0000950144-05-005819 Sample Contracts

Private Client Group Merrill Lynch Business Financial Services Inc. 222 North LaSalle Street Chicago, Illinois 60601 (312) 499-3280 FAX: (312) 368-1387
Letter Agreement • May 23rd, 2005 • Continucare Corp • Services-specialty outpatient facilities, nec

This Letter Agreement will serve to confirm certain agreements of Merrill Lynch Business Financial Services Inc. (“MLBFS”) and Continucare Corporation (“Customer”) with respect to: (i) that certain WCMA LOAN AND SECURITY AGREEMENT NO. 81V-07064 between MLBFS and Customer (including any previous amendments and extensions thereof), and (ii) all other agreements between MLBFS and Customer in connection therewith (collectively, the “Loan Documents”). Capitalized terms used herein and not defined herein shall have the meaning set forth in the Loan Documents.

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CONSULTING AGREEMENT
Consulting Agreement • May 23rd, 2005 • Continucare Corp • Services-specialty outpatient facilities, nec • Florida

THIS CONSULTING AGREEMENT is entered into as of May 4, 2005, by and between CONTINUCARE CORPORATION (the “Company”) and PATRICK M. HEALY (“Healy”).

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