EXHIBIT 10.17 ACQUISITION FACILITY ($5,000,000.00), REVOLVING CREDIT FACILITY ($5,000,000.00) AND SECURITY AGREEMENT

EXHIBIT 10.17

ACQUISITION FACILITY ($5,000,000.00),
REVOLVING CREDIT FACILITY ($5,000,000.00) AND SECURITY AGREEMENT

Among

CONTINUCARE CORPORATION

"Borrower"

and

FIRST UNION NATIONAL BANK

"Bank"

DATED AUGUST 17, 1998

TABLE OF CONTENTS

Section Number

1. DEFINITIONS.....................................................................................1
1.1. DEFINED TERMS.................................................................1
1.2. FINANCIAL TERMS...............................................................5

2. REPRESENTATIONS AND WARRANTIES..................................................................5
2.1. VALID EXISTENCE AND POWER.....................................................5
2.2. AUTHORITY.....................................................................5
2.3. FINANCIAL CONDITION...........................................................5
2.4. LITIGATION....................................................................5
2.5. AGREEMENTS, ETC...............................................................6
2.6. AUTHORIZATIONS................................................................6
2.7. TITLE.........................................................................6
2.8. COLLATERAL....................................................................6
2.9. LOCATION......................................................................6
2.10. TAXES. ......................................................................6
2.11. WITHHOLDING TAXES.............................................................7
2.12. LABOR LAW MATTERS.............................................................7
2.13. ACCOUNTS......................................................................7
2.14. USE AND LOCATION OF COLLATERAL................................................7
2.15. JUDGMENT LIENS................................................................7
2.16. INTENT AND EFFECT OF TRANSACTIONS.............................................7
2.17. SUBSIDIARIES..................................................................7
2.18. HAZARDOUS MATERIALS...........................................................7
2.19. ERISA.........................................................................7
2.20. INVESTMENT COMPANY ACT........................................................8
2.21. ADDITIONAL REPRESENTATIONS....................................................8

3. THE ACQUISITION LOAN............................................................................8
3.1. ACQUISITION LOAN..............................................................8
3.2. LIMITATIONS ON ADVANCES.......................................................8
3.3. NOTICE AND MANNER OF BORROWING................................................8
3.4. CALCULATION OF INTEREST.......................................................9
3.5. UNUSED FEE....................................................................9
3.6. REPAYMENT TERMS...............................................................9

4. THE REVOLVING LOAN..............................................................................9
4.1. REVOLVING LOAN................................................................9
4.2. LIMITATIONS ON REVOLVING LOAN ADVANCES.......................................10
4.3. NOTICE AND MANNER OF BORROWING...............................................10
4.4. CALCULATION OF INTEREST......................................................10
4.5. OVERDUE AMOUNTS..............................................................10
4.6. UNUSED FEE...................................................................10
4.7. 30 DAY CLEAN UP REQUIREMENT..................................................10
4.8. REPAYMENT TERMS..............................................................11

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4.9. LETTERS OF CREDIT; BANKER'S ACCEPTANCES......................................11

5. CONDITIONS PRECEDENT TO BORROWING..............................................................12
5.1. CONDITIONS PRECEDENT TO INITIAL ADVANCE......................................12
5.2. CONDITIONS PRECEDENT TO EACH ADVANCE.........................................13

6. COVENANTS OF THE BORROWER......................................................................13
6.1. USE OF LOAN PROCEEDS.........................................................13
6.2. MAINTENANCE OF BUSINESS AND PROPERTIES. ....................................13
6.3. INSURANCE....................................................................13
6.4. NOTICE OF DEFAULT............................................................14
6.5. INSPECTIONS..................................................................14
6.6. FINANCIAL INFORMATION........................................................14
6.7. DEBT.........................................................................14
6.8. LIENS........................................................................15
6.9. EXECUTIVE COMPENSATION. ....................................................15
6.10. .............................................................................15
6.11. KEY EXECUTIVE AS PRIMARY OFFICER.............................................15
6.12. CORPORATE ACCOUNT............................................................15
6.13. DIVIDENDS....................................................................15
6.14. MERGER, SALE, ETC............................................................15
6.15. LOANS AND OTHER INVESTMENTS..................................................15
6.16. CHANGE IN BUSINESS...........................................................16
6.17. ACCOUNTS.....................................................................16
6.18. TRANSACTIONS WITH AFFILIATES.................................................16
6.19. NO CHANGE IN NAME, OFFICES; REMOVAL OF COLLATERAL............................16
6.20. NO SALE, LEASEBACK...........................................................16
6.21. MARGIN STOCK.................................................................16
6.22. PAYMENT OF TAXES, ETC........................................................16
6.23. SUBORDINATION................................................................16
6.24. COMPLIANCE; HAZARDOUS MATERIALS..............................................16
6.25. SUBSIDIARIES.................................................................17
6.26. COMPLIANCE WITH ASSIGNMENT LAWS..............................................17
6.27. FURTHER ASSURANCES. ........................................................17
6.28. WITHHOLDING TAXES............................................................17
6.29. OTHER COVENANTS..............................................................17

7. DEFAULT........................................................................................17
7.1. EVENTS OF DEFAULT............................................................17
7.2. REMEDIES.....................................................................18
7.3. RECEIVER.....................................................................19

8. SECURITY AGREEMENT.............................................................................19
8.1. SECURITY INTEREST............................................................19
8.2. REMEDIES.....................................................................19
8.3. POWER OF ATTORNEY............................................................20
8.4. ENTRY........................................................................20
8.5. DEPOSITS; INSURANCE..........................................................20
8.6. OTHER RIGHTS.................................................................20
8.7. ACCOUNTS.....................................................................20
8.8. TANGIBLE COLLATERAL..........................................................21
8.9. WAIVER OF MARSHALLING........................................................21

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9. ARBITRATION....................................................................................21
9.1. PRESERVATION AND LIMITATION OF REMEDIES......................................21

10. MISCELLANEOUS..................................................................................22
10.1. NO WAIVER, REMEDIES CUMULATIVE...............................................22
10.2. SURVIVAL OF REPRESENTATIONS..................................................22
10.3. EXPENSES. ..................................................................22
10.4. NOTICES......................................................................23
10.5. GOVERNING LAW................................................................23
10.6. SUCCESSORS AND ASSIGNS.......................................................23
10.7. COUNTERPARTS.................................................................23
10.8. POWERS.......................................................................23
10.9. APPROVALS....................................................................23
10.10. MULTIPLE BORROWERS...........................................................23
10.11. CONFLICT.....................................................................23
10.12. OTHER PROVISIONS.............................................................23
10.13. WAIVER OF JURY TRIAL. ......................................................23
10.14. RECITALS. ..................................................................24

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ACQUISITION FACILITY, REVOLVING CREDIT FACILITY AND
SECURITY AGREEMENT

THIS AGREEMENT (the "Agreement"), dated as of August 17, 1998 between
CONTINUCARE CORPORATION, a Florida corporation (the "Borrower"), and FIRST UNION
NATIONAL BANK, a national banking association (the "Bank");

W I T N E S S E T H :
---------------------

WHEREAS, Borrower has applied to Bank for an Acquisition Facility Loan,
as defined below, in the maximum principal amount of Five Million Dollars
($5,000,000.00) to be evidenced by a promissory note executed by the Borrower;
and

WHEREAS, Borrower has applied to Bank for a Revolving Loan, as defined
below, in the maximum principal amount of Five Million Dollars ($5,000,000.00)
to be evidenced by a promissory note executed by Borrower; and

WHEREAS, as security for the loans the Borrower has agreed to execute
and deliver to the Lender this Acquisition Facility, Revolving Credit Facility
and Security Agreement and other documentation as reasonably desired by Lender
to create a first security interest in favor of the Bank in and to the business
assets of Borrower; and

WHEREAS, the Bank has agreed to make the loans to the Borrower subject
to the terms of this Agreement and the other Loan Documents, as defined below.

NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and to induce the Bank to extend credit to the
Borrower, the parties agree as follows:

1. DEFINITIONS. In addition to terms defined elsewhere in this
Agreement, the following terms have the meanings indicated:

1.1. DEFINED TERMS.

"ACCOUNT" shall mean any account receivable,
including any rights of payment for services rendered or goods sold or leased,
which is not evidenced by an instrument or chattel paper, whether or not it has
been earned by performance, and in addition includes all property included in
the definition of "accounts" as used in the Code, together with any guaranties,
letters of credit and other security therefor.

"ACCOUNT DEBTOR" shall mean a Person who is obligated
under any Account, Chattel Paper, General Intangible or instrument (as
instrument is defined in the Code).

"ACQUISITION FACILITY" OR ACQUISITION LOAN" shall
mean the $5,000,000.00 acquisition loan facility as more fully set forth in
Section 3 below to be advanced in accordance with and subject to the terms of
this Agreement.

"ACQUISITION NOTE" shall mean a promissory note
evidencing Advances under the Acquisition Loan.

"ACTUAL/360 METHOD" shall mean the method of
determining the annual effective interest yield by taking the stated (nominal)
interest rate for a year's period and the dividing said rate by 360 to determine
the daily periodic rate to be applied for each day in the interest period.
Application of such computation produces an annualized effective interest rate
exceeding that of the nominal rate.

"ADVANCE" shall mean an advance of proceeds of the
Revolving Loan and/or the Acquisition Loan to the Borrower pursuant to this
Agreement, on any given Advance Date.

"ADVANCE DATE" shall mean the date as of which an
Advance is made.

"ADVANCE REQUEST" shall mean the written request for
an Advance.

"AFFILIATE" of a named Person shall mean (a) any
Person owning 10% more of the voting stock or rights of such named Person or of
which the named Person owns 10% or more of such voting stock or rights; (b) any
Person controlling, controlled by or under common control with such named
Person; (c) any officer or director of such named Person or any Affiliates of
the named Person; and (d) any family member of the named Person or any Affiliate
of such named Person.

"BUSINESS DAY" shall mean a weekday on which
commercial banks are open for business in Miami , Florida.

"CHATTEL PAPER" shall mean all writing or writings
which evidence both a monetary obligation and a security interest in or the
lease of specific goods and in addition includes all property included in the
definition of "chattel paper" as used in the Code, together with any guaranties,
letters of credit and other security therefor.

"CODE" shall mean the Uniform Commercial Code, as in
effect in Florida from time to time.

"COLLATERAL" means the following property of the
Borrower, wherever located and whether now owned by Borrower or hereafter
acquired: (a) all Inventory; (b) all General Intangibles; (c) all Accounts and
Chattel Paper and any other instruments or intangibles representing payment for
goods or services; (d) all Equipment; (e) any other collateral described in
Exhibit 1.1A hereto (if any) or in which the Bank may be hereafter granted a
security interest or Lien; (f) all funds on deposit with or under the control of
the Bank or its agents or correspondents; and (g) all parts, replacements,
substitutions, profits, products and cash and non-cash proceeds of any of the
foregoing (including insurance proceeds payable by reason of loss or damage
thereto) in any form and wherever located. Collateral shall include all written
or electronically recorded records relating to any such Collateral and other
rights relating thereto.

"DEBT" shall mean all liabilities of a Person as
determined under generally accepted accounting principles and all obligations
which such Person has guaranteed or endorsed or is otherwise secondarily or
jointly liable, and shall include, without limitation (a) all obligations of
such Person for borrowed money or purchased assets, (b) obligations secured by
assets of such Person whether or not any personal liability exists, (c) the
capitalized amount of any capital or finance lease obligations of such Person,
(d) the unfunded portion of pension or benefit plans or other similar
liabilities of such Person, (e) obligations of such

Person as a general partner, (f) contingent obligations of such Person pursuant
to guaranties, endorsements, letters of credit and other secondary liabilities,
and (g) obligations for deposits.

"DEFAULT RATE" shall mean a rate equal to five
percent (5%) over the applicable rate then in effect under this Agreement.

"EQUIPMENT" shall mean all of Borrower's equipment,
machinery, trade fixtures, library materials, software and manuals presently
existing or hereafter acquired, wherever located, and all parts and equipment
which may be attached to or which are necessary to the operation of such
personal property or fixtures.

"EVENT OF DEFAULT" shall mean any event specified as
such in Section 7.1 hereof ("Events of Default"), provided that there shall have
been satisfied any requirement in connection with such event for the giving of
notice or the lapse of time, or both; "DEFAULT" or "default" shall mean any of
such events, whether or not any such requirement for the giving of notice or the
lapse of time or the happening of any further condition, event or act shall have
been satisfied.

"GENERAL INTANGIBLES" shall mean all intangible
personal property (including things in action) except Accounts, Chattel Paper
and instruments (as defined in the Code), including all contract rights,
copyrights, trademarks, trade names, service marks, patents, patent drawings,
designs, formulas, rights to a Person's name itself, customer lists, rights to
all prepaid expenses, marketing expenses, rights to receive future contracts,
fees, commissions and orders relating in any respect to any business of a
Person, all licenses and permits, all computer programs and other software owned
by a Person, or which a Person has the right to use, and all rights for breach
of warranty or other claims for funds to which a Person may be entitled, and in
addition includes all property included in the definition of "general
intangibles" as used in the Code.

"INDEBTEDNESS" shall mean all obligations now or
hereafter owed to the Bank by the Borrower, whether related or unrelated to the
Loans, including, without limitation, amounts owed or to be owed under the terms
of the Loan Documents, including, without limitation, amounts owed or to be owed
or arising out of the transactions described therein, including, without
limitation, the Loans, sums advanced to pay overdrafts on any account maintained
by the Borrower with the Bank, reimbursement obligations for outstanding letters
of credit or banker's acceptances issued to the account of the Borrower, or its
Subsidiaries, amounts paid by the Bank under letters of credit or drafts
accepted by the Bank for the account of the Borrower or its Subsidiaries,
together with all interest accruing thereon, all reasonable fees of the Bank,
all costs of collection, attorneys' fees and expenses of or advances by the Bank
which the Bank pays or incurs in discharge of obligations of the Borrower or to
repossess, protect, preserve, store or dispose of any Collateral, whether such
amounts are now due or hereafter become due, direct or indirect and whether such
amounts due are from time to time reduced or entirely extinguished and
thereafter re-incurred.

"INVENTORY" means all goods, merchandise and other
personal property of a Person which is held for sale or lease or furnished or to
be furnished under a contract for services or raw materials, and all work in
process and materials used or consumed or to be used or consumed in a Person's
business, and in addition, includes all property included in the definition of
"inventory" as used in the Code.

"LIEN" (collectively "LIENS") shall mean any
mortgage, pledge, statutory lien or other lien arising by operation of law,
security interest, trust arrangement, financing lease, collateral assignment or
other encumbrance, or any segregation of assets or revenues (whether or not
constituting a security interest)

with respect to any present or future assets, revenues or rights to the receipt
of income of the Person referred to in the context in which the term is used.

"LOANS" shall mean the Acquisition Loan and the
Revolving Loan. "LOAN DOCUMENTS" shall mean this Agreement, any other Security
Agreement, the Notes, the Advance Requests, UCC-l financing statements and all
other documents and instruments now or hereafter evidencing, describing,
guaranteeing or securing the Indebtedness contemplated hereby or delivered in
connection herewith, as they may be modified.

"MATURITY DATE" shall mean August 30, 2001.

"MAXIMUM ACQUISITION LOAN AMOUNT" shall mean Five
Million Dollars ($5,000,000.00).

"MAXIMUM REVOLVING LOAN AMOUNT" shall mean Five
Million Dollars ($5,000,000.00).

"NOTES" shall mean the Acquisition Note and the
Revolving Note, and any other promissory notes now or hereafter evidencing any
Indebtedness, and all modifications, extensions and renewals thereof.

"PERMITTED DEBT" shall mean (a) the Indebtedness; and
(b) any other Debt listed on Exhibit 1.1C hereto (if any) and any extensions,
renewals, replacements, modifications and refundings of any such Debt if, and to
the extent, permitted by Exhibit 1.1C; provided, however, that the principal
amount of such Debt may not be increased from the amount shown as outstanding on
such exhibit; and (c) such other Debt as the Bank may consent to in writing from
time to time.

"PERMITTED LIENS" shall mean (a) Liens securing the
Indebtedness; (b) Liens for taxes and other statutory Liens, landlord's Liens
and similar Liens arising out of operation of law (provided they are subordinate
to the Bank's Liens on Collateral) so long as the obligations secured thereby
are not past due or are being contested as permitted herein; (c) Liens described
on Exhibit 1.1D hereto (if any), provided, however, that no debt not now secured
by such Liens shall become secured by such Liens hereafter and such Liens shall
not encumber any other assets; and (d) such other Liens as the Bank may consent
to in writing from time to time.

"PERSON" shall mean any natural person, corporation,
unincorporated organization, trust, joint-stock company, joint venture,
association, company, limited or general partnership, any government, or any
agency or political subdivision of any government.

"REVOLVING FACILITY " OR "REVOLVING LOAN" shall mean
the $5,000,000.00 revolving loan facility as set forth in Section 4 hereof.

"REVOLVING NOTE" shall mean the $5,000,000.00
promissory note evidencing the Revolving Loan.

"SECURITY AGREEMENT" shall mean this Agreement as it
relates to a security interest in the Collateral, and any other mortgage,
security agreement or similar instrument now or hereafter executed by the
Borrower or other Person granting the Bank a security interest in any Collateral
to secure the Indebtedness.

"SUBSIDIARY" shall mean any corporation, partnership
or other Person in which the Borrower, directly or indirectly, owns more than
fifty percent (50%) of the stock, capital or income interests, or other
beneficial interests, or which is effectively controlled by the Borrower. The
term "control" means the possession, directly or indirectly, of the power to
cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract or otherwise.

1.2. FINANCIAL TERMS. All financial terms used herein shall
have the meanings assigned to them under generally accepted accounting
principles unless another meanings shall be specified.

2. REPRESENTATIONS AND WARRANTIES. In order to induce the Bank to enter
into this Agreement and to make the Loans provided for herein, the Borrower
makes the following representations and warranties, all of which shall survive
the execution and delivery of the Loan Documents. Unless otherwise specified,
such representations and warranties shall be deemed made as of the date hereof
and as of the Advance Date of any Advance by the Bank to the Borrower:

2.1. VALID EXISTENCE AND POWER. The Borrower and each
Subsidiary is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization is duly
qualified or licensed to transact business in all places where the failure to be
so qualified would have a material adverse effect on it. The Borrower has the
power to make and perform the Loan Documents executed by it and all such
instruments will constitute the legal, valid and binding obligations of the
Borrower, enforceable in accordance with their respective terms, subject only to
bankruptcy and similar laws affecting creditors' rights generally.

2.2. AUTHORITY. The execution, delivery and performance
thereof by the Borrower have been duly authorized by all necessary action of the
Borrower, and do not and will not violate any provision of law or regulation, or
any writ, order or decree of any court or governmental or regulatory authority
or agency or any provision of the governing instruments of the Borrower, and do
not and will not, with the passage of time or the giving of notice, result in a
breach of, or constitute a default or require any consent under, or result in
the creation of any Lien upon any property or assets of the Borrower pursuant
to, any law, regulation, instrument or agreement to which the Borrower is a
party or by which the Borrower or its properties may be subject, bound or
affected.

2.3. FINANCIAL CONDITION. Other than as disclosed in financial
statements delivered on or prior to the date hereof to the Bank, or arising
since the date of such financial statements in the ordinary course of business,
neither the Borrower nor any Subsidiary has any material direct or contingent
obligations or liabilities (including any guarantees or leases) or any material
unrealized or anticipated losses from any commitments of such Person except as
described on Exhibit 2.3 or 2.4 (if any). The Borrower is not aware of any
material adverse fact (other than facts which are generally available to the
public and not particular to the Borrower, such as general economic or industry
trends) concerning the conditions or future prospects of the Borrower or any
Subsidiary which has not been fully disclosed to the Bank, including any
material adverse change in the operations or financial condition of such Person
since the date of the most recent financial statements delivered to the Bank.

2.4. LITIGATION. Except as disclosed on Exhibit 2.4 (if any),
there are no suits or proceedings pending, or to the knowledge of the Borrower
threatened, before any court or by or before any governmental or regulatory
authority, commission, bureau of agency or public regulatory body against or

affecting the Borrower, any Subsidiary, or their assets, which if adversely
determined would have a material adverse effect on the financial condition or
business of the Borrower or such Subsidiary.

2.5. AGREEMENTS, ETC. Neither the Borrower nor any Subsidiary
is a party to any agreement or instrument or subject to any court order,
governmental decree or any charter or other corporate restriction, materially
adversely affecting its business, properties or assets, operations or condition
(financial or otherwise) nor is any such Person in default in the performance,
observance or fulfillment of any of the material obligations, covenants or
conditions contained in any material agreement or instrument to which it is a
party, or any law, regulation, decree, order or the like.

2.6. AUTHORIZATIONS. All authorizations, consents, approvals
and licenses required under applicable law or regulation for the ownership or
operation of the property owned or operated by the Borrower or any Subsidiary or
for the conduct of any business in which it is engaged have been duly issued and
are in full force and effect except where the failure to have any such
authorization, consent, approval or license would not have a material adverse
effect on the business or financial condition of the Borrower, and it is not in
default, nor has any event occurred which with the passage of time or the giving
of notice, or both, would constitute a default, under any of the terms or
provisions of any part thereof, or under any order, decree, ruling, regulation,
closing agreement or other decision or instrument of any governmental
commission, bureau or other administrative agency or public regulatory body
having jurisdiction over such Person, which default would have a material
adverse effect on such Person. Except as noted herein, no approval, consent or
authorization of, or filing or registration with, any governmental commission,
bureau or other regulatory authority or agency is required with respect to the
execution, delivery or performance of any Loan Document.

2.7. TITLE. The Borrower and each Subsidiary has good title to
all of the assets shown in its financial statements free and clear of all Liens,
except Permitted Liens and except for such assets which have been disposed of in
the ordinary course of the Borrower's business since the date of such financial
statements.

2.8. COLLATERAL. The security interests granted to the Bank
herein and pursuant to any other Security Agreement (a) constitute and, as to
subsequently acquired property included in the Collateral covered by the
Security Agreement, will constitute, security interests under the Code entitled
to all of the rights, benefits and priorities provided by the Code and (b) are,
and as to such subsequently acquired Collateral will be fully perfected,
superior and prior to the rights of all third persons, now existing or hereafter
arising, subject only to Permitted Liens. All of the Collateral is intended for
use solely in the Borrower's business.

2.9. LOCATION. The chief executive office of the Borrower
where the Borrower's business records are located is the address designated for
notices in Section 10.4 ("NOTICES") and the Borrower has no other places of
business except as shown on Exhibit 2.9 (if any).

2.10. TAXES. Except to the extent that Borrower maintains a
deferred tax liability as more fully described in Note 5 to the Financial
Statements contained in the Borrower's Annual Report on Form 10-KSB for the
Borrower's fiscal year ended June 30, 1997, the Borrower and each Subsidiary has
filed all federal and state income and other tax returns which, to the best
knowledge of the Borrower, are required to be filed, and have paid all taxes as
shown on said returns and all taxes, including AD VALOREM taxes, shown on all
assessments received by it to the extent that such taxes have become due.
Neither the Borrower nor any Subsidiary is subject to any federal, state or
local tax Liens nor has such Person received any notice of deficiency or other
official notice to pay any taxes. The Borrower and each Subsidiary has paid all
sales and excise taxes payable by it.

2.11. WITHHOLDING TAXES. The Borrower and each Subsidiary has
paid all withholding, FICA and other payments required by federal, state or
local governments with respect to any wages paid to employees.

2.12. LABOR LAW MATTERS. No goods or services have been or
will be produced by the Borrower or any Subsidiary in violation of applicable
labor laws or regulations or any collective bargaining agreement or other labor
agreements or in violation of any minimum wage, wage-and-hour or other similar
laws or regulations, other than violations that would not have a material
adverse effect upon Borrower and any Subsidiary taken as a whole.

2.13. ACCOUNTS. Each Account, instrument, Chattel Paper and
other writing constituting any portion of the Collateral is (a) genuine and
enforceable in accordance with its terms except for such limits thereon arising
from bankruptcy and similar laws relating to creditors' rights; (b) not subject
to any defense, setoff, claim or counterclaim of a material nature against the
Borrower except as to which the Borrower has notified the Bank in writing or
which is ordinary and usual in the conduct of the Borrower's business or
businesses similarly situated; and (c) not subject to any other circumstances
known to the Borrower that would impair the validity, enforceability or amount
of such Collateral except as to which the Borrower has notified the Bank in
writing or which is ordinary and usual in the conduct of the Borrower's business
or businesses similarly situated.

2.14. USE AND LOCATION OF COLLATERAL. The Collateral is
located only, and shall at all times be kept and maintained only, at the
Borrower's location or locations as described herein. No such Collateral is
attached or affixed to any real property so as to be classified as a fixture
unless the Bank has otherwise agreed in writing.

2.15. JUDGMENT LIENS. Neither the Borrower nor any Subsidiary,
nor any of their assets, are subject to any unpaid judgments (whether or not
stayed) or any judgment liens in any jurisdiction.

2.16. INTENT AND EFFECT OF TRANSACTIONS. This Agreement and
the transactions contemplated herein (a) are not made or incurred with intent to
hinder, delay or defraud any person to whom the Borrower has been, is now, or
may hereafter become indebted; (b) do not render the Borrower insolvent nor is
the Borrower insolvent on the date of this Agreement; (c) do not leave the
Borrower with unreasonably small capital with which to engage in its business or
in any business or transaction in which it intends to engage; and (d) are not
entered into with the intent to incur, or with the belief that the Borrower
would incur, debts that would be beyond its ability to pay as such debts mature.

2.17. SUBSIDIARIES. If the Borrower has any Subsidiaries, they
are listed on Exhibit 2.17.

2.18. HAZARDOUS MATERIALS. Except as referenced in Section
6.25, the Borrower's property and improvements thereon have not in the past been
used, are not presently being used, and will not in the future be used for, nor
does the Borrower or any Subsidiary engage in, the handling, storage,
manufacture, disposition, processing, transportation, use or disposal of
hazardous or toxic materials.

2.19. ERISA. As of January 1, 1997, the Borrower maintains a
qualified 401(k) plan for the employees. Additionally, pursuant to its Amended
and Restated 1995 Stock Option Plan, the Borrower has authorized up to 1,200,000
shares of common stock of the Borrower for issuance upon exercise of stock
options granted pursuant to the stock option plan. The stock option plan is not
qualified under the provisions of section 401(a) of the Internal Revenue Code of
1986.

2.20. INVESTMENT COMPANY ACT. Neither the Borrower nor any
Subsidiary is an "investment company" as defined in the Investment Company Act
of 1940, as amended.

2.21. ADDITIONAL REPRESENTATIONS. Any additional
representations or warranties set forth on Exhibit 2.21 (if any) hereto are true
and correct in all material respects.

3. THE ACQUISITION LOAN

3.1. ACQUISITION LOAN. Subject to the terms of this Agreement,
the Bank agrees to lend to the Borrower a total principal amount not to exceed
Five Million Dollars ($5,000,000.00) to be used for acquisition by Borrower of
business entities and assets. The Acquisition Loan shall be evidenced by and
payable in accordance with the terms of a promissory note in the face amount of
$5,000,000.00. The Acquisition Note shall evidence the outstanding principal
balance of the Acquisition Loan, as it may change from time to time. Advances
under the Acquisition Loan shall be subject to the following terms:

(a) Advances of proceeds of the Acquisition Loan
shall be limited to an aggregate of Five Million Dollars ($5,000,000.00)
("Maximum Acquisition Loan Amount") at any time outstanding;

(b) Advances of proceeds of the Acquisition Loan
shall require the prior written consent of Bank in its sole and absolute
discretion.

(c) All Acquisition Advances by the Bank to or for
the account of the Borrower, whether or not in excess of the Maximum Acquisition
Loan Amount, shall be considered part of the Indebtedness under the Acquisition
Note, shall bear interest as provided in the Acquisition Note, and shall be
entitled to all rights and benefits hereunder and under all other Loan
Documents; and

(d) The Borrower shall not request and the Bank will
not be required to consider requests for Acquisition Advances after the Maturity
Date; provided that the Bank may in its discretion extend such date in writing
and further provided that the repayment obligations of the Borrower for
Acquisition Advances made by the Bank after such date (as it may be extended)
shall be binding on the Borrower or other persons liable for any Indebtedness to
the same extent as obligations with respect to Acquisition Advances made prior
to such date.

3.2. LIMITATIONS ON ADVANCES. The outstanding principal
balance of the Acquisition Loan may increase and decrease from time to time, and
Acquisition Advances thereunder may be repaid and reborrowed, but the total of
Acquisition Advances outstanding at any one time under the Acquisition Loan
shall never exceed the Maximum Acquisition Loan Amount.

The Borrower shall immediately pay to the Bank any amount by which the
Acquisition Loan exceeds the Maximum Acquisition Loan Amount. The Bank may, in
its discretion, make, or permit to remain outstanding, Advances to the Borrower
in excess of the Maximum Acquisition Loan Amount and all such amounts shall be
part of the Acquisition Loan and Indebtedness, shall bear interest as provided
in the Acquisition Note, shall be payable ON DEMAND and shall be entitled to all
rights and security provided for herein, in the Security Agreement and all other
Loan Documents.

3.3. NOTICE AND MANNER OF BORROWING. Unless another
satisfactory procedure for disbursements is agreed upon in writing by the
parties, the following procedure will be used for disbursement of proceeds of
the Acquisition Loan. The Borrower shall deliver a written and signed Advance
Request to the Bank not later than 12:00 noon, Jacksonville time, not less than
ten (10) business days prior to the proposed

Advance Date, setting forth the amount of the requested Advance, setting forth
the intended acquisition, and specifying the date (which shall be a Business
Day), and the amount of the proposed Advance of proceeds, and shall furnish to
Bank documentation evidencing the proposed Acquisition in form and substance
reasonably satisfactory to Bank. Any Acquisition Advance shall be subject to the
prior written consent of Bank, which Bank may withhold in its sole discretion.

The time within which any Advance is to be made shall be extended
for the period of any delay beyond Lender's reasonable control. In no event
shall Lender have any liability to Borrower for consequential or special damages
resulting from a failure to fund within the time periods specified above.

3.4. CALCULATION OF INTEREST. All interest under the
Acquisition Note or hereunder shall be calculated on the basis of a 360-day year
for the actual number of days elapsed in an interest period (Actual/360 method),
unless the Bank shall otherwise elect.

3.5. UNUSED FEE. Borrower shall pay to Bank each quarter, for
so long as the Acquisition Loan is outstanding, on the fifteenth day of October,
January, April and August of each year, a fee equal to one-eighth of one percent
(1/8%) of the unused balance of the Acquisition Facility based upon the average
unused balance during the previous calendar quarter.

3.6. REPAYMENT TERMS. All Advances under the Acquisition
Facility shall bear interest at the rate specified in the Acquisition Note.

Interest only on each Acquisition Advance shall be payable monthly
in arrears for a period of six (6) months.

Commencing six months from the date of each Acquisition Advance,
the Advance shall be repayable in equal monthly amortization payments, based
upon a 5 year amortization on the basis of the principal amount of such
Acquisition Advance outstanding on the six month anniversary thereof.

4. THE REVOLVING LOAN

4.1. REVOLVING LOAN. Subject to the terms of this Agreement
the Bank agrees to lend to the Borrower a total principal amount not to exceed
the amount of Five Million Dollars ($5,000,000.00) for working capital to be
used in the operation of the Borrower's business. The Revolving Loan shall be
evidenced by and payable in accordance with the terms of a promissory note in
the face amount of $5,000,000.00. The Revolving Note shall evidence the
outstanding principal balance of the Revolving Loan, as it may change from time
to time. Advances under the Revolving Loan shall be subject to the following
terms:

(a) Advances of proceeds of the Revolving Loan shall
be limited to an aggregate principal of $5,000,000.00 (the "Maximum Revolving
Loan Amount") at any time outstanding;

(b) Advances of proceeds of the Revolving Loan shall
be in increments of One Hundred Thousand Dollars ($100,000.00) each.

(d) All Revolving Advances by the Bank to or for the
account of the Borrower, whether or not in excess of the Maximum Revolving Loan
Amount, shall be considered part of the Indebtedness

under the Revolving Note, shall bear interest as provided in the Revolving Note,
and shall be entitled to all rights and benefits hereunder and under all other
Loan Documents; and

(e) The Borrower shall not request and the Bank will
not be required to consider requests for Revolving Advances after the Maturity
Date; provided that the Bank may in its discretion extend such date in writing
and further provided that the repayment obligations of the Borrower for Advances
made by the Bank after such date (as it may be extended) shall be binding on the
Borrower or other persons liable for any Indebtedness to the same extent as
obligations with respect to Advances made prior to such date.

4.2. LIMITATIONS ON REVOLVING LOAN ADVANCES. The outstanding
principal balance of the Revolving Loan may increase and decrease from time to
time, and Advances thereunder may be repaid and reborrowed, but the total of
Advances outstanding at any one time under the Revolving Loan shall never exceed
the Maximum Revolving Loan Amount. All prepayments shall be in increments of One
Hundred Thousand Dollars ($100,000.00) each.

The Borrower shall immediately pay to the Bank any amount by which the Revolving
Loan exceeds the Maximum Revolving Loan Amount. The Bank may, in its discretion,
make, or permit to remain outstanding, Revolving Advances to the Borrower in
excess of the Maximum Revolving Loan Amount and all such amounts shall be part
of the Loan and Indebtedness, shall bear interest as provided in the Revolving
Note, shall be payable on demand and shall be entitled to all rights and
security provided for herein, the Security Agreement and all other Loan
Documents.

4.3. NOTICE AND MANNER OF BORROWING. Unless another
satisfactory procedure for disbursements is agreed upon in writing by the
parties, the following procedure will be used for disbursement of proceeds of
the Revolving Loan. The Borrower shall deliver a written and signed Advance
Request to the Bank not later than 12:00 noon, Jacksonville, Florida, time, on
the Business Day of the proposed Advance Date, specifying the date (which shall
be a Business Day), and the amount of the proposed Advance of proceeds, and
providing such other information as the Bank may require.

4.4. CALCULATION OF INTEREST. All interest under the Note or
hereunder shall be calculated on the basis of a 360-day year for the actual
number of days elapsed in an interest period (Actual/360 method), unless the
Bank shall otherwise elect.

4.5. OVERDUE AMOUNTS. Any payments not made as and when due
shall bear interest from the date due until paid at the Default Rate.

4.6. UNUSED FEE. Borrower shall pay to Bank each quarter for
so long as the Revolving Loan is outstanding, on the fifteenth day of October,
January, April and August of each year, a fee equal to one-eighth of one percent
(1/8%) of the unused balance of the Revolving Facility based upon the average
unused balance during the previous calendar quarter.

4.7. 30 DAY CLEAN UP REQUIREMENT. During each year between
August 1 and the succeeding August 31st, Borrower shall repay in full the
Revolving Loan and not borrow any additional funds thereunder for a period not
less than 30 days, so that for a period of not less than 30 days each year there
shall be no outstanding Advances under the Revolving Loan.

4.8. REPAYMENT TERMS. All Advances under the Revolving
Facility shall bear interest at the rate specified in the Revolving Note.
Interest only on the Advances shall be payable quarterly in arrears on the
fifteenth day of each October, January, April and August of each year. The
entire outstanding principal balance plus unpaid accrued interest thereon shall
be repayable on the Maturity Date of August 31, 2001.

4.9. LETTERS OF CREDIT; BANKER'S ACCEPTANCES.

(a) At its discretion the Bank may from time to time
issue, extend or renew letters of credit and banker's acceptances for the
account of the Borrower or its Subsidiaries. The availability of Advances under
the Revolving Loan shall be reduced by outstanding obligations of the Bank under
any letters and banker's acceptances issued, extended or renewed pursuant to
this Agreement. All payments made by the Bank under any such letters of credit
or banker's acceptances and all fees, commissions, discounts and other amounts
owed or to be owed to the Bank in connection therewith, shall be deemed to be
Revolving Advances under the Revolving Note, shall be secured by the Collateral,
and shall be repaid on demand. The Borrower shall complete and sign such
applications and supplemental agreements and provide such other documentation as
the Bank may reasonably require. The form and substance of all letters of credit
and acceptances, including expiration dates, shall be subject to the Bank's
approval. The Bank may charge a fee or commission for issuance, renewal or
extension of a letter of credit or acceptance. The Borrower unconditionally
guarantees all obligations of any Subsidiary with respect to letters of credit
issued by the Bank for the account of such Subsidiary and all acceptances of any
Subsidiaries' drafts. If after the occurrence of an Event of Default the Bank
should accelerate and demand payment of the Revolving Loan, the Borrower shall,
on demand, deliver to the Bank good funds equal to 100% of the Bank's maximum
liability under all outstanding letters of credit and banker's acceptances
issued for the account of the Borrower and its Subsidiaries under this
Agreement, to be held as cash collateral for the Borrower's reimbursement
obligations and other indebtedness.

(b) In order to induce Bank to issue letters of
credit and banker's acceptances, the Borrower agrees that neither Bank nor its
correspondents or agents shall be liable or responsible for, and the Borrower's
unconditional obligation to reimburse Bank for draws under and payments made by
the Bank in respect to such letters of credit and bankers acceptances shall not
be affected by, any event or circumstance, including without limitation: (i) the
validity, enforceability, genuineness or sufficiency of documents or of any
endorsement thereon existing in connection with any such letter of credit or
banker's acceptance, even if such documents should in fact prove in any or all
respects to be invalid unenforceable, insufficient, fraudulent or forged; (ii)
any breach of contract or other dispute between the Borrower and any beneficiary
of a letter of credit or holder of a draft accepted by the Bank; (iii) payment
by the Bank upon presentation of a draft or documents which do not comply in any
respect with the terms of such letter of credit or draft; (iv) loss of or damage
to any collateral; (v) the invalidity or insufficiency of any endorsements; (vi)
delay in giving or failure to give notice of arrival or any other notice; (vii)
failure of any instrument to bear any reference or adequate reference to the
letter of credit or draft or to documents to accompany any instrument at
negotiation; or (viii) failure of any person to note the amount of any payment
on the reverse of the letter of credit or to surrender to or take up the letter
of credit or draft or to forward documents in the manner required by the letter
of credit or draft; or (ix) any other matter whatsoever excepting only with
respect to each of the foregoing items the gross negligence (or negligence as to
(iii) above) or willful misconduct of the Bank or its agent. The Borrower agrees
that any action taken or permitted to be taken by the Bank or its agent under or
in connection with any letter of credit or banker's acceptance, including
related drafts, documents, or property, unless constituting gross negligence or
willful misconduct (or negligence as to (iii) above on the part of the
Bank or its agent), shall be binding on the Borrower and shall not create any
resulting liability to the Borrower on the part of the Bank or its agent. The
Borrower will promptly examine a copy of the letter of credit (and any

amendments thereof) or draft sent to it by the Bank or its agent, and the
Borrower will immediately notify the Bank in writing of any claim or
irregularity.

(c) Any letter of credit issued hereunder shall be
governed by the Uniform Customs of Practice for Documentary Credit (1993 Rev.),
International Chamber of Commerce Publication No. 500, as revised from time to
time.

5. CONDITIONS PRECEDENT TO BORROWING. Prior to any Advance of the
proceeds of any Loans, the following conditions shall have been satisfied, in
the sole opinion of the Bank and its counsel:

5.1. CONDITIONS PRECEDENT TO INITIAL ADVANCE. In addition to
any other requirement set forth in this Agreement, the Bank will not make the
initial Advance under the Loans unless and until the following conditions shall
have been satisfied:

(a) LOAN DOCUMENTS. The Borrower and each other party
to any Loan Documents, as applicable, shall have executed and delivered this
Agreement, the Notes, and other required Loan Documents, all in form and
substance satisfactory to the Bank.

(b) SUPPORTING DOCUMENTS. The Borrower shall cause to
be delivered to the Bank the following documents:

(i) A copy of the governing instruments of
the Borrower and each Subsidiary, and a good standing certificate of the
Borrower and each Subsidiary, certified by the appropriate official of its state
of incorporation and the State of Florida, if different;

(ii) Incumbency certificate and certified
resolutions of the board of directors (or other appropriate Persons) of the
Borrower executing any Loan Documents authorizing the execution, delivery and
performance of the Loan Documents; and

(iii) UCC-11 searches and other Lien
searches showing no existing security interests in or Liens on the Collateral
other than the security interests of the Bank and other than Permitted Liens.

(c) INSURANCE. The Borrower shall have delivered to
the Bank satisfactory evidence of insurance meeting the requirements of Section
6.3 ("INSURANCE").

(d) PERFECTION OF LIENS. UCC-l financing statements
covering the Collateral executed by the Borrower shall duly have been recorded
or filed in the manner and places required by law to establish, preserve,
protect and perfect the interests and rights created or intended to be created
by this Agreement and any other Security Agreement; and all taxes, fees and
other charges in connection with the execution, delivery and filing of this
Agreement, the Security Agreement and the financing statements shall duly have
been paid.

(e) ADDITIONAL DOCUMENTS. The Borrower shall have
delivered to the Bank all additional opinions, documents, certificates and other
assurances that the Bank or its counsel may reasonably require.

5.2. CONDITIONS PRECEDENT TO EACH ADVANCE. The following
conditions, in addition to any other requirements set forth in this Agreement,
shall have been met or performed by the applicable Advance Date with respect to
any Advance Request:

(a) ADVANCE REQUEST. The Borrower shall have
delivered to the bank an Advance Request and other information, as required
under in Section 3 or 4, as applicable ("NOTICE AND MANNER OF BORROWING").

(b) NO DEFAULT. No Default shall have occurred and be
continuing or will occur upon the making of the Advance in question and the
Borrower shall have delivered to the Bank an officer's certificate to such
effect, which shall be incorporated in the Advance Request.

(c) CORRECTNESS OF REPRESENTATIONS. All
representations and warranties made by the Borrower shall be true and correct
with the same effect as though the representations and warranties had been made
on and as of the proposed Advance Date and the Borrower shall have delivered to
the Bank an officer's certificate to such effect, which shall be incorporated in
the Advance Request.

(d) NO ADVERSE CHANGE. There shall have been no
material adverse change in the condition, financial or otherwise, of the
Borrower from such condition as it existed on the date of the most recent
financial statements of such Person delivered prior to date hereof.

(e) FURTHER ASSURANCES. The Borrower shall have
delivered such further documentation or assurances as the Bank may reasonably
require.

6. COVENANTS OF THE BORROWER. The Borrower covenants and agrees that
from the date hereof and until payment in full of the Indebtedness and the
formal termination of this Agreement, unless the Bank shall otherwise consent in
writing, the Borrower and each Subsidiary:

6.1. USE OF LOAN PROCEEDS. Shall use the proceeds of the Loans
only for the commercial purposes permitted herein or otherwise permitted by the
Bank and furnish the Bank all evidence that it may reasonably require with
respect to such use.

6.2. MAINTENANCE OF BUSINESS AND PROPERTIES. Shall at all
times maintain, preserve and protect all Collateral and all the remainder of its
material property used or useful in the conduct of its business, and keep the
same in good repair, working order and condition, and from time to time make, or
cause to be made, all material needful and proper repairs, renewals,
replacements, betterments and improvements thereto so that the business carried
on in connection therewith may be conducted properly and in accordance with
standards generally accepted in businesses of a similar type and size at all
times, and maintain and keep in full force and effect all licenses and permits
necessary to the proper conduct of its business.

6.3. INSURANCE. Shall maintain such liability insurance,
malpractice insurance, workers' compensation insurance, business interruption
insurance and casualty insurance as may be required by law, customary and usual
for prudent businesses in its industry or as may be reasonably required by the
Bank and shall insure and keep insured all Collateral and other properties in
good and responsible insurance companies satisfactory to the Bank. All hazard
insurance covering Collateral shall be in amounts and shall contain co-insurance
and deductible provisions approved by the Bank, shall name and directly insure
the Bank as secured party and loss payee under a long-form New York standard
loss payee clause, or its equivalent, and shall not be terminable except upon 30
days' written notice to the Bank.

6.4. NOTICE OF DEFAULT. Shall provide to the Bank immediate
notice of (a) the occurrence of a Default, (b) any material litigation or
material changes in existing litigation or any judgment against it or its
assets, (c) any material damage or loss to property in excess of applicable
insurance coverage therefor, (d) any notice from taxing authorities as to
claimed deficiencies or any tax lien or any notice relating to alleged ERISA
violations, (e) any Reportable Event, as defined in ERISA, (f) any rejection,
return, offset, dispute, loss or other circumstance having a material adverse
effect on any Collateral, and (g) any loss or threatened loss of material
licenses or permits.

6.5. INSPECTIONS. Shall permit inspections of the Collateral
and the records of such Person pertaining thereto, at such times and in such
manner as may be reasonably required by the Bank and shall further permit such
inspection, review and audits of its other records and its properties (with such
reasonable frequency and at such reasonable times as the Bank may desire) by the
Bank as the Bank may deem necessary or desirable from time to time. The cost of
such audits, reviews and inspections shall be borne by the Borrower; provided
that, so long as no material adverse change in the business or financial
condition of the Borrower shall have occurred in the reasonable discretion of
the Bank, the Borrower shall not be obligated to pay the cost of any such audit,
review or inspection conducted more frequently than once in each twelve-month
period commencing on the Closing Date.

6.6. FINANCIAL INFORMATION. Shall maintain books and records
in accordance with generally accepted accounting principles and shall furnish to
the Bank the following periodic financial information:

(a) QUARTERLY REPORTS. Within 45 days after the end
of each fiscal quarter, an income statement and a balance sheet prepared in
accordance with generally accepted accounting principles, as at the end of any
for such month and year-to-date, each certified by the chief financial officer
or president of the Borrower as being true and accurate (subject to year end
audit adjustments);

(b) ANNUAL REPORTS. Within 90 days after the end of
each fiscal year, an income statement and a reconciliation of surplus statement
of the Borrower for such year, and a balance sheet as of the end of such year
prepared in accordance with generally accepted accounting principles, audited by
an independent certified public accounting firm consisting of any one of the
largest six accounting firms in the United States as selected by the Borrower;
and

(c) ACCOUNTS RECEIVABLE REPORTS. Within 30 days after
the end of each fiscal year, a report listing Accounts of the Borrower as of the
last Business Day of the year (the "Accounts Receivable Report") which should
include the amount and age of each Account, the name and mailing address of each
Account Debtor and such other information as the Bank may reasonably require,
all in reasonable detail and in form reasonably acceptable to the Bank; and

(d) NO DEFAULT CERTIFICATES. Together with each
report required by Subsection (a) and (b), shall submit a certificate of its
president or chief financial officer that no Default or Event of Default then
exists or if a Default or Event of Default exists, the nature and duration
thereof and the Borrower's intention with respect thereto. If the Borrower has
Subsidiaries, the financial statements required above shall be in consolidated
and, if required by the Bank, consolidating form for the Borrower and all
Subsidiaries required by generally accepted accounting principles to be
consolidated for financial reporting purposes. In addition to the financial
statements required herein, the Bank reserves the right in its reasonable
discretion to require other or additional financial or other information
concerning the Borrower, its Subsidiaries, and/or the Collateral.

6.7. DEBT. Shall not create or permit to exist any Debt,
including any guaranties or other contingent obligations, except Permitted Debt.

6.8. LIENS. Shall not create or permit to exist any Liens on
any of its property except Permitted Liens.

6.9. EXECUTIVE COMPENSATION. Shall not pay on an annual basis
more than $500,000 (plus the other cost-of-living increases, bonuses and other
benefits provided in that certain ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Employment Agreement,
dated as of September 11, 1996, between Zanart Entertainment Incorporated, and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇), in any calendar year to the primary executive of Borrower
(the "Key Executive"), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.

6.10. YEAR 2000 COMPATIBILITY. Borrower shall take all actions
necessary to assure that Borrower's computer based systems are able to operate
and effectively process data including dates on and after January 1, 2000. At
the request of Bank, Borrower shall provide Bank assurance acceptable to Bank of
Borrower's Year 2000 compatibility.

6.11. KEY EXECUTIVE AS PRIMARY OFFICER. Shall not allow or
permit ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to be removed or discharged or terminated from his
position as the Chief Executive Officer of Borrower.

6.12. CORPORATE ACCOUNT. Shall maintain its primary operating
and cash management accounts with Lender.

6.13. DIVIDENDS. Shall not pay or declare any dividends (other
than stock dividends) or other distribution or purchase, redeem or otherwise
acquire any stock or other equity interests or pay or acquire any debt
subordinate to the Indebtedness unless, after giving effect thereto, there shall
be no Default hereunder and such payment or acquisition is specifically
permitted by Exhibit 6.13 hereto (if any); provided, however, that any
Subsidiary may pay dividends to the Borrower or another Subsidiary wholly-owned
by the Borrower.

6.14. MERGER, SALE, ETC. Shall maintain its corporate
existence, good standing and necessary qualifications to do business and shall
not merge or consolidate with any Person or (except acquisitions which are
financed in whole or in part with the proceeds of the Loans or are otherwise
permitted by the Bank in accordance with the provisions of the Agreement and the
merger of any Subsidiaries of the Borrower with and into each other and/or with
and into the Borrower) acquire all or substantially all of the assets of, or 70%
or more of any class of equity interest of, any Person or sell, lease, assign or
otherwise dispose of any Collateral or substantial portion of its other assets
(other than sales of obsolete or worn-out equipment and sales of Inventory in
the ordinary course of business), or sell or otherwise dispose of stock of any
Subsidiary (other than to another Subsidiary which is a Guarantor of the Loans
or to Borrower).

6.15. LOANS AND OTHER INVESTMENTS. Except to the extent of the
contingent liabilities described in Exhibit 2.3 to this Agreement, shall not
make or permit to exist any advances or loans to, or guarantee or become
contingently liable, directly or indirectly, in connection with the obligations,
leases, stock or dividends of, or own, purchase or make any commitment to
purchase any stock, bonds, notes, debentures or other securities of, or any
interest in, or make any capital contributions to (all of which are sometimes
collectively referred to herein as "Investments") any Person except for (a)
purchases of direct obligations of the federal government, (b) deposits in
commercial banks, (c) commercial paper of any U.S. corporation having the
highest ratings then given by ▇▇▇▇▇'▇ Investors Service, Inc. or Standard &
Poor's Corporation, (d) investments in Subsidiaries, (e) endorsement of
negotiable instruments for collection in the ordinary course of business, and
(f) acquisitions permitted under this Agreement.

6.16. CHANGE IN BUSINESS. Shall not enter into any business
which is substantially different from the business or businesses in which it is
presently engaged.

6.17. ACCOUNTS. (a) shall not sell, assign or discount any of
its Accounts, Chattel Paper or any promissory notes held by it other than the
discount of such notes in the ordinary course of business for collection; and
(b) shall notify the Bank promptly in writing with any discount, offset or other
deductions not shown on the face of an Account invoice and any dispute over an
Account, and any information relating to an adverse change in any Account
Debtor's financial condition or ability to pay its obligations.

6.18. TRANSACTIONS WITH AFFILIATES. Shall not directly or
indirectly purchase, acquire or lease any property from, or sell, transfer or
lease any property to, or otherwise deal with, in the ordinary course of
business or otherwise, any Affiliate (other than a Subsidiary); provided,
however, that any acts or transactions prohibited by this Section may be
performed or engaged in, if upon terms not less favorable to the Borrower or
such Subsidiary than if no such relationship existed. Any such Affiliate may be
a director, officer, employee of the Borrower or any Subsidiary, subject to the
limitations on compensation contained in this Section and elsewhere in this
Agreement.

6.19. NO CHANGE IN NAME, OFFICES; REMOVAL OF COLLATERAL. Shall
not, unless it shall have given 60 days' advance written notice thereof to the
Bank, (a) change its name or the location of its chief executive office or other
office where books or records are kept or (b) permit any Inventory or other
tangible Collateral to be located at any location other than as specified in
Section 2.9. ("LOCATION"), provided, that Bank acknowledges that Borrower
intends to move its headquarters to the City of Coral Gables, Florida.

6.20. NO SALE, LEASEBACK. Shall not enter into any
sale-and-leaseback or similar transaction.

6.21. MARGIN STOCK. Shall not use any proceeds of the Loan to
purchase or carry any margin stock (within the meaning of Regulation U of the
Board of Governors of Federal Reserve System) or extend credit to others for the
purpose of purchasing or carrying any margin stock.

6.22. PAYMENT OF TAXES, ETC. Shall pay before delinquent all
of its debts and taxes except that the Bank shall not unreasonably withhold its
consent to nonpayment of taxes being actively contested in accordance with law
(provided that the Bank may require bonding or other reasonable assurances if
such contest were to pose a material threat to the lien or priority of the Bank
Security interest in any Collateral or the forfeiture of any Collateral).
Provided, however, that Borrower shall be permitted to continue to defer payment
of the Deferred Taxes to the extent that, and for so long as, such deferral is
permitted in accordance with generally accepted accounting principles and is not
inconsistent with the provisions of the Internal Revenue Code of 1986 as
amended.

6.23. SUBORDINATION. Shall cause all debt and other
obligations now or hereafter owed to any Affiliate to be subordinated in right
of payment and security to the Indebtedness in accordance with subordination
agreements reasonably satisfactory to the Bank. Provided, however, that the
Borrower shall be permitted to pay its Affiliates wages, salaries and director's
fees (subject, in the case of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, to the limitations contained
elsewhere in the Agreement, as amended hereby) at a fair and reasonable rate and
payment of such services rendered or property furnished to the Borrower at a
fair and reasonable value.

6.24. COMPLIANCE; HAZARDOUS MATERIALS. Shall strictly comply
with all laws, regulations, ordinances and other legal requirements,
specifically including, without limitation, ERISA, all securities laws and all
laws relating to hazardous materials and the environment. Neither the Borrower
nor any Subsidiary

shall engage in the storage, manufacture, disposition, processing, handling, use
or transportation of any hazardous or toxic materials, whether or not in
compliance with applicable laws and regulations.

6.25. SUBSIDIARIES. Except with respect to acquisitions
permitted under this Agreement, shall not acquire, form or dispose of any
Subsidiaries or permit any Subsidiary to issue capital stock except to its
parent.

6.26. COMPLIANCE WITH ASSIGNMENT LAWS. Shall if reasonably
required by the Bank comply with the Federal Assignment of Claims Act and any
other applicable law relating to assignment of government contracts.

6.27. FURTHER ASSURANCES. Shall take such further action and
provide to the Bank such further assurances as may be reasonably requested to
ensure compliance with the intent of this Agreement and the other Loan
Documents.

6.28. WITHHOLDING TAXES. Pay as and when due all employee
withholding, FICA and other payments required by federal, state and local
governments with respect to wages paid to employees.

6.29. OTHER COVENANTS. Shall comply with such additional
covenants as may be set forth in Exhibit 6.29 hereto.

7. DEFAULT.

7.1. EVENTS OF DEFAULT. Each of the following shall constitute
an Event of Default:

(a) Any representation or warranty made by the
Borrower herein or therein or in any certificate or report furnished in
connection herewith or therewith shall prove to have been untrue or incorrect in
any material respect when made; or

(b) There shall occur any default by the Borrower in
the payment, when due, of any principal of or interest on the Notes, or any of
the Notes, any amounts due hereunder or any other Loan Document or any other
Indebtedness (not cured within any grace period provided in such Note or in the
document or instrument evidencing such Indebtedness), it being expressly
understood and agreed that a default under any of the Acquisition Note or the
Revolving Note shall constitute a default under all Notes;

(c) There shall occur any default by the Borrower in
the performance of any agreement, covenant or obligation contained in this
Agreement or such Loan Document not provided for elsewhere in this Section 7 and
such default is not cured within any grace period provided in this Agreement or
such other Loan Document in respect to such default;

(d) Any other obligation now or hereafter owed by the
Borrower or any Subsidiary to the Bank shall be in default and not cured within
any applicable period of grace provided therein or any such Person shall be in
default under any other obligation for the payment of money in excess of
$500,000.00 owed to any other obligee, which default entitles the obligee to
accelerate any such obligations or exercise other remedies with respect thereto;
or

(e) The Borrower or any Subsidiary shall (i)
voluntarily liquidate or terminate operations or apply for or consent to the
appointment of, or the taking of possession by, a receiver, custodian, trustee
or liquidator of such Person or of all or of a substantial part of its assets,
(ii) admit in writing its inability,

or be generally unable, to pay its debts as the debts become due, (iii) make a
general assignment for the benefit of its creditors, (iv) commence a voluntary
case under the federal Bankruptcy Code (as now or hereafter in effect), (v) file
a petition seeking to take advantage of any other law relating to bankruptcy,
insolvency, reorganization, winding-up, or composition or adjustment of debts,
(vi) fail to controvert in a timely and appropriate manner, or acquiesce in
writing to, any petition filed against it in an involuntary case under the
Bankruptcy Code, or (vii) take any corporate action for the purpose of effecting
any of the foregoing; or

(f) Without its application, approval or consent, a
proceeding shall be commenced, in any court of competent jurisdiction, seeking
in respect of such Person any remedy under the federal Bankruptcy Code, the
liquidation, reorganization, dissolution, winding-up, or composition or
readjustment of debt, the appointment of a trustee, receiver, liquidator or the
like of such Person, or of all or any substantial part of the assets of such
Person, or other like relief under any law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or adjustment of debts which is not
dismissed within sixty (60) days of the commencement thereof; or

(g) Any security interest or Lien of the Bank
hereunder or under any other Security Agreement shall not constitute a perfected
security interest of first priority in the Collateral thereby encumbered,
subject only to Permitted Liens; or

(h) There shall occur any material loss, theft,
damage or destruction of any of the Collateral, which loss is not fully insured
unless the Borrower provides additional Collateral or other adequate assurances
to the Bank upon demand; or

(i) A judgment in excess of $100,000.00 shall be
rendered against the Borrower or any Subsidiary and shall remain undischarged,
undismissed and unstayed for more than ten days (except judgments validly
covered by insurance with a deductible of not more than $100,000.00) or there
shall occur any levy upon, or attachment, garnishment or other seizure of, any
material portion of the Collateral or other assets of the Borrower or, any
Subsidiary by reason of the issuance of any tax levy, judicial attachment or
garnishment or levy of execution which remains undischarged, undismissed and
unstayed for more than ten days; or

(j) Changes occur in the Federal regulations or laws
governing Medicare and/or Medicaid programs which materially adversely impact
the operations and business of Borrower, in the reasonable opinion of Bank.

7.2. REMEDIES. If any Default shall occur, the Bank may,
without notice to the Borrower, at its option, withhold further Advances to the
Borrower of proceeds of the Loans. Should (a) any nonmonetary Event of Default
occur and not be cured within thirty (30) days following delivery of written
notice thereof by the Bank to the Borrower (which notice shall be complete upon
hand or overnight delivery or upon facsimile delivery or mailing by certified
mail, return receipt requested) or, if such nonmonetary default is not curable
with said 30 day period, if action to cure is commenced within said 30 day
period and diligently pursued, and the Collateral or the security for the Loan
is not impaired, a reasonable time to cure shall be afforded, not to exceed a
total of ninety (90) days after such notice or (b) any monetary Event of Default
occur, the Bank may declare any or all Indebtedness to be immediately due and
payable (if not earlier demanded), bring suit against the Borrower to collect
the Indebtedness, exercise any remedy available to the Bank hereunder and
take any action or exercise any remedy provided herein or in any other Loan
Document or under applicable law. No remedy shall be exclusive of other remedies
or impair the right of the Bank to exercise any other remedies.

7.3. RECEIVER. In addition to any other remedy available to
it, the Bank shall have the absolute right, upon the occurrence of an Event of
Default, to seek and obtain the appointment of a receiver to take possession of
and operate and/or dispose of the business and assets of the Borrower and any
costs and expenses incurred by the Bank in connection with such receivership
shall bear interest at the Default Rate and shall be secured by all Collateral.

8. SECURITY AGREEMENT.

8.1. SECURITY INTEREST.

(a) As security for the payment and performance of
any and all of the Indebtedness and the performance of all other obligations and
covenants of the Borrower hereunder and under the Loan Documents, certain or
contingent, now existing or hereafter arising, which are now, or may at any time
or times hereafter be owing by the Borrower to the Bank, the Borrower hereby
pledges to the Bank and give the Bank a continuing security interest in and
general Lien upon and right of set-off against, all right, title and interest of
the Borrower in and to the Collateral, whether now owned or hereafter acquired
by the Borrower.

(b) Except as herein or by applicable law otherwise
expressly provided, the Bank shall not be obligated to exercise any degree of
care in connection with any Collateral in its possession, to take any steps
necessary to preserve any rights in any of the Collateral or to preserve any
rights therein against prior parties, and the Borrower agrees to take such
steps. In any case the Bank shall be deemed to have exercised reasonable care if
it shall have taken such steps for the care and preservation of the Collateral
or rights therein as the Borrower may have reasonably requested the Bank to take
and the Bank's omission to take any action not requested by the Borrower shall
not be deemed a failure to exercise reasonable care. No segregation or specific
allocation by the Bank of specified items of Collateral against any liability of
the Borrower shall waive or affect any security interest in or Lien against
other items of Collateral or any of the Bank's options, powers or rights under
this Agreement or otherwise arising.

(c) Upon the occurrence of an Event of Default and
the expiration of any applicable grace or cure period the Bank may at any time
and from time to time, with or without notice to the Borrower, (i) transfer into
the name of the Bank or the name of the Bank's nominee any of the Collateral,
(ii) notify any Account Debtor or other obligor of any Collateral to make
payment thereon direct to the Bank of any amounts due or to become due thereon
and (iii) receive and after a default direct the disposition of any proceeds of
any Collateral.

(d) In the event that Borrower and Bank execute any
International Swap Dealers Association (ISDA) Master Agreements and Schedules
then the Collateral shall also secure such ISDA Master Agreement and Schedules,
together with confirmation letters, which may hereafter be executed between
Borrower and Bank.

8.2. REMEDIES.

(a) If an Event of Default shall have occurred and be
continuing, without waiving any of its other rights hereunder or under any other
Loan Documents, the Bank shall have all rights and remedies of a secured party
under the Code (and the Uniform Commercial Code of any other applicable
jurisdiction) and such other rights and remedies as may be available hereunder,
under other applicable law or pursuant to contract. If requested by the Bank,
the Borrower will promptly assemble the Collateral and make it available to the
Bank at a place to be designated by the Bank. The Borrower agrees that any
notice by the Bank of the sale or disposition of the Collateral or any other
intended action hereunder, whether required by

the Code or otherwise, shall constitute reasonable notice to the Borrower if the
notice is mailed to the Borrower by regular or certified mail, postage prepaid,
at least ten days before the action to be taken. The Borrower shall be liable
for any deficiencies in the event the proceeds of the disposition of the
Collateral do not satisfy the Indebtedness in full.

(b) If an Event of Default shall have occurred and be
continuing, the Bank may demand, collect and ▇▇▇ for all amounts owed pursuant
to Accounts, General Intangibles, Chattel paper or for proceeds of any
Collateral (either in the Borrower's name or the Bank's name at the latter's
option), with the right to enforce, compromise, settle or discharge any such
amounts. The Borrower appoints the Bank as the Borrower's attorney-in-fact to
endorse the Borrower's name on all checks, commercial paper and other
instruments pertaining to Collateral or proceeds.

8.3. POWER OF ATTORNEY. The Borrower authorizes the Bank at
the Borrower's expense to file any financing statements relating to the
Collateral (without the Borrower's signature thereon) which the Bank reasonably
deems appropriate and the Borrower irrevocably appoints the Bank as its
attorney-in-fact to execute any such financing statements in the Borrower's name
and to perform all other acts which the Bank reasonably deems appropriate to
perfect and to continue perfection of the security interest of the Bank. The
Borrower hereby appoints the Bank as the Borrower's attorney-in-fact to, upon
the occurrence and continuance of any Event of Default, endorse, present and
collect on behalf of the Borrower and in the Borrower's name any draft, checks
or other documents necessary or desirable to collect any amounts which the
Borrower may be owed.

8.4. ENTRY. The Borrower hereby irrevocably consents to any
act by the Bank or its agents in entering upon any premises for the purposes of
inspecting the Collateral and the Borrower hereby waives its right to assert
against the Bank or its agents any claim based upon trespass or any similar
cause of action for entering upon any premises where the Collateral may be
located.

8.5. DEPOSITS; INSURANCE. Upon the occurrence and continuance
of an Event of Default, the Borrower authorizes the Bank to collect and apply
against the Indebtedness when due any cash or deposit accounts in its
possession, and any refund of insurance premiums or any insurance proceeds
payable on account of the loss or damage to any of the Collateral and
irrevocably appoints the Bank as its attorney-in-fact to endorse any check or
draft or take other action necessary to obtain such funds.

8.6. OTHER RIGHTS. The Borrower authorizes the Bank without
affecting the Borrower's obligations hereunder or under any other Loan Document
from time to time (i) to take from any party and hold additional Collateral or
guaranties for the payment of the Indebtedness or any part thereof, and to
exchange, enforce or release such collateral or guaranty of payment of the
Indebtedness or any part thereof and to release or substitute any endorser or
guarantor or any party who has given any security interest in any collateral as
security for the payment of the Indebtedness or any part thereof or any party in
any way obligated to pay the Indebtedness or any part thereof; and (ii) upon the
occurrence and continuance of any Event of Default to direct the manner of the
disposition of the Collateral and the enforcement of any endorsements,
guaranties, letters of credit or other security relating to the Indebtedness or
any part thereof as the Bank in its sole discretion may determine.

8.7. ACCOUNTS. Upon the occurrence and continuance of any
Event of Default, the Bank may notify any Account Debtor of the Bank's security
interest and may direct such Account Debtor to make payment directly to the Bank
for application against the Indebtedness. Any such payments received by or on
behalf of the Borrower at any time, whether before or after default, shall be
the property of the Bank, shall be held in trust for the Bank and not commingled
with any other assets of any Person (except to the extent they may be commingled
with other assets of the Borrower in an account with the Bank) and shall be
immediately
20

delivered to the Bank in the form received. The Bank shall have the right to
apply any proceeds of Collateral to such of the Indebtedness as it may
determine.

8.8. TANGIBLE COLLATERAL. Except as otherwise provided herein
or agreed to in writing by the Bank, no Inventory or other tangible Collateral
shall be commingled with, or become an accession to or part of, any property of
any other Person so long as such property is Collateral. Upon the occurrence and
continuance of any Event of Default, the Borrower shall, upon the request of the
Bank, promptly assemble all tangible Collateral for delivery to the Bank or its
agents. No tangible Collateral shall be allowed to become a fixture unless the
Bank shall have given its prior written authorization.

8.9. WAIVER OF MARSHALLING. The Borrower hereby waives any
right it may have to require marshalling of its assets.

9. ARBITRATION. Upon demand of any party hereto, whether made before or
after institution of any judicial proceeding, any dispute, claim or controversy
arising out of, connected with or relating to this Agreement, and other Loan
Documents ("Disputes") between or among parties to this Agreement, shall be
resolved by binding arbitration as provided herein. Institution of a judicial
proceeding by a party does not waive the right of that party to demand
arbitration hereunder. Disputes may include, without limitation, tort claims,
counterclaims, disputes as to whether a matter is subject to arbitration, claims
brought as class actions, claims arising from Loan Documents executed in the
future, or claims arising out of or connected with the transaction reflected by
this Agreement.

Arbitration shall be conducted under and governed by the Commercial
Financial Disputes Arbitration Rules (the "Arbitration Rules") of the American
Arbitration Association (the "AAA") and Title 9 of the U.S. Code. All
arbitration hearings shall be conducted in the city in which the office of Bank
first stated above is located. The expedited procedures set forth in Rule 51 ET
SEQ. of the Arbitration Rules shall be applicable to claims of less than
$1,000,000. All applicable statutes of limitation shall apply to any Dispute. A
judgment upon the award may be entered in any court having jurisdiction. The
panel from which all arbitrators are selected shall be comprised of licensed
attorneys. The single arbitrator selected for expedited procedure shall be a
retired judge from the highest court of general jurisdiction, state or federal,
of the state where the hearing will be conducted or if such person is not
available to serve, the single arbitrator may be a licensed attorney.
Notwithstanding the foregoing, this arbitration provision does not apply to
disputes under or related to swap agreements.

9.1. PRESERVATION AND LIMITATION OF REMEDIES. Notwithstanding
the preceding binding arbitration provisions, Bank and Borrower agree to
preserve, without diminution, certain remedies that any party hereto may employ
or exercise freely, independently or in connection with an arbitration
proceeding or after an arbitration action is brought. Bank and Borrower shall
have the right to proceed in any court of proper jurisdiction or by self-help to
exercise or prosecute the following remedies, as applicable: (i) all rights to
foreclose against any real or personal property or other security by exercising
a power of sale granted under Loan Documents or under applicable law or by
judicial foreclosure and sale, including a proceeding to confirm the sale; (ii)
all rights of self-help including peaceful occupation of real property and
collection of rents, set-off, and peaceful possession of personal property; and
(iii) obtaining provisional or ancillary remedies including injunctive relief,
sequestration, garnishment, attachment, appointment of receiver and filing an
involuntary bankruptcy proceeding. Preservation of these remedies does not limit
the power of an arbitrator to grant similar remedies that may be requested by a
party in a Dispute.

Borrower and Bank agree that they shall not have a remedy of punitive or
exemplary damages against the other in any Dispute and hereby waive any right or
claim to punitive or exemplary damages they have now or

which may arise in the future in connection with any Dispute whether the
Disputes is resolved by arbitration or judicially.

10. MISCELLANEOUS.

10.1. NO WAIVER, REMEDIES CUMULATIVE. No failure on the part
of the Bank to exercise, and no delay in exercising, any right hereunder or
under any other Loan Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and are in addition to any other remedies provided by
law, any Loan Document or otherwise.

10.2. SURVIVAL OF REPRESENTATIONS. All representations and
warranties made herein shall survive the making of the Loans hereunder and the
delivery of the Notes, and shall continue in full force and effect so long as
any Indebtedness is outstanding, there exists any commitment by the Bank to the
Borrower, and until this Agreement is formally terminated in writing.

10.3. EXPENSES. Whether or not the Loans herein provided for
shall be made, the Borrower shall pay all reasonable costs and expenses in
connection with the preparation, execution, delivery, amendment and enforcement
of this Agreement and any Loan Document, including the reasonable fees and
disbursements of counsel for the Bank in connection therewith, whether suit be
brought or not and whether incurred at trial or on appeal, and all costs of
repossession, storage, disposition, protection and collection of Collateral. If
the Borrower should fail to pay any tax or other amount required by this
Agreement to be paid or which may be reasonably necessary to protect or preserve
any Collateral or the Borrower's or Bank's interests therein, the Bank may make
such payment and the amount thereof shall be payable on demand, shall bear
interest at the Default Rate from the date of demand until paid and shall be
deemed to be Indebtedness entitled to the benefit and security of the Loan
Documents.

In addition, the Borrower agrees to pay and save the Bank harmless against any
liability for payment of any state documentary stamp taxes, intangible taxes or
similar taxes (including interest or penalties, if any) which may now or
hereafter be determined to be payable in respect to the execution, delivery or
recording of any Loan Document or the making of any Advance, whether originally
thought to be due or not, and regardless of any mistake of fact or law on the
part of the Bank or the Borrower with respect to the applicability of such tax.
The provisions of this Section shall survive payment in full of the Loans and
termination of this Agreement.

10.4. NOTICES. Any notice or other communication hereunder to
any party hereto shall be by hand delivery, overnight delivery, facsimile,
telegram, telex or registered or certified mail and unless otherwise provided
herein shall be deemed to have been given or made when delivered, telegraphed,
telexed, faxed or deposited in the mails, postage prepaid, addressed to the
party at its address specified below (or at any other address that the party may
hereafter specify to the other parties in writing):

The Bank:

First Union National Bank
▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President
and
▇▇▇▇▇ ▇▇▇▇▇▇, Vice President

The Borrower:

Continucare Corporation
▇▇▇ ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
Chief Executive Officer
and
▇▇▇▇▇ ▇▇▇▇▇, General Counsel

10.5. GOVERNING LAW. This Agreement and the Loan Documents
shall be deemed contracts made under the laws of the State of Florida and shall
be governed by and construed in accordance with the laws of said state except
insofar as the laws of another jurisdiction may govern the perfection, priority
and enforcement of security interests in Collateral located in another
jurisdiction.

10.6. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and shall inure to the benefit of the Borrower and the Bank, and their
respective successors and assigns; provided, that the Borrower may not assign
any of its rights hereunder without the prior written consent of the Bank, and
any such assignment made without such consent will be void.

10.7. COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original and all
of which when taken together shall constitute but one and the same instrument.

10.8. POWERS. All powers of attorney granted to the Bank are
coupled with an interest and are irrevocable.

10.9. APPROVALS. If this Agreement calls for the approval or
consent of the Bank, such approval or consent may be given or withheld in the
discretion of the Bank unless otherwise specified herein.

10.10. MULTIPLE BORROWERS. If more than one Person is named
herein as the Borrower, all obligations, representations and covenants herein
and in other Loan Documents to which the Borrower is a party shall be joint and
several.

10.11. CONFLICT. In the event of a conflict between this
Agreement and any other Loan Document the terms of this Agreement shall be
controlling.

10.12. OTHER PROVISIONS. Any other or additional terms and
conditions set forth in Exhibit 10.13 (if any) are hereby incorporated herein.

10.13. WAIVER OF JURY TRIAL. THE BORROWER AND THE BANK HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER OF THEM MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON THIS AGREEMENT OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY OTHER LOAN
DOCUMENT AND ANY OTHER AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR

ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES
ENTERING INTO THIS AGREEMENT.

10.14. RECITALS. The recitals contained on page 1 of this
Agreement are true and correct and are incorporated herein by reference.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

CONTINUCARE CORPORATION

By:
--------------------------------------------
Its: Vice President

FIRST UNION NATIONAL BANK

By:
--------------------------------------------
Its: Vice President

EXHIBIT 10.17 ACQUISITION FACILITY ($5,000,000.00), REVOLVING CREDIT FACILITY ($5,000,000.00) AND SECURITY AGREEMENT

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