding the foregoing, the Executive shall not, in connection with his employment hereunder, cause or permit the Company or any of its subsidiaries to enter into any agreement, commitment or arrangement with, or pay any fees or other amounts to any person not dealing at arm’s length with the Executive without first disclosing the nature of such relationship to the Chief Executive Officer and obtaining the prior written approval of the Chief Executive Officer to any such agreement, commitment, arrangement or payment. The Executive shall be responsible for such additional duties commensurate with his position not materially inconsistent with the foregoing as may be reasonably determined by the Chief Executive Officer from time to time.
	3.2 Best Efforts. During the Term, the Executive shall diligently and competently devote the Executive’s best efforts, full time and energies during business hours to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote the interests of the Company and otherwise to discharge his obligations under this Agreement.
	3.3 Location of Executive. The Executive shall perform the duties of his employment under this Agreement at the Company’s main business offices in Miami-Dade County, subject to travel from time to time to other areas as may be reasonably required or reasonably desirable in connection with the businesses, affairs and operations of the Company from time to time and the performance by the Executive of his duties, obligations and responsibilities under this Agreement; provided that subject to travel to other areas as hereinbefore specifically provided for in this Section 3.3, the Company shall have no right to require the Executive to re-locate outside of Miami-Dade County, Florida.

A-63

---

Table of Contents

	4.1 Annual Salary. During the Term, the Executive shall receive a base salary at the annual rate of $275,000 (“Base Salary”), payable in accordance with the Company’s normal payroll practices or at such other reasonable intervals as may from time to time be used by the Company for paying its employees generally.
	4.2 Bonus. The Executive shall be eligible to participate in the Company’s Management Compensation Program in accordance with the terms and conditions thereof; provided, however, that the Executive acknowledges that any amounts paid under the Company’s Management Compensation Program are determined in accordance with the terms of that program and that eligibility to participate in such program does not constitute a guarantee that Executive shall receive a bonus under such plan or a guarantee of the amount of any bonus that the Executive may receive thereunder.
	4.3 Employee Automobile. The Company shall permit the Executive to use the motor vehicle previously leased by Kent Management Systems, Inc. on behalf of the Executive prior to the date hereof, which lease (the “Auto Lease”) was assumed by the Company. It being understood that the Company shall have no obligation to continue to permit the Executive to use such motor vehicle or any other motor vehicle beyond the termination or expiration of the Term and the Auto Lease, whichever shall first terminate or expire.
	4.4 Options. The Executive shall receive options to acquire 100,000 shares of the Company’s common stock, par value $.0001 per share (the “Options”). The Options shall be issued under the Company’s Amended and Restated 2000 Stock Option Plan (the “Plan”) and shall be subject to the terms and conditions set forth therein. The Options shall be documented by the Company’s standard form of Stock Option Agreement. The terms of the Options shall provide that the Options shall: (a) have a per share exercise price equal to the per share closing price of the Common Stock on the American Stock Exchange as of the date of this Agreement, (b) vest in four equal annual installments with the first such installment vesting on the first anniversary date of this Agreement, and (c) unless exercised prior to such date terminate and be of no further force and effect on the tenth anniversary of this Agreement.

	5.1 Reimbursement of Expenses. Upon submission of appropriate documentation and in specific accordance with such guidelines as may be reasonably established from time to time by the Company, the Executive shall be entitled to reimbursement for all reasonable, out-of-pocket expenses incurred by him during the Term in connection with the proper and efficient discharge of his duties hereunder.
	5.2 Employee Benefit Plans and Programs. During the Term, the Executive shall be entitled to participate in the Company’s employee benefit plans and programs. The Executive’s service with the Company prior to the Effective Date shall be counted for purposes of all eligibility, waiting periods and vesting requirements from time to time in effect. Nothing in this Agreement shall require the Company at any time to create or continue any such plan or program or to fix, amend or retain eligibility requirements so as to include the Executive.
	5.3 Vacations. The Executive shall be entitled to four (4) weeks of paid vacation during the Term, taking into consideration the business needs of the Company.

	6.1 Death. This Agreement and the Executive’s employment under this Agreement shall terminate immediately and automatically upon the Executive’s death.
	6.2 Disability. This Agreement and the Executive’s employment under this Agreement may be terminated if the Executive shall suffer a “Disability,” which shall mean any incapacity, illness or disability of the Executive which renders the Executive mentally or physically unable to perform his

A-64

---

Table of Contents

	duties under this Agreement for a continuous period of sixty (60) or more consecutive days or for ninety (90) days, whether consecutive or not, within a one hundred eighty (180) day period, during the Term, as reasonably determined by a physician mutually selected by Executive and the Company. Termination due to Disability shall be deemed to have occurred upon the first day of the month following the determination of Disability as defined in the preceding sentence.
	6.3 For Cause. The Company may terminate the Executive’s employment under this Agreement for Cause (as hereinafter defined). “Cause” shall mean: (a) committing or participation in an act of fraud, gross neglect, willful misconduct, recklessness, embezzlement or dishonesty against the Company or any of its affiliates or any customer or supplier of the Company or any other person, entity or governmental body having dealing with the Company; (b) being indicted for or convicted of an act or acts constituting a felony under applicable laws of the United States or any state thereof; (c) if applicable, loss of any state or federal license required for the Executive to perform the Executive’s material duties or responsibilities for the Company; provided, however, that this Section 6.3(c) shall not be applicable if such loss of license shall be a result of any actions or inactions outside the Executive’s control; (d) habitual neglect of duty or willful disobedience of the lawful orders of the Chief Executive Officer given in good faith that are not inconsistent with the provisions of this Agreement; (e) breach of or failure to observe any of the material terms or conditions of this Agreement; or (f) any assignment of this Agreement by the Executive in violation of this Agreement; provided, however, that if an event constituting “Cause” under clauses (a) (with respect to gross neglect only), (c), (d) or (e) above is curable, then the Executive shall have the opportunity to cure the same within fifteen (15) days after receipt of written notice from Company setting forth the conduct committed in reasonable detail and that Company intends to terminate the Executive for “Cause” if the breach is not timely cured.
	6.4 Without Cause. Upon prior written notice to Executive, the Company may (a) terminate the Executive’s employment hereunder other than for Cause; (b) substantially diminish the duties and responsibilities of Executive; or (c) materially change the title or position of Executive in the hierarchy of the Company (all of the foregoing together with any other material breach of this Agreement by the Company shall be deemed a termination “Without Cause”). In the instance of the Company’s actions pursuant to (b) or (c) above, the Executive may either consent to such action or terminate his employment with the Company in writing fifteen (15) days after such written notice form the Company, which termination shall be deemed a termination Without Cause by the Company.

A-65

---

Table of Contents

	If to the Company:

	Continucare Corporation
	7200 Corporate Center Drive, Suite 600
	Miami, FL 33126
	Attention: Chief Executive Officer
	Fax: (305) 500-2104

	with a copy (which shall not constitute notice), to:

	Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
	150 West Flagler Street, Suite 2200
	Miami, FL 33130
	Attention: Geoffrey MacDonald, Esq.
	Fax: (305) 789-3395

	If to Executive, to:

	Jose M. Garcia
	Attention:

	with a copy (which shall not constitute notice), to:

	Sandra Greenblatt, P.A.
	One Biscayne Tower, Suite 3500
	2 South Biscayne Boulevard
	Miami, FL 33131
	Attention: Sandra P. Greenblatt, Esq.
	Fax: (305) 577-9951

A-66

---

Table of Contents

A-67

---

Table of Contents

	THE COMPANY:
	CONTINUCARE CORPORATION,
	By:
	Name:
	Title:
	THE EXECUTIVE:

A-68

---

Table of Contents

	3.1 Office and Duties. The Executive shall report to the Chief Executive Officer of the Company (the “Chief Executive Officer”). During the Term, the Executive shall serve as Vice Chairman of the Company with such duties, authority and responsibility as are commensurate with such position, subject to oversight and direction of the Chief Executive Officer. In exercising his duties and responsibilities hereunder, the Executive shall have all the power and authority necessary to fulfill and discharge his duties and responsibilities hereunder and shall abide by any lawful directions given by the Chief Executive Officer in good faith. Notwithstanding the foregoing, the Executive shall not, in connection with his employment hereunder, cause or permit the Company or any of its subsidiaries to enter into any agreement, commitment or arrangement with, or pay any fees or other amounts to any person not dealing at arm’s length with the Executive without first disclosing the nature of such relationship to the Chief Executive Officer and obtaining the prior written approval of the Chief Executive Officer to any such agreement, commitment, arrangement or payment. The Executive shall be responsible for such additional duties commensurate with his position not materially inconsistent with the foregoing as may be reasonably determined by the Chief Executive Officer from time to time.
	3.2 Best Efforts. During the Term, the Executive shall diligently and competently devote the Executive’s best efforts, full time and energies during business hours to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote the interests of the Company and otherwise to discharge his obligations under this Agreement.
	3.3 Location of Executive. The Executive shall perform the duties of his employment under this Agreement at the Company’s main business offices in Miami-Dade County, subject to travel from time to time to other areas as may be reasonably required or reasonably desirable in connection with the businesses, affairs and operations of the Company from time to time and the performance by the Executive of his duties, obligations and responsibilities under this Agreement; provided that subject to travel to other areas as hereinbefore specifically provided for in this Section 3.3, the Company shall have no right to require the Executive to re-locate outside of Miami-Dade County, Florida.

A-69

---

Table of Contents

	4.1 Annual Salary. During the Term, the Executive shall receive a base salary at the annual rate of $225,000 (“Base Salary”), payable in accordance with the Company’s normal payroll practices or at such other reasonable intervals as may from time to time be used by the Company for paying its employees generally.
	4.2 Bonus. The Executive shall be eligible to participate in the Company’s Management Compensation Program in accordance with the terms and conditions thereof; provided, however, that the Executive acknowledges that any amounts paid under the Company’s Management Compensation Program are determined in accordance with the terms of that program and that eligibility to participate in such program does not constitute a guarantee that Executive shall receive a bonus under such plan or a guarantee of the amount of any bonus that the Executive may receive thereunder.
	4.3 Options. The Executive shall receive options to acquire 100,000 shares of the Company’s common stock, par value $.0001 per share (the “Options”). The Options shall be issued under the Company’s Amended and Restated 2000 Stock Option Plan (the “Plan”) and shall be subject to the terms and conditions set forth therein. The Options shall be documented by the Company’s standard form of Stock Option Agreement. The terms of the Options shall provide that the Options shall: (a) have a per share exercise price equal to the per share closing price of the Common Stock on the American Stock Exchange as of the date of this Agreement, (b) vest in four equal annual installments with the first such installment vesting on the first anniversary date of this Agreement, and (c) unless exercised prior to such date terminate and be of no further force and effect on the tenth anniversary of this Agreement.

	5.1 Reimbursement of Expenses. Upon submission of appropriate documentation and in specific accordance with such guidelines as may be reasonably established from time to time by the Company, the Executive shall be entitled to reimbursement for all reasonable, out-of-pocket expenses incurred by him during the Term in connection with the proper and efficient discharge of his duties hereunder.
	5.2 Employee Benefit Plans and Programs. During the Term, the Executive shall be entitled to participate in the Company’s employee benefit plans and programs. The Executive’s service with the Company prior to the Effective Date shall be counted for purposes of all eligibility, waiting periods and vesting requirements from time to time in effect. Nothing in this Agreement shall require the Company at any time to create or continue any such plan or program or to fix, amend or retain eligibility requirements so as to include the Executive.
	5.3 Vacations. The Executive shall be entitled to four (4) weeks of paid vacation during the Term, taking into consideration the business needs of the Company.

	6.1 Death. This Agreement and the Executive’s employment under this Agreement shall terminate immediately and automatically upon the Executive’s death.
	6.2 Disability. This Agreement and the Executive’s employment under this Agreement may be terminated if the Executive shall suffer a “Disability,” which shall mean any incapacity, illness or disability of the Executive which renders the Executive mentally or physically unable to perform his duties under this Agreement for a continuous period of sixty (60) or more consecutive days or for ninety (90) days, whether consecutive or not, within a one hundred eighty (180) day period, during the Term, as reasonably determined by a physician mutually selected by Executive and the Company. Termination due to Disability shall be deemed to have occurred upon the first day of the month following the determination of Disability as defined in the preceding sentence.

A-70

---

Table of Contents

	6.3 For Cause. The Company may terminate the Executive’s employment under this Agreement for Cause (as hereinafter defined). “Cause” shall mean: (a) committing or participation in an act of fraud, gross neglect, willful misconduct, recklessness, embezzlement or dishonesty against the Company or any of its affiliates or any customer or supplier of the Company or any other person, entity or governmental body having dealing with the Company; (b) being indicted for or convicted of an act or acts constituting a felony under applicable laws of the United States or any state thereof; (c) if applicable, loss of any state or federal license required for the Executive to perform the Executive’s material duties or responsibilities for the Company; provided, however, that this Section 6.3(c) shall not be applicable if such loss of license shall be a result of any actions or inactions outside the Executive’s control; (d) habitual neglect of duty or willful disobedience of the lawful orders of the Chief Executive Officer given in good faith that are not inconsistent with the provisions of this Agreement; (e) breach of or failure to observe any of the material terms or conditions of this Agreement; or (f) any assignment of this Agreement by the Executive in violation of this Agreement; provided, however, that if an event constituting “Cause” under clauses (a) (with respect to gross neglect only), (c), (d) or (e) above is curable, then the Executive shall have the opportunity to cure the same within fifteen (15) days after receipt of written notice from Company setting forth the conduct committed in reasonable detail and that Company intends to terminate the Executive for “Cause” if the breach is not timely cured.
	6.4 Without Cause. Upon prior written notice to Executive, the Company may (a) terminate the Executive’s employment hereunder other than for Cause; (b) substantially diminish the duties and responsibilities of Executive; or (c) materially change the title or position of Executive in the hierarchy of the Company (all of the foregoing together with any other material breach of this Agreement by the Company shall be deemed a termination “Without Cause”). In the instance of the Company’s actions pursuant to (b) or (c) above, the Executive may either consent to such action or terminate his employment with the Company in writing fifteen (15) days after such written notice form the Company, which termination shall be deemed a termination Without Cause by the Company.

A-71

---

Table of Contents

	If to the Company:

	Continucare Corporation
	7200 Corporate Center Drive, Suite 600
	Miami, FL 33126
	Attention: Chief Executive Officer
	Fax: (305) 500-2104

	with a copy (which shall not constitute notice), to:

	Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
	150 West Flagler Street, Suite 2200
	Miami, FL 33130
	Attention: Geoffrey MacDonald, Esq.
	Fax: (305) 789-3395

	If to Executive, to:

	Dr. Luis Cruz
	Attention:

	with a copy (which shall not constitute notice), to:

	Sandra Greenblatt, P.A.
	One Biscayne Tower, Suite 3500
	2 South Biscayne Boulevard
	Miami, FL 33131
	Attention: Sandra P. Greenblatt, Esq.
	Fax: (305) 577-9951

A-72

---

Table of Contents

A-73

---

Table of Contents

	THE COMPANY:
	CONTINUCARE CORPORATION,
	By:
	Name:
	Title:
	THE EXECUTIVE:

A-74

---

Table of Contents

	3.1 Office and Duties. The Executive shall report to the Chief Executive Officer of the Company (the “Chief Executive Officer”). During the Term, the Executive shall serve as President — Diagnostics Division of the Company with such duties, authority and responsibility as are commensurate with such position, subject to oversight and direction of the Chief Executive Officer. In exercising his duties and responsibilities hereunder, the Executive shall have all the power and authority necessary to fulfill and discharge his duties and responsibilities hereunder and shall abide by any lawful directions given by the Chief Executive Officer in good faith. Notwithstanding the foregoing, the Executive shall not, in connection with his employment hereunder, cause or permit the Company or any of its subsidiaries to enter into any agreement, commitment or arrangement with, or pay any fees or other amounts to any person not dealing at arm’s length with the Executive without first disclosing the nature of such relationship to the Chief Executive Officer and obtaining the prior written approval of the Chief Executive Officer to any such agreement, commitment, arrangement or payment. The Executive shall be responsible for such additional duties commensurate with his position not materially inconsistent with the foregoing as may be reasonably determined by the Chief Executive Officer from time to time.
	3.2 Best Efforts. During the Term, the Executive shall diligently and competently devote the Executive’s best efforts, full time and energies during business hours to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote the interests of the Company and otherwise to discharge his obligations under this Agreement.
	3.3 Location of Executive. The Executive shall perform the duties of his employment under this Agreement at the Company’s main business offices in Miami-Dade County, subject to travel from time to time to other areas as may be reasonably required or reasonably desirable in connection with the businesses, affairs and operations of the Company from time to time and the performance by the Executive of his duties, obligations and responsibilities under this Agreement; provided that subject to travel to other areas as hereinbefore specifically provided for in this Section 3.3, the Company shall have no right to require the Executive to re-locate outside of Miami-Dade County, Florida.

A-75

---

Table of Contents

	4.1 Annual Salary. During the Term, the Executive shall receive a base salary at the annual rate of $225,000 (“Base Salary”), payable in accordance with the Company’s normal payroll practices or at such other reasonable intervals as may from time to time be used by the Company for paying its employees generally.
	4.2 Bonus. The Executive shall be eligible to participate in the Company’s Management Compensation Program in accordance with the terms and conditions thereof; provided, however, that the Executive acknowledges that any amounts paid under the Company’s Management Compensation Program are determined in accordance with the terms of that program and that eligibility to participate in such program does not constitute a guarantee that Executive shall receive a bonus under such plan or a guarantee of the amount of any bonus that the Executive may receive thereunder.
	4.3 Options. The Executive shall receive options to acquire 100,000 shares of the Company’s common stock, par value $.0001 per share (the “Options”). The Options shall be issued under the Company’s Amended and Restated 2000 Stock Option Plan (the “Plan”) and shall be subject to the terms and conditions set forth therein. The Options shall be documented by the Company’s standard form of Stock Option Agreement. The terms of the Options shall provide that the Options shall: (a) have a per share exercise price equal to the per share closing price of the Common Stock on the American Stock Exchange as of the date of this Agreement, (b) vest in four equal annual installments with the first such installment vesting on the first anniversary date of this Agreement, and (c) unless exercised prior to such date terminate and be of no further force and effect on the tenth anniversary of this Agreement.

	5.1 Reimbursement of Expenses. Upon submission of appropriate documentation and in specific accordance with such guidelines as may be reasonably established from time to time by the Company, the Executive shall be entitled to reimbursement for all reasonable, out-of-pocket expenses incurred by him during the Term in connection with the proper and efficient discharge of his duties hereunder.
	5.2 Employee Benefit Plans and Programs. During the Term, the Executive shall be entitled to participate in the Company’s employee benefit plans and programs. The Executive’s service with the Company prior to the Effective Date shall be counted for purposes of all eligibility, waiting periods and vesting requirements from time to time in effect. Nothing in this Agreement shall require the Company at any time to create or continue any such plan or program or to fix, amend or retain eligibility requirements so as to include the Executive.
	5.3 Vacations. The Executive shall be entitled to four (4) weeks of paid vacation during the Term, taking into consideration the business needs of the Company.

	6.1 Death. This Agreement and the Executive’s employment under this Agreement shall terminate immediately and automatically upon the Executive’s death.
	6.2 Disability. This Agreement and the Executive’s employment under this Agreement may be terminated if the Executive shall suffer a “Disability,” which shall mean any incapacity, illness or disability of the Executive which renders the Executive mentally or physically unable to perform his duties under this Agreement for a continuous period of sixty (60) or more consecutive days or for ninety (90) days, whether consecutive or not, within a one hundred eighty (180) day period, during the Term, as reasonably determined by a physician mutually selected by Executive and the Company. Termination due to Disability shall be deemed to have occurred upon the first day of the month following the determination of Disability as defined in the preceding sentence.

A-76

---

Table of Contents

	6.3 For Cause. The Company may terminate the Executive’s employment under this Agreement for Cause (as hereinafter defined). “Cause” shall mean: (a) committing or participation in an act of fraud, gross neglect, willful misconduct, recklessness, embezzlement or dishonesty against the Company or any of its affiliates or any customer or supplier of the Company or any other person, entity or governmental body having dealing with the Company; (b) being indicted for or convicted of an act or acts constituting a felony under applicable laws of the United States or any state thereof; (c) if applicable, loss of any state or federal license required for the Executive to perform the Executive’s material duties or responsibilities for the Company; provided, however, that this Section 6.3(c) shall not be applicable if such loss of license shall be a result of any actions or inactions outside the Executive’s control; (d) habitual neglect of duty or willful disobedience of the lawful orders of the Chief Executive Officer given in good faith that are not inconsistent with the provisions of this Agreement; (e) breach of or failure to observe any of the material terms or conditions of this Agreement; or (f) any assignment of this Agreement by the Executive in violation of this Agreement; provided, however, that if an event constituting “Cause” under clauses (a) (with respect to gross neglect only), (c), (d) or (e) above is curable, then the Executive shall have the opportunity to cure the same within fifteen (15) days after receipt of written notice from Company setting forth the conduct committed in reasonable detail and that Company intends to terminate the Executive for “Cause” if the breach is not timely cured.
	6.4 Without Cause. Upon prior written notice to Executive, the Company may (a) terminate the Executive’s employment hereunder other than for Cause; (b) substantially diminish the duties and responsibilities of Executive; or (c) materially change the title or position of Executive in the hierarchy of the Company (all of the foregoing together with any other material breach of this Agreement by the Company shall be deemed a termination “Without Cause”). In the instance of the Company’s actions pursuant to (b) or (c) above, the Executive may either consent to such action or terminate his employment with the Company in writing fifteen (15) days after such written notice form the Company, which termination shall be deemed a termination Without Cause by the Company.

A-77

---

Table of Contents

	If to the Company:

	Continucare Corporation
	7200 Corporate Center Drive, Suite 600
	Miami, FL 33126
	Attention: Chief Executive Officer
	Fax: (305) 500-2104

	with a copy (which shall not constitute notice), to:

	Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
	150 West Flagler Street, Suite 2200
	Miami, FL 33130
	Attention: Geoffrey MacDonald, Esq.
	Fax: (305) 789-3395

	If to Executive, to:

	Carlos Garcia
	Attention:

	with a copy (which shall not constitute notice), to:

	Sandra Greenblatt, P.A.
	One Biscayne Tower, Suite 3500
	2 South Biscayne Boulevard
	Miami, FL 33131
	Attention: Sandra P. Greenblatt, Esq.
	Fax: (305) 577-9951
	or to such other address as such party may indicate by a notice delivered to the other party hereto.

A-78

---

Table of Contents

A-79

---

Table of Contents

	THE COMPANY:
	CONTINUCARE CORPORATION,
	By:
	Name:
	Title:
	THE EXECUTIVE:

A-80

---

Table of Contents

	a. Section 2.04 — License. Section 2.04 of the Lease is hereby amended by adding the following sentence as the final sentence of such section: “Notwithstanding anything herein to the contrary, Landlord shall not be permitted to revoke or terminate any license in favor of Tenant to use and occupy any common areas or facilities not within the leased premises or diminish the amount of such areas covered by any such license unless an event of default specified in Section 17.01 of this Lease shall occur and be continuing.”
	b. Section 3.04 — Changes and Additions to Building. Section 3.04 of the Lease is hereby amended by adding the following sentence as the final sentence of such section: “Landlord shall use all commercially reasonable efforts to minimize any disruption to Tenant’s business or use and occupancy of the leased premises occasioned by any maintenance, repairs, alterations, additions or construction.”
	c. Section 4.02 — Operation of Business. Section 4.02 of the Lease is hereby amended by adding the following at the end of the final sentence of such section: “; provided, however, that Tenant shall at all times during the term of this Lease be permitted to conduct activities consistent with the operation of a medical office on the leased premises.”
	d. Section 6.01 — Installation by Tenant. Section 6.01 of the Lease is hereby amended by adding the following at the end of the final sentence of such section: “, which consent will not be unreasonably withheld or delayed.”
	e. Section 6.02 — Tenant Shall Discharge All Liens. Section 6.02 of the Lease is hereby amended by deleting the words “ten (10)” in the first sentence of such section and replacing them with the words “thirty (30)”.
	f. Section 7.01- Responsibility of Tenant.

	i. Subsection (f) of Section 7.01 of the Lease is hereby amended by adding the following to the end of such section: “; provided, however, that Landlord shall use all commercially reasonable efforts

A-81

---

Table of Contents

	to minimize any disruption to Tenant’s business or use and occupancy of the leased premises occasioned thereby.”
	ii. Subsection (g) of Section 7.01 of the Lease is hereby amended by adding the following to the end of the first sentence and the end of the second sentence of such section: “other than any damages conclusively determined to have been caused by Landlord’s gross negligence or willful misconduct.”

	g. Section 11.01 — Significant Change of Ownership. Section 11.01 of the Lease is hereby amended by adding the following to the end of section: “Notwithstanding the foregoing, it is understood and agreed that any change of ownership of Tenant resulting from any person or entity acquiring, directly or indirectly, substantially all of the business or assets of any entity that owns or controls Tenant shall not give Landlord a the right to terminate this Lease.”
	h. Section 12.01 — Government Regulations. Section 12.01 of the Lease is hereby amended by adding the following to the end of such section: “Landlord shall, at Landlord’s sole cost and expense, comply with all county, municipal, state, and federal laws, orders, ordinances and other applicable requirements of all governmental authorities, now in force, or which may hereafter be in force, pertaining to the common areas and facilities not within the leased premises.”
	i. Section 13.01 — Rules and Regulations. Section 13.01 of the Lease is hereby amended by adding the following to the end of the first sentence of such section: “; provided, however, that Landlord shall not adopt or promulgate any rules and regulations that are inconsistent with the operation of a medical office on the leased premises nor amend, suspend or supplement any rules and regulations that would prevent or materially limit the ability of Tenant to operate a medical office on the leased premises.”
	j. Section 15.01 — Total or Partial Destruction. Section 15.01 of the Lease is hereby amended by adding the following to the end of such section “Notwithstanding the foregoing or anything else herein to the contrary, if the leased premises shall be damaged by fire, the elements, unavoidable accident or other casualty without the fault of Tenant and as a result either: (a) 50% or more of the of the leased premises are rendered untenantable thereby; or (b) the building of which the leased premises is a part is destroyed; then, if such damage or destruction shall occur during the last year of the term of this Lease (or any renewal term) Tenant shall have the right, to be exercised by notice to Landlord, to cancel and terminate this Lease effective as of the date stipulated in Tenant’s notice which shall not be earlier than thirty (30) days nor later than sixty (60) days after the giving of such notice.”
	k. Section 18.01 — Right of Entry. Section 18.01 of the Lease is hereby amended by adding the following at the end of such section: “Notwithstanding anything herein to the contrary, Landlord shall use all commercially reasonable efforts to minimize any disruption to Tenant’s business or use and occupancy of the leased premises occasioned by any entry by Landlord or Landlord’s agents on, examination or showing of, or repair, alteration, improvement, or addition to the leased premises.”

A-82

---

Table of Contents

	LANDLORD
	CRUZ & CRUZ PARTNERSHIP
	By
	Name:
	Its:
	TENANT
	MIAMI DADE HEALTH AND REHABILITATION SERVICES, INC
	By
	Name:
	Its:

A-83

---

Table of Contents

A-84

---

Table of Contents

A-85

---

Table of Contents

A-86

---

Table of Contents

A-87

---

Table of Contents

	CONTINUCARE CORPORATION
	By:
	Name:
	Title:
	SELLER’S REPRESENTATIVE
	By:
	Name: Jose Garcia

A-88

---

Table of Contents

	MDHC RED, INC.
	By:
	Name:
	Title:

A-89

---

Table of Contents

TENANT’S PRINCIPAL OFFICER:		Jose M. Garcia, C.E.O.
TENANT’S CURRENT ADDRESS:		2260 SW 8 StreetMiami, FL 33195
PHONE NUMBER:		305-796-9442

A-90

---

Table of Contents

A-91

---

Table of Contents

FIRST YEAR:		$	3,031.67 Per Month			(1) Year Gross Rent: $34,000.00 Sales tax: $2,380.00 $36,380
SECOND YEAR:		$	3,122.62 Per Month			(2) Year Gross Rent: $35,020.00 Sales tax: $2,451.40 $37,471.40
THIRD YEAR:		$	3,216.30 Per Month			(3) Year Gross Rent: $36,070.60 Sales tax: $2,524.95 $38,595.55
FOURTH YEAR:		$	3,312.79 Per Month			(4) Year Gross Rent: $37,152.72 Sales tax: $2,600.69 $39,753.41
FIFTH YEAR:		$	3,412.17 Per Month			(5) Year Gross Rent: $38,267.30 Sales tax: $2,678.72 $40,946.02

A-92

---

Table of Contents

A-93

---

Table of Contents

A-94

---

Table of Contents

A-95

---

Table of Contents

A-96

---

Table of Contents

Tenant shall pay for:			x Garbage				x Electricity Removal
			x Water				x Telephone
			Gas				other utilities

A-97

---

Table of Contents

A-98

---

Table of Contents

A-99

---

Table of Contents

A-100

---

Table of Contents

A-101

---

Table of Contents

A-102

---

Table of Contents

A-103

---

Table of Contents

A-104

---

Table of Contents

A-105

---

Table of Contents

A-106

---

Table of Contents

	LANDLORD
	PELU PROPERTIES, Inc.
	By:

	TENANT
	KENT MANAGEMENT SYSTEMS, INC.
	By:

A-107

---

Table of Contents

	(a) OWNERSHIP OF SHARES.

	(i) Such Shareholder is either (a) the record holder or beneficial owner, either alone or with such Shareholder’s spouse, of the number of or (b) trustee of a trust that is the record holder or beneficial owner of, and whose beneficiaries are the beneficial owners (such trustee, a “Trustee”) of the number of shares of CNU Common Stock as is set forth opposite such Shareholder’s name on Schedule 1(a)(i) hereto (such shares shall constitute the “Existing Shares”, and together with any shares of CNU Common Stock acquired of record or beneficially by such Shareholder in any capacity after the date hereof and prior to the termination hereof, whether upon exercise of options, conversion of convertible securities, purchase, exchange or otherwise shall constitute the “Shares”).
	(ii) On the date hereof, the Existing Shares set forth opposite such Shareholder’s name on Schedule 1(a)(i) hereto constitute all of the outstanding shares of CNU Common Stock owned of record or beneficially by such Shareholder. Such Shareholder does not have record or beneficial ownership of any Shares not set forth on Schedule 1(a)(i) hereto.
	(iii) Except as set forth on Schedule 1(a)(iii) hereto, such Shareholder has sole power of disposition with respect to all of the Existing Shares set forth opposite such Shareholder’s name on

B-1

---

Table of Contents

	Schedule 1(a)(i), with no restrictions on such rights, subject to applicable securities Laws and the terms of this Agreement.

	(b) POWER; BINDING AGREEMENT. Such Shareholder has the legal capacity, power and authority to enter into and perform all of such Shareholder’s obligations under this Agreement. The execution, delivery and performance of this Agreement by such Shareholder will not violate any other agreement to which such Shareholder is a party or by which such Shareholder is bound including, without limitation, any trust agreement, voting agreement, shareholders agreement, voting trust, partnership or other agreement. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming this Agreement has been duly and validly executed and delivered by or on behalf of the respective other party thereto, which party has the power to enter into and perform its obligations, this Agreement constitutes a valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Requirements of Law generally affecting the rights of creditors and subject to general equity principles. There is no beneficiary of or holder of interest in any trust of which a Shareholder is Trustee whose consent is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. If such Shareholder is married and such Shareholder’s Shares constitute community property, this Agreement has been duly authorized, executed and delivered by, and assuming this Agreement has been duly and validly executed and delivered by or on behalf of the respective other party thereto, which party has the power to enter into and perform its obligations, this Agreement constitutes a valid and binding agreement of, such Shareholder’s spouse, enforceable against such person in accordance with its terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Requirements of Law generally affecting the rights of creditors and subject to general equity principles.
	(c) NO CONFLICTS. Except for filings under the Exchange Act, (A) to such Shareholder’s knowledge, no filing with, and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by such Shareholder and the consummation by such Shareholder of the transactions contemplated hereby and (B) neither the execution and delivery of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof shall (x) conflict with or result in any breach of any applicable trust, partnership agreement or other agreements or organizational documents applicable to such Shareholder, (y) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which such Shareholder is a party or by which such Shareholder or any of such Shareholder’s properties or assets may be bound or (z) to the knowledge of such Shareholder violate any order, writ, injunction, decree, judgment, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets.
	(d) LIENS. Such Shareholder’s Shares and the certificates representing such Shares are now and at all times during the term hereof will be held by such Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of all Encumbrances except for inchoate tax liens for taxes not yet due.
	(e) BROKERS. No broker, investment banker, financial adviser or other person is entitled to any broker’s, finder’s, financial adviser’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of such Shareholder in his or her capacity as such.

B-2

---

Table of Contents

	(f) ACKNOWLEDGMENT. Such Shareholder understands and acknowledges that Principals are entering into the Acquisition Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement with Acquiror.

	(a) RESTRICTION ON PROXIES AND NONINTERFERENCE. Prior to the earlier of the termination of the Acquisition Agreement in accordance with its terms and the Closing, no Shareholder shall, directly or indirectly: (i) grant any proxies or powers of attorney with respect to any Shares, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (ii) take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or that could reasonably be expected to have the effect of preventing or disabling such Shareholder from performing such Shareholder’s obligations under this Agreement in any material respect.
	(b) VOTING OF COMPANY STOCK. Each Shareholder hereby agrees that, prior to the first to occur of the termination of the Acquisition Agreement in accordance with its terms and the Closing, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of CNU Common Stock, however called, or in connection with any written consent of the holders of the CNU Common Stock, he will appear at the meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Shares over which such Shareholder holds the power, directly or indirectly, to direct the vote, except as otherwise agreed to in writing in advance by the Principals in their sole discretion, in favor of the issuance of the CNU Shares pursuant to the Acquisition Agreement and against any action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Acquisition Agreement. Each Shareholder agrees that he will not enter into any agreement or understanding with any Person the intended or anticipated effect of which would be inconsistent with or violative of any provision contained in this Section 2(b). Nothing in this Agreement to the contrary, no Shareholder shall be required to acquire any Shares that such Shareholder has, directly or indirectly, the right to acquire, including, without limitation, by exercise of stock options or otherwise.

B-3

---

Table of Contents

	If to a Shareholder to:
	Continucare Corporation
	7200 Corporate Center Drive, Suite 600
	Miami, FL 33126
	Attention: Chief Executive Officer
	Fax: (305) 500-2104
	with a copy to:
	Stearns Weaver Miller
	Weissler Alhadeff & Sitterson, P.A.
	150 West Flagler Street, Suite 2200
	Miami, Florida 33130
	Fax: 305-789-3395
	Attention: Geoffrey MacDonald, Esq.
	If to Principals, to:
	Miami Dade Health Centers, Inc.
	3233 Palm Avenue
	4th Floor
	Hialeah, FL 33012
	Attention: Jose M. Garcia, CEO
	Fax: 305-642-3142
	With a copy to:
	Sandra Greenblatt, P.A.
	One Biscayne Tower, Suite 3500
	2 South Biscayne Boulevard
	Miami, FL 33131
	Attention: Sandra P. Greenblatt, Esq.
	Fax: (305) 577-9951

B-4

---

Table of Contents

	(i) “Beneficially Own” or “Beneficial Ownership” with respect to any securities shall mean having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act), including pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person shall include securities Beneficially Owned by all other Persons with whom such Person would constitute a “group” as described in Section 13(d)(3) of the Exchange Act.
	(ii) “Person” shall mean an individual, corporation, partnership, joint venture, association, trust, unincorporated organization or other entity.
	(iii) If, between the date of this Agreement and the Closing Date, the CNU shall effect any reclassification, recapitalization, stock split, combination, or exchange of the CNU Common Stock, or a stock dividend or dividend payable in any other securities shall be declared with a record date occurring within such period, or any similar event shall have occurred, then the Shares shall be appropriately adjusted to give effect to such reclassification, recapitalization, stock split, combination, or exchange, dividend or other event.

B-5

---

Table of Contents

	PRINCIPALS
	Luis Cruz, M.D.
	Jose M. Garcia
	Carlos Garcia
	SHAREHOLDERS:
	Richard C. Pfenniger, Jr.
	Phillip Frost, M.D.
	FROST GAMMA INVESTMENTS TRUST

	By:

	Phillip Frost, M.D., Trustee
	FROST NEVADA INVESTMENTS TRUST

	By:

	Phillip Frost, M.D., Trustee

B-6

---

Table of Contents

		Number of Shares of
Record Holder		CNU Common Stock
Phillip Frost, M.D			100,000
Frost-Gamma Investments Trust			21,279,788
Frost Nevada Investments Trust			819,313
Richard C. Pfenniger, Jr.			1,015,000

B-7

---

Table of Contents

B-8

---

Table of Contents

		Capitalink, L.C.    One Alhambra Plaza Suite 1410 Coral Gables, Florida 33134 Phone 305-446-2026 Fax 305-446-2926 www.capitalinklc.com

	i)	issue 20,000,000 shares of Continucare common stock at the closing;
	ii)	pay $5,000,000 in cash at the closing;
	iii)	pay $1,000,000 in cash on the first anniversary of the closing;
	iv)	pay an amount in cash up to the lesser of net working capital as of the closing or $2 million based on collection of certain funds during the fourteen day period subsequent to closing from identified third-party payors; and,
	v)	pay an amount in cash equal to one-half of any amounts collected subsequent to closing with respect to certain receivables that have been fully reserved on MDHC’s financial statements as of December 31, 2005.

C-1

---

Table of Contents

	•	Reviewed the APA.
	•	Reviewed publicly available financial information and other data with respect to Continucare, including the Annual Report on Form 10-K for the year ended June 30, 2005 and the Quarterly Report on Form 10-Q for the six months ended December 31, 2005.
	•	Reviewed available financial information with respect to MDHC, including draft unaudited income statements and balance sheets for the years ended December 31, 2005 and 2004.
	•	Considered the historical financial results and present financial condition of MDHC.
	•	Reviewed and compared the trading of, and the trading market for Continucare’s common stock.
	•	Reviewed and analyzed the indicated value range of the Purchase Consideration.
	•	Reviewed and analyzed MDHC’s projected unlevered free cash flows and prepared a discounted cash flow analysis.
	•	Reviewed and analyzed certain financial characteristics of publicly-traded companies that were deemed to have characteristics comparable to MDHC.
	•	Reviewed and analyzed certain financial characteristics of target companies in transactions where such target company was deemed to have characteristics comparable to that of MDHC.
	•	Reviewed and discussed with representatives of Continucare and MDHC certain financial and operating information furnished by them, including financial analyses with respect to the MDHC’s business and operations.
	•	Performed such other analyses and examinations as were deemed appropriate.

C-2

---

Table of Contents

C-3

---

Table of Contents

	1.	APPROVAL OF THE ISSUANCE OF 20.0 MILLION SHARES OF OUR COMMON STOCK IN CONNECTION WITH THE ACQUISITION

o   FOR		o   AGAINST		o   ABSTAIN

Signature of Shareholder		Date:
Signature of Shareholder		Date: