CONTINUCARE CORP
DEF 14A, 1996-11-18
COMMERCIAL PRINTING
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<PAGE>   1
                           SCHEDULE 14A INFORMATION

         PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                    EXCHANGE ACT OF 1934 (AMENDMENT NO.   )


Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:


<TABLE>
<S>                                                     <C>
/ /  Preliminary Proxy Statement                        / / Confidential, for Use of the Commission
                                                            Only (as permitted by Rule 14a-6(e)(2))
/X/  Definitive Proxy Statement
/ /  Definitive Additional Materials 
/ /  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>

                          CONTINUCARE CORPORATION
- --------------------------------------------------------------------------------
               (Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):

/X/  No fee required.

/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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

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

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

     (4)  Proposed maximum aggregate value of transaction:

     (5)  Total fee paid:

/ /  Fee paid previously with preliminary materials.

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

     (1)  Amount Previously Paid:

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

     (3)  Filing Party:

     (4)  Date Filed:
<PAGE>   2





                            CONTINUCARE CORPORATION

               100 SOUTHEAST SECOND STREET, MIAMI, FLORIDA  33131

                         ------------------------------

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                         TO BE HELD ON DECEMBER 2, 1996

                         ------------------------------


To the Shareholders of Continucare Corporation

         NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of Shareholders
(the "Annual Meeting") of Continucare Corporation, a Florida corporation
("Continucare" or the "Company"), will be held at 10:00 a.m., local time, on
Monday, December 2, 1996, at the NationsBank Tower, 19th Floor, 100 Southeast
Second Street, Miami, Florida, for the following purposes:

         (1)     The election of six members of the Company's Board of
                 Directors to hold office until the Company's 1997 Annual
                 Meeting of Shareholders or until their successors are duly
                 elected and qualified;

         (2)     The approval of the Company's Amended and Restated 1995 Stock
                 Option Plan; and

         (3)     The transaction of such other business as may properly come
                 before the Annual Meeting and any adjournment(s) or
                 postponement(s) thereof.

         The Board of Directors has fixed the close of business on November 18,
1996 as the record date for determining those shareholders entitled to notice
of, and to vote at, the Annual Meeting and any adjournment(s) or
postponement(s) thereof.

         Whether or not you expect to be present, please sign, date and return
the enclosed proxy card in the enclosed pre-addressed envelope as promptly as
possible.  No postage is required if mailed in the United States.

                                        By Order of the Board of Directors


                                        Charles M. Fernandez
                                        Chairman of the Board

Miami, Florida
November 18, 1996

THIS IS AN IMPORTANT MEETING AND ALL SHAREHOLDERS ARE INVITED TO ATTEND THE
MEETING IN PERSON.  ALL SHAREHOLDERS ARE RESPECTFULLY URGED TO EXECUTE AND
RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE.   SHAREHOLDERS WHO
EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND THE MEETING, REVOKE THEIR PROXY
AND VOTE THEIR SHARES IN PERSON.





<PAGE>   3

                      1996 ANNUAL MEETING OF SHAREHOLDERS
                                       OF
                            CONTINUCARE CORPORATION

                            -----------------------

                                PROXY STATEMENT

                            -----------------------

         This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Continucare Corporation, a Florida corporation
(the "Company"), of proxies from the holders of the Company's Common Stock, par
value $.0001 per share (the "Common Stock"), for use at the 1996 Annual Meeting
of Shareholders of the Company to be held at 10:00 a.m., local time, on Monday,
December 2, 1996, at the NationsBank Tower, 19th Floor, 100 Southeast Second
Street, Miami, Florida, or at any adjournment(s) or postponement(s) thereof
(the "Annual Meeting"), pursuant to the foregoing Notice of Annual Meeting of
Shareholders.

         Shareholders should review the information provided herein in
conjunction with the Company's 1996 Annual Report to Shareholders, which
accompanies this Proxy Statement.  The Company's principal executive offices
are located at 100 Southeast Second Street, 36th Floor, Miami, Florida 33131
and its telephone number is (305) 350-7515.


                          INFORMATION CONCERNING PROXY

         The enclosed proxy is solicited on behalf of the Company's Board of
Directors.  The giving of a proxy does not preclude the right to vote in person
should any shareholder giving the proxy so desire.  Shareholders have an
unconditional right to revoke their proxy at any time prior to the exercise
thereof, either in person at the Annual Meeting or by filing with the Company's
Secretary at the Company's headquarters a written revocation or duly executed
proxy bearing a later date; however, no such revocation will be effective until
written notice of the revocation is received by the Company at or prior to the
Annual Meeting.

         The cost of preparing, assembling and mailing this Proxy Statement,
the Notice of Annual Meeting of Shareholders and the enclosed proxy is to be
borne by the Company.  In addition to the use of mail, employees of the Company
may solicit proxies personally and by telephone and facsimile.  The Company's
employees will receive no compensation for soliciting proxies other than their
regular salaries.  The Company may request banks, brokers and other custodians,
nominees and fiduciaries to forward copies of the proxy material to their
principals and to request authority for the execution of proxies.  The Company
may reimburse such persons for their expenses in so doing.


                            PURPOSES OF THE MEETING

         At the Annual Meeting, the Company's shareholders will consider and
vote upon the following matters:

         (1)     The election of six members to the Company's Board of
                 Directors to serve until the Company's 1997 Annual Meeting of
                 Shareholders or until their successors are duly elected and
                 qualified;

         (2)     The approval of the Company's Amended and Restated 1995 Stock
                 Option Plan; and

         (3)     The transaction of such other business as may properly come
                 before the Annual Meeting, including any adjournments or
                 postponements thereof.





<PAGE>   4

         Unless contrary instructions are indicated on the enclosed proxy, all
shares represented by valid proxies received pursuant to this solicitation (and
which have not been revoked in accordance with the procedures set forth above)
will be voted for the election of the nominees for director named below and in
favor of the other matters presented.  In the event a shareholder specifies a
different choice by means of the enclosed proxy, his shares will be voted in
accordance with the specification so made.


                OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS

         The Board of Directors has set the close of business on November 18,
1996 as the record date (the "Record Date") for determining shareholders of the
Company entitled to notice of and to vote at the Annual Meeting.  As of the
Record Date, there were 11,202,983 shares of Common Stock outstanding.  Only
the holders of issued and outstanding shares of Common Stock are entitled to
vote at the Annual Meeting.  Shareholders do not have the right to cumulate
their votes, and are entitled to one vote for each share held.

         The attendance, in person or by proxy, of the holders of a majority of
the outstanding shares of Common Stock entitled to vote at the Annual Meeting
is necessary to constitute a quorum with respect to all matters presented.
Directors will be elected by a plurality of the votes cast by the shares of
Common Stock represented in person or by proxy at the Annual Meeting.  Any
other matter that may be submitted to a vote of the shareholders will be
approved if the number of shares of Common Stock voted in favor of the matter
exceeds the number of shares voted in opposition to the matter, unless such
matter is one for which a greater vote is required by law or by  the Company's
Articles of Incorporation or Bylaws.  If less than a majority of outstanding
shares entitled to vote are represented at the Annual Meeting, a majority of
the shares so represented may adjourn the Annual Meeting to another date, time
or place, and notice need not be given of the new date, time, or place if the
new date, time, or place is announced at the meeting before an adjournment is
taken.

         Prior to the Annual Meeting, the Company will select one or more
inspectors of election for the meeting. Such inspector(s) shall determine the
number of shares of Common Stock represented at the meeting, the existence of a
quorum and the validity and effect of proxies, and shall receive, count and
tabulate ballots and votes and determine the results thereof.  Abstentions will
be considered as shares present and entitled to vote at the Annual Meeting and
will be counted as votes cast at the Annual Meeting, but will not be counted as
votes cast for or against any given matter.

         A broker or nominee holding shares registered in its name, or in the
names of its nominee, which are beneficially owned by another person and for
which it has not received instructions as to voting from the beneficial owner,
has the discretion to vote the beneficial owner's shares with respect to the
election of directors.  If a matter has been included in the proxy to which a
broker or nominee would not have discretionary voting power under applicable
American Stock Exchange rules, any broker or nominee "non-votes" would not be
considered as shares entitled to vote on the subject matter and therefore would
not be considered by the inspector when counting votes cast on the matter.

                               CHANGE IN CONTROL

         On August 9, 1996, the Company signed a definitive Agreement and Plan
of Merger (the "Merger Agreement") with Zanart Subsidiary, Inc. ("ZSI"), a
wholly-owned subsidiary of the Company, and Continucare Acquisition Corp.
(formerly known as Continucare Corporation), a Florida corporation ("CAC").
The Merger Agreement provided for the merger (the "Merger") of ZSI with and
into CAC.  Upon the consummation of the Merger, which occurred on September 11,
1996 (the "Closing Date"), and pursuant to the terms of the Merger Agreement,
(i) each issued and outstanding share of common stock of CAC converted into one
share of common stock of the Company, the separate existence of ZSI terminated
and CAC became a wholly-owned subsidiary of the Company, (ii) the Company
agreed to sell or otherwise dispose of its assets (other than cash) and
discharge all liabilities prior to December 11, 1996 relating to the licensing
business of the Company prior to the Merger and (iii) the Company's Board of
Directors and management became comprised of designees of CAC.  On October 8,
1996, the Company changed its corporate name from "Zanart Entertainment
Incorporated" to "Continucare Corporation".  See the "Security Ownership" table
set forth below for certain information concerning the ownership of the new
management, directors and 5% holders of the Company subsequent to the
aforementioned change in control of the Company.  The following individuals no
longer serve the Company in either an executive management or directorial
capacity: Thomas Zotos, Robert A. Stein, Steve Adelman, Jacqueline Simkin and
Todd Slayton.





                                     - 3 -
<PAGE>   5
                               SECURITY OWNERSHIP

         The following table sets forth certain information as of November 11,
1996 concerning the beneficial ownership of the Common Stock by (i) each person
known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock, (ii) each of the executive officers and directors of
the Company, (iii) the Company's Named Officer (as defined hereafter), and (iv)
all executive officers and directors of the Company as a group.  All holders
listed below have sole voting power and investment power over the shares
beneficially owned by them, except to the extent such power may be shared with
such person's spouse.

<TABLE>
<CAPTION>
              NAME AND ADDRESS                      AMOUNT AND NATURE OF                       PERCENT OF
             OF BENEFICIAL OWNER                  BENEFICIAL OWNERSHIP(1)                    COMMON STOCK(2)
     ----------------------------------           -----------------------                    ---------------
     <S>                                                   <C>                                     <C>
     Charles M. Fernandez                                  1,626,767(3)                            14.5%
     100 S.E. Second Street
     36th Floor
     Miami, FL 33131
     Arthur M. Goldberg                                      925,000(4)                             8.2%
     380 Middlesex Avenue
     Carteret, NJ 07008

     Dr. Phillip Frost                                     1,458,333(5)                            12.7%
     4400 Biscayne Boulevard
     Miami, FL 33137
     Michael C. Piercey                                            0                                0
     100 S.E. Second Street
     36th Floor
     Miami, FL 33131

     Richard B. Frost                                        306,000                                2.7%
     7700 W. Camino Real
     Boca Raton, FL 33433
     Mark J. Hanna                                           307,000                                2.7%
     7700 W. Camino Real
     Boca Raton, FL 33433

     Sailfish Investments, LLC                               925,000(4)                             8.2%
     380 Middlesex Avenue
     Carteret, NJ  07008
     Frost Nevada Limited                                  1,458,333(5)                            12.7%
       Partnership
     3500 Lakeside Court
     Suite 200
     Reno, NV  89509
     Douglas Miller                                        1,616,666                               14.4%
     303 Egret Lane
     Fort Lauderdale, FL 33327

     Barry Goldstein                                       1,626,667(6)                            14.5%
     1900 N.E. 211th Street
     North Miami Beach, FL 33179
     Susan Tarbe                                                   0                                0
     100 S.E. Second Street
     36th Floor
     Miami, FL 33131

     Thomas Zotos                                            258,125                                2.3%
     7641 Burnet Avenue
     Van Nuys, CA 91405
     All directors and executive                           4,623,100                               40.4%
        officers as a group
        (7 persons)
</TABLE>





                                     - 4 -
<PAGE>   6
- --------------------
*     Less than one percent

(1)   For purposes of this table, beneficial ownership is computed pursuant to
      Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
      "Exchange Act"); the inclusion of shares as beneficially owned should not
      be construed as an admission that such shares are beneficially owned for
      purposes of the Exchange Act.  Under the rules of the Securities and
      Exchange Commission, a person is deemed to be a "beneficial owner" of a
      security he or she has or shares the power to vote or direct the voting
      of such security or the power to dispose of or direct the disposition of
      such security.  Accordingly, more than one person may be deemed to be a
      beneficial owner of the same security.
(2)   Assumes no exercise of the Underwriter Purchaser Options issued to
      affiliates of First Equity Corporation, the Company's underwriter of its
      public offering which closed in May 1995 or their Series A Warrants sold
      in the May 1995 public offering.
(3)   Includes 10,000 shares of Common Stock held by the wife of Mr. Fernandez.
(4)   All of the shares of Common Stock owned beneficially by Arthur M.
      Goldberg are owned of record by Sailfish Investments, LLC.  The members
      of Sailfish Investments, LLC are Mr. Goldberg and the Arthur M. Goldberg
      Lifetime Trust.
(5)   All of the shares of Common Stock owned beneficially by Dr. Phillip Frost
      are owned of record by Frost Nevada Limited Partnership.  Such number of
      shares includes 250,000 shares of Common Stock underlying options granted
      which are currently exercisable.
(6)   Includes 10,000 shares of Common Stock held by Barry Goldstein's wife and
      two daughters.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

      Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than ten percent of the Company's outstanding Common
Stock, to file with the Securities and Exchange Commission (the"SEC") initial
reports of ownership and reports  of changes in ownership of Common Stock.
Such persons are required by SEC regulation to furnish the Company with copies
of all such reports they file.

      To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners have been
met.


                             ELECTION OF DIRECTORS


      Six persons are nominated for election as directors to serve until the
next Annual Meeting of Shareholders and until each director's successor is duly
elected and qualified.  Although Management anticipates that all of the
nominees will be able to serve, if any nominee is unable or unwilling to serve
at the time of the Annual Meeting, proxies solicited hereunder will be voted in
favor of the remaining nominees, if any, and for such other persons as may be
designated by the Board of Directors, unless directed by a proxy to do
otherwise.

      The following table sets forth certain information as to the persons
nominated for election as directors of the Company at the Annual Meeting.


                             NOMINEES FOR DIRECTOR

<TABLE>
<CAPTION>
               NAME                                        AGE                     POSITION
       --------------------                                ---        ---------------------------------------
       <S>                                                 <C>        <C>
       Charles M. Fernandez                                34         Chairman of the Board, Chief Executive
                                                                      Officer and President

       Dr. Phillip Frost                                   61         Vice Chairman of the Board

       Arthur M. Goldberg                                  54         Director

       Richard B. Frost                                    48         Director

       Mark J. Hanna                                       48         Director

       Dr. Michael C. Piercey                              51         Director
</TABLE>





                                     - 5 -
<PAGE>   7

      CHARLES M. FERNANDEZ co-founded Continucare in February of 1996 and has
been involved in all aspects of its operations since that time serving as its
Chairman of the Board, President and Chief Executive Officer.  Prior to
founding Continucare, Mr. Fernandez was the Chief Executive Officer and Chief
Operating Officer of Heftel Broadcasting Corporation, a public company owning a
network of radio stations, since 1985.  Mr. Fernandez has also been an officer
of Bally Entertainment Corporation since January 1996.

      PHILLIP FROST, M.D. has served as Vice Chairman of Continucare since
September 1996.  Dr. Frost has served, since 1987, as Chairman of the Board and
Chief Executive Officer of IVAX Corporation, a Florida corporation ("IVAX"),
the world's largest generic pharmaceutical manufacturer.  He served as IVAX's
President from July 1991 until January 1995.  Dr. Frost also serves as Vice
Chairman of the Board of Pan American World Airways, Inc.  He was the Chairman
of the Department of Dermatology at Mt. Sinai Medical Center of Greater Miami,
Miami Beach, Florida from 1972 to 1990.  Dr.  Frost was Chairman of the Board
of Directors of Key Pharmaceutical, Inc. from 1972 to 1986.  He is Vice
Chairman of the Board of Directors of North American Vaccine, Inc. ("NAV"), and
a Director of American Exploration Company, which is engaged in oil and gas
exploration and production, NaPro BioTherapeutics, Inc., a biopharmaceutical
research and development firm ("NaPro"), Whitman Education Group, which is
engaged in proprietary education ("Whitman") and Northrup Grumman.  He is a
trustee of the University of Miami and a member of the Board of Governors of
the American Stock Exchange.  Dr. Frost is the uncle of Richard Frost.

      ARTHUR M. GOLDBERG has served as a Director of Continucare since
September 1996.  Mr. Goldberg, for the past five years, has been Chairman of
the Board of Directors, Chief Executive Officer and President of Bally
Entertainment Corp, Chairman of the Board of Directors, President and Chief
Executive Officer of Bally's Casino Holdings, Inc., Chairman of the Board of
Directors and Chief Executive Officer of Bally's Park Place, Inc., GNOC, CORP.,
Bally's Grand, Inc. and Bally Total Fitness Holding Corporation.  Mr. Goldberg
is also the Chairman of the Board of Directors, President and Chief Executive
Officer of Di Giorgio Corporation and Managing Partner of Arveron Investments
L.P.  Mr. Goldberg is also a director of First Union Corporation, a financial
services company.

      RICHARD B. FROST has served as a Director of Continucare since September
1996.  Mr. Frost has been Chief Executive Officer and Chairman of the Board of
Directors of Frost Hanna Mergers Group, Inc. ("FH") since its formation in
October 1993.  Mr. Frost also serves as a director of Pan American World
Airways, Inc.  Mr. Frost was the Chief Executive Officer and Chairman of the
Board of Directors of Frost Hanna Acquisition from April 1993 until January
1996, at which time LFS merged with and into a wholly-owned subsidiary of Frost
Hanna Acquisition (the "LFS Merger"), Frost Hanna Acquisition changed its name
to "Little Folks Shops" and Mr. Frost resigned from the Frost Hanna Acquisition
Board.  From June 1992 to May 1994, Mr. Frost held similar positions at Frost
Hanna Halpryn until the merger of Sterling Healthcare, Inc. and Sterling Health
Care Group, Inc. with and into a wholly-owned subsidiary of Frost Hanna
Halpryn, whereby Frost Hanna Halpryn changed its name to Sterling Healthcare,
Inc. (the "Sterling Merger").  From February 1992 through May 1992, Mr. Frost
was Regional Director of GKN Securities Corp. ("GKN"), a broker-dealer, where
his responsibilities included the recruitment and training of GKN brokerage
personnel located or to be located in Florida.  From May 1982 through February
1992, Mr. Frost was a Vice President and Branch Manager of Dean Witter
Reynolds, a broker-dealer, where his responsibilities included the management
and day-to-day operations of the West Boca Raton and Lighthouse Point, Florida,
branch offices of such brokerage firm.

      MARK J. HANNA has served as a Director of Continucare since September
1996.  Mr. Hanna also serves as a director of Pan American World Airways, Inc.
Mr. Hanna has been the President and a member of the Board of Directors of FH
since its inception.  Mr. Hanna was the President and a member of the Board of
Directors of Frost Hanna Acquisition from April 1993 until January 1996,
whereupon Mr. Hanna resigned from the Frost Hanna Acquisition Board following
the LFS Merger.  Mr. Hanna held similar positions at Frost Hanna Halpryn from
June 1992 until the Sterling Merger in May 1994.  From February 1992 through
May 1992, Mr. Hanna was a registered representative with GKN.  From January
1992 through February 1992, Mr. Hanna was a registered representative with





                                     - 6 -
<PAGE>   8
Barron Chase Securities, Inc.  From September 1990 through January 1992, Mr.
Hanna was a registered representative with Prudential Bache Securities, Inc.

      MICHAEL C. PIERCEY, M.D. has served as a Director of Continucare since
September 1996.  Dr. Piercey has been a Board Member, Executive Vice President
and Medical Director of Health Care America, Inc., a health care management
company which owns and operates acute care hospitals, long-term rehabilitation
hospitals, psychiatric hospitals, community living programs, and a full array
of partial hospital and outpatient services in Texas, Colorado, Florida,
Oklahoma, Tennessee, and Virginia, since 1994.  Since 1992, Dr. Piercey has
been an Officer and Director of DHP, Inc.  which operates the Rock Creek
Center, a psychiatric hospital and outpatient service system in the
Southwestern Chicago suburbs.  He was the Clinical Director at Four Winds,
Inc., a psychiatric hospital company with affiliates in Saratoga Springs, New
York and Chicago from 1978 to 1992, and in 1986 he assumed the additional
responsibilities of Executive Director and Chief Operating Officer.


                               EXECUTIVE OFFICERS

      Charles M. Fernandez, who is a director of the Company, is also an
executive officer of the Company.  Reference is made to the description of the
business experience of Mr. Fernandez set forth above under "Election of
Directors," which is incorporated herein by reference.

      The executive officers of the Company are as follows:

<TABLE>
<CAPTION>
                NAME                                       AGE                      POSITION
       --------------------                                ---        --------------------------------------------
       <S>                                                 <C>        <C>
       Charles M. Fernandez                                34         Chairman of the Board, Chief Executive
                                                                      Officer and President
       Susan Tarbe                                         40         Executive Vice President and General Counsel
</TABLE>


      SUSAN TARBE joined Continucare in September 1996 as Executive Vice
President and General Counsel.  Prior to joining the Company, Ms. Tarbe was an
Assistant United States Attorney for the Southern District of Florida since
September 1985.  During her employment with the United States Attorney's
office, Ms. Tarbe specialized in the area of white-collar criminal offenses,
and since May of 1994 was the Chief of the Economic Crimes Unit.  From August
1984 to August 1985, Ms. Tarbe was a law clerk to the Honorable William M.
Hoeveler, U.S. District Judge for the Southern District of Florida.

      Officers of the Company serve at the pleasure of the Board of Directors,
subject to the terms of any employment agreements with the Company.  See
"--Employment Agreements."  Except as noted above, there are no family
relationships among any of the Company's executive officers and directors.

      The Company's directors do not currently receive any cash compensation
for service on the Board of Directors but may be reimbursed for certain
expenses in connection with attendance at Board of Director meetings or other
meetings on the Company's behalf.





                                     - 7 -
<PAGE>   9
COMMITTEES AND MEETINGS

      During fiscal year 1996, the Board of Directors held 3 meetings.  No
director attended fewer than 75% of the meetings of the Board of Directors or
any committee thereof held during fiscal year 1996 during the period of such
director's service.

      The Compensation Committee currently consists of Messrs. Arthur M.
Goldberg (Chairman), Dr. Phillip Frost and Mark J. Hanna.  During fiscal year
1996 the Compensation Committee consisted of Mr. Steve Adelman and Ms.
Jacqueline Simkin.  The Compensation Committee met once in fiscal year 1996.
The primary function of the Compensation Committee is to review and approve the
Company's compensation policies and practices, propose compensation levels for
directors and officers, and propose changes in the Company's benefit plans.

      The Audit Committee is currently composed of Messrs. Charles M. Fernandez
(Chairman), Mark J. Hanna and Richard B.  Frost.  During fiscal 1996 the Audit
Committee consisted of Mr. Steven Adelman and Ms. Jacqueline Simkin.  The Audit
Committee met twice during fiscal year 1996.  The primary function of the Audit
Committee is to assist the Board of Directors in fulfilling its
responsibilities with respect to the accounting and financial reporting
practices of the Company, and to address the scope and expense of audit and
related services provided by the Company's independent accountants.


SUMMARY COMPENSATION TABLE

      The following table sets forth the compensation paid to the President of
Zanart during Zanart's last three fiscal years (the "Named Executive Officer").
No executive officer of Zanart was paid in excess of $100,000 during each of
the Company's last three fiscal years.  The Company did not grant any
restricted stock awards or stock appreciation rights or make any long-term
incentive plan payments to the Named Executive Officer during each of the
Company's last three fiscal years.

                            EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>
                                                                                                     LONG-TERM
                                                                                                   COMPENSATION
                                                               ANNUAL COMPENSATION                    AWARDS
                                                      ------------------------------------         ------------
            NAME AND PRINCIPAL POSITION                 SALARY ($)             BONUS ($)            OPTIONS (#)
         --------------------------------             ---------------       --------------         ------------
         <S>                                          <C>      <C>                <C>                   <C>
         Thomas Zotos, President(1)                   1996     75,000                  0                --
                                                      1995     51,000             40,000                --
                                                      1994     36,000                  0                --
</TABLE>

    
    ----------------
     (1)  Mr. Zotos resigned his position as President on September 11, 1996.


OPTION GRANTS DURING 1996 AND 1995

      Thomas Zotos did not receive any option grants from the Company during
fiscal years 1996 and 1995.





                                     - 8 -
<PAGE>   10

EMPLOYMENT AGREEMENTS

      The Company has entered into employment agreements with Charles M.
Fernandez and Susan Tarbe.  Mr. Fernandez's employment agreement is for a term
of three years plus one additional year for each year of service and became
effective on September 11, 1996, and provides for an annual base salary of
$350,000 and a bonus of $100,000 payable in 20 equal installments of $5,000
over the first five years of such agreement.  Pursuant to the terms of Mr.
Fernandez's employment agreement, he may receive additional bonuses at the
discretion of the Board.  Mr. Fernandez is prohibited from competing with the
Company for the duration of his employment agreement and for a period of two
years thereafter unless he is terminated without cause, and he is additionally
prohibited from disclosing confidential information.  Ms. Tarbe's employment
agreement is for a term of three years commencing September 23, 1996, and
provides for an annual base salary of $130,000 and a bonus equal to at least
10% of her then base salary plus such other bonus amounts as may be approved by
the Board.  Under the terms of Ms. Tarbe's employment agreement, she received
an option, which vests at a rate of 20% per year, to purchase 100,000 shares of
the Company at $5.00 per share.  Upon a change in control of the Company, Ms.
Tarbe is entitled to an acceleration of the remainder of her employment
agreement and automatic vesting of any unvested portion of her aforementioned
option.  Ms. Tarbe is prohibited from competing with the Company for the
duration of her employment agreement and for a period of ninety days thereafter
unless she is terminated without cause, and she is additionally prohibited from
disclosing confidential information.

      Effective September 11, 1996, the Company amended each of its employment
agreements with Robert A. Stein, Thomas Zotos and Todd Slayton (the
"Executives").  Pursuant to such amendments, the Executives resigned as
officers of the Company and shall continue as employees through December 11,
1996.  On such date, each Executive shall receive severance compensation equal
to six months salary, the aggregate amount of which for all three Executives
shall equal approximately $107,500.


                              CERTAIN TRANSACTIONS

      Continucare has contracted with a company owned in equal interests by
Douglas Miller and Barry Goldstein, each of whom own more than 5% of
Continucare's Common Stock, to perform certain managerial and administrative
services on behalf of Continucare.  Continucare reimburses such company for the
actual cost of expenses incurred by it in the direct performance of such
services.  For the period ended June 30, 1996, total expenses incurred by
Continucare for these services totaled $407,700.  In addition, Continucare
provides management services for four facilities owned by such company in
return for a management fee which is based on Continucare's estimated cost of
providing such services.  For the period ended June 30, 1996, management fees
charged by Continucare to such company were $324,700.  As of June 30, 1996, the
net amount payable by Continucare to such company under these arrangements was
$83,000.

      Continucare has entered into consulting agreements with a company
controlled by Douglas Miller, and a company controlled by Barry Goldstein
(collectively, the "Consulting Agreements").  Messrs. Miller and Goldstein
served as executive officers of CAC prior to the Merger.  Each of the
Consulting Agreements, which are effective as of the date of the Merger,
contain the following terms:  (i) three year term, (ii) annual payments,
payable semi-monthly, of approximately $325,000, (iii) ability of the Company
to terminate the agreement without "cause" (as defined) with 30 days' written
notice, provided that the consultant will receive a termination payment equal
to the amount otherwise payable under the Consulting Agreement through the end
of the term over the period of the remaining term of the agreement, and (iv)
ability of the Company to terminate the agreement for "cause" at any time with
no payment due to the consultant.

      The Company is obligated to Charles M. Fernandez for a note payable in
the amount of $599,750 (the "Fernandez Note").  The Fernandez Note, which is
collateralized by substantially all of the Company's assets, bears interest at
10% per annum and is due, in full, on February 12, 1998.  Interest is due
semiannually commencing on August 12, 1996.  Accrued interest and interest
expense related to this note was $21,662 as of and for the fiscal year ended
June 30, 1996.





                                     - 9 -
<PAGE>   11

                       PROPOSAL TO APPROVE THE COMPANY'S
                  AMENDED AND RESTATED 1995 STOCK OPTION PLAN


      The Company's Board of Directors has unanimously adopted, subject to the
approval by the Company's shareholders, a resolution to approve the Company's
Amended and Restated 1995 Stock Option Plan (the "Stock Option Plan").  The
Stock Option Plan authorizes 1,200,000 shares for issuance upon exercise of
stock options.  The current text of the Stock Option Plan is attached hereto as
Exhibit A.  The material features of the Stock Option Plan are discussed below,
but the description is subject to, and is qualified in its entirety by, the
full text of the Stock Option Plan.

      The purpose of the Stock Option Plan is to provide additional incentives
to attract and retain qualified and competent employees, upon whose efforts and
judgment the success of the Company is largely dependent, through the
encouragement of stock ownership in the Company by such persons. In furtherance
of this purpose, the Stock Option Plan authorizes (a) the granting of incentive
or non-qualified stock options to purchase Common Stock to employees of the
Company (approximately 200 persons) satisfying the description above, (b) the
provision of loans for the purpose of financing the exercise of options and the
amount of taxes payable in connection therewith, and (c) the use of already
owned Common Stock as payment of the exercise price for options granted under
the Stock Option Plan.

      The Stock Option Plan provides that it shall be administered by a
committee consisting of two or more directors designated by the Board of
Directors (the "Committee"). The Committee in its sole discretion, determines
the persons to be awarded options, the number of shares subject thereto and the
exercise price and other terms thereof (the Board of Directors may, however,
reserve to itself the power to grant options to employees or directors who are
not Covered Employees (as such term is defined in the Stock Option Plan)).  In
addition, the Committee has full power and authority to construe and interpret
the Stock Option Plan, and the acts of the Committee are final, conclusive and
binding upon all interested parties, including the Company, its shareholders,
its officers and employees, recipients of grants under the Stock Option Plan
and all persons or entities claiming by or through such persons.  The Board has
designated the Company's Compensation Committee to administer the Stock Option
Plan.  The Company's Compensation Committee is currently comprised of Arthur M.
Goldberg, Dr. Phillip Frost and Mark Hanna.

      Options are intended to be granted primarily to those persons who possess
a capacity to contribute significantly to the successful performance of the
Company.  Because persons to whom grants of options are to be made are to be
determined from time to time by the Committee, in its discretion, it is
impossible at this time to indicate the precise number, name or positions of
persons who will receive options or the number of shares for which options will
be granted to any such employee, except to the extent already granted or
conditionally granted.

      Assuming approval of the Stock Option Plan, an aggregate of 1,200,000
shares of Common Stock (subject to adjustment as discussed below) will be
reserved for sale upon exercise of options granted under the Stock Option Plan.
As of November 18, 1996, options to purchase 100,000 shares of Common Stock are
issued and outstanding under the Company's 1995 Stock Option Plan.  The
Company's shareholders will not have any preemptive rights to purchase or
subscribe for the shares reserved for issuance under the Stock Option Plan.  If
any option granted under the Stock Option Plan should expire or terminate for
any reason other than having been exercised in full, the unpurchased shares
subject to that option will again be available for purposes of the Stock Option
Plan.

      The following table sets forth, as of November 18, 1996, certain
information regarding options granted under the Company's 1995 Stock Option
Plan to the persons and groups indicated.  None of such options are currently
exercisable.





                                     - 10 -
<PAGE>   12
<TABLE>
<CAPTION>                                                                                                          
                                                                                                                   
                                                                                                 VALUE OF         
                                                 NUMBER OF SHARES       EXERCISE PRICE          OPTIONS AT       
             NAME AND POSITION                  SUBJECT TO OPTIONS         PER SHARE        NOVEMBER 11, 1996(1) 
             -----------------                  ------------------      --------------      --------------------
<S>                                                    <C>                   <C>                  <C>
Susan Tarbe                                            100,000              $ 5.00               $ 650,000
    Executive Vice President and General
    Counsel

All current executive officers as a group              100,000              $ 5.00               $ 650,000
    (two persons)

All current directors who are not                            0                   -                       -
    executive officers as a group (five
    persons)

All employees as a group, other than                         0                   -                       -
    executive officers (approximately 200
    persons)           
- -----------------------
</TABLE>

(1)      The closing sale price of the Common Stock on November 11, 1996 was
         $11.50 per share.  Value is calculated by multiplying (a) the
         difference between $11.50 and the option exercise price by (b) the
         number of shares of Common Stock underlying the option.



TERMS AND CONDITIONS

         All options granted under the Stock Option Plan shall be evidenced by
a written agreement between the Company and the grantee. Such agreements shall
contain such terms and conditions, consistent with the Stock Option Plan,
relating to the grant, the time or times of exercise and other terms of the
options as the Committee prescribes.

         Under the Stock Option Plan, the option price per share for incentive
stock options may not be less than the fair market value of the underlying
shares on the date of grant. For purposes of the Stock Option Plan and subject
to the Committee's sole discretion to determine otherwise in a fair and uniform
manner, the term "fair market value" means (i) the last reported sale price of
the Common Stock as reported on a national securities exchange or by the
National Association of Securities Dealers Automated Quotation National Market
System or (ii) the mean between the high bid and low asked quotations for the
Common Stock as reported by the National Quotation Bureau, Incorporated.  If
neither (i) nor (ii) above are applicable, then fair market value shall be
determined in good faith by the Committee in a fair and uniform manner.

         The exercise price of an option may be paid in (1) in cash, (2) by
certified or official bank check, (3) by money order, (4) with shares of Common
Stock owned by the Optionee that have been owned by the Optionee for more than
6 months on the date of surrender or such other period as may be required to
avoid a charge to the Company's earnings for financial accounting purposes, (5)
by authorization for the Company to withhold shares of Common Stock issuable
upon exercise of the Option, (6) by delivery of a properly executed exercise
notice together with such other documentation as the Committee shall require to
effect an exercise of the an option and delivery to the Company of the sale or
loan proceeds required to pay the option price, or (7) any combination of the
foregoing.  The Stock Option Plan also authorizes the Company to make loans to
optionees to enable them to exercise their options. Such loans must at a
minimum (i) provide for recourse to the optionee, (ii) bear interest at a rate
no less than the prime rate of interest of the Company's principal lender, and
(iii) be secured by the shares of Common Stock purchased. Cash payments will be
used by the Company for general corporate purposes.





                                     - 11 -
<PAGE>   13

         The use of already owned shares of Common Stock applies to payment for
the exercise of an option in a single transaction and to the "pyramiding" of
already owned shares in successive, simultaneous option exercises.  In general,
pyramiding permits an option holder to start with as little as one share of
Common Stock and exercise an entire option to the extent then exercisable.  By
utilizing already owned shares of Common Stock, no cash (except for fractional
share adjustments) is needed to exercise an option. Consequently, the optionee
would receive Common Stock equal in value to the spread between the fair market
value of the shares subject to the option and the exercise price of the option.

         No option granted under the Stock Option Plan is assignable or
transferable, other than by will or by the laws of descent and distribution,
unless the Committee's prior written consent is obtained and the proposed
transaction does not violate the requirements of Rule 16b-3 promulgated under
the Exchange Act.  During the lifetime of an optionee, an option is exercisable
only by such optionee. The expiration date of an option will be determined by
the Committee at the time of the grant, but in no event will an option be
exercisable after the expiration of ten years from the date of grant. An option
may be exercised at any time or from time to time or only after a period of
time or in installments, as the Committee determines. The Committee may in its
sole discretion accelerate the date on which any option may be exercised.

         The unexercised portion of any option granted to an employee under the
Stock Option Plan shall automatically be terminated (a) three months after the
date on which the optionee's employment is terminated for any reason other than
(i) Cause (as defined in the Stock Option Plan); (ii) mental or physical
disability; or (iii) death; (b) immediately upon the termination of the
optionee's employment for Cause; (c) one year after the date on which the
optionee's employment is terminated by reason of mental or physical
disabilities; or (d) one year after the date on which the optionee's employment
is terminated by reason of the death of the employee; or one year after the
date on which the optionee shall die if such death shall occur during the one
year period following the termination of the optionee's employment by reason of
mental or physical disability.

         To prevent dilution of the rights of a holder of an option, the Stock
Option Plan provides for adjustment of the number of shares for which options
may be granted, the number of shares subject to outstanding options and the
exercise price of outstanding options in the event of any increase or decrease
in the number of issued and outstanding shares through the declaration of a
stock dividend or through any recapitalization resulting in a stock split-up,
combination or exchange of shares. Provisions governing the effect upon options
of a merger, consolidation or other reorganization of the Company are also
included in the Stock Option Plan.

AMENDMENTS

         No option may be granted under the Stock Option Plan after November
15, 2006.  The Board and the Committee each may from time to time amend the
Stock Option Plan or any option granted thereunder; provided, however, that,
except to the extent provided in the Stock Option Plan with respect to certain
corporate actions, no such amendment may, without approval by the shareholders
of the Company, (i) increase the number of securities which may be issued under
the Stock Option Plan pursuant to the exercise of incentive stock options, (ii)
modify the requirements as to eligibility for participation in the Stock Option
Plan or (iii) increase the aggregate number of options that may be granted to
any one optionee under the Stock Option Plan.


            FEDERAL INCOME TAX CONSEQUENCES OF 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, as amended (the "Code"),
and is not subject to any of the provisions of the Employee Retirement Income
Security Act of 1974, as amended.

         NON-QUALIFIED STOCK OPTIONS.  On exercise of a non-qualified stock
option granted under the Stock Option Plan, an Optionee (other than an officer
or director of the Company) will recognize ordinary income equal to the





                                     - 12 -
<PAGE>   14
excess, if any, of the fair market value on the date of exercise of the Option
of the shares of Common Stock acquired on exercise over the exercise price.
That income will be subject to the withholding of Federal income tax.  The
Optionee's tax basis in those shares will be equal to their fair market value
on the date of exercise of the Option, and his holding period for those shares
will begin on that date.

         An officer or director of the Company or any other person to whom the
short-swing profit recovery provisions of section 16(b) of the Exchange Act
apply in connection with an option under the Stock Option Plan (a "Reporting
Person") generally will not recognize ordinary income until the earlier of the
expiration of the six month period after the exercise of an Option and the
first day on which a sale at a profit of shares acquired on exercise of the
Option would not subject the Reporting Person to suit under section 16(b) of
the Exchange Act.  The amount of ordinary income will equal the excess, if any,
of the fair market value of the shares on the date the income is recognized
over the exercise price of the Option.  A Reporting Person, however, is
entitled under section 83(b) of the Code to elect to recognize ordinary income
on the date of exercise of the Option, in which case the amount of income will
be equal to the excess, if any, of the fair market value of the shares on that
date over the exercise price of the Option.  A section 83(b) election must be
made within 30 days after exercising an Option.

         If an Optionee pays for shares of Common Stock on exercise of an
Option by delivering shares of the Company's Common Stock, the Optionee will
not recognize gain or loss on the shares delivered, even if their fair market
value at the time of exercise differs from the Optionee's tax basis in them.
The Optionee, however, otherwise will be taxed on the exercise of the Option in
the manner described above as if he had paid the exercise price in cash.  If a
separate identifiable stock certificate is issued for that number of shares
equal to the number of shares delivered on exercise of the Option, the
Optionee's tax basis in the shares represented by that certificate will be
equal to his tax basis in the shares delivered, and his holding period for
those shares will include his holding period for the shares delivered.  The
Optionee's tax basis and holding period for the additional shares received on
exercise of the Option will be the same as if the Optionee had exercised the
Option solely in exchange for cash.

         The Company will be entitled to a deduction for Federal income tax
purposes equal to the amount of ordinary income taxable to the Optionee,
provided that amount constitutes an ordinary and necessary business expense for
the Company and is reasonable in amount, and either the employee includes that
amount in income or the Company timely satisfies its reporting requirements
with respect to that amount.

         INCENTIVE STOCK OPTIONS.  Under the Code, an Optionee generally is not
subject to tax upon the grant or exercise of an incentive stock option.  In
addition, if the Optionee holds a share received on exercise of an incentive
stock option for at least two years from the date the Option was granted and at
least one year from the date the Option was exercised (the "Required Holding
Period"), the difference, if any, between the amount realized on a sale or
other taxable disposition of that share and the holder's tax basis in that
share will be long-term capital gain or loss.

         If, however, an Optionee disposes of a share acquired on exercise of
an incentive stock option before the end of the Required Holding Period (a
"Disqualifying Disposition"), the Optionee generally will recognize ordinary
income in the year of the Disqualifying Disposition equal to the excess, if
any, of the fair market value of the share on the date the incentive stock
option was exercised over the exercise price.  If, however, the Disqualifying
Disposition is a sale or exchange on which a loss, if realized, would be
recognized for Federal income tax purposes, and if the sales proceeds are less
than the fair market value of the share on the date of exercise of the Option,
the amount of ordinary income the Optionee recognizes will not exceed the gain,
if any, realized on the sale.  If the amount realized on a Disqualifying
Disposition exceeds the fair market value of the share on the date of exercise
of the Option, that excess will be short-term or long-term capital gain,
depending on whether the holding period for the share exceeds one year.

         An Optionee who exercises an incentive stock option by delivering
shares of Common Stock acquired previously pursuant to the exercise of an
incentive stock option before the expiration of the Required Holding Period for
those shares is treated as making a Disqualifying Disposition of those shares.
This rule prevents "pyramiding" the





                                     - 13 -
<PAGE>   15

exercise of an incentive stock option (that is, exercising an incentive stock
option for one share and using that share, and others so acquired, to exercise
successive incentive stock options) without the imposition of current income
tax.

         For purposes of the alternative minimum tax, the amount by which the
fair market value of a share of Common Stock acquired on exercise of an
incentive stock option exceeds the exercise price of that Option generally will
be an item of adjustment included in the Optionee's alternative minimum taxable
income for the year in which the Option is exercised.  If, however, there is a
Disqualifying Disposition of the share in the year in which the Option is
exercised, there will be no item of adjustment with respect to that share.  If
there is a Disqualifying Disposition in a later year, no income with respect to
the Disqualifying Disposition is included in the Optionee's alternative minimum
taxable income for that year.  In computing alternative minimum taxable income,
the tax basis of a share acquired on exercise of an incentive stock option is
increased by the amount of the item of adjustment taken into account with
respect to that share for alternative minimum tax purposes in the year the
Option is exercised.

         The Company is not allowed an income tax deduction with respect to the
grant or exercise of an incentive stock option or the disposition of a share
acquired on exercise of an incentive stock option after the Required Holding
Period.  However, if there is a Disqualifying Disposition of a share, the
Company is allowed a deduction in an amount equal to the ordinary income
includible in income by any particular optionee, provided that amount
constitutes an ordinary and necessary business expense for the Company and is
reasonable in amount, and either the employee includes that amount in income or
the Company timely satisfies its reporting requirements with respect to that
amount.

         IMPORTANCE OF TAX ADVISER.  The information set forth above is a
summary only and does not purport to be complete.  In addition, the information
is based upon current Federal income tax rules and therefore is subject to
change when those rules change.  Moreover, because the tax consequences to any
optionee under the Stock Option Plan may depend on his particular situation,
each Optionee should consult his tax adviser as to the Federal, state, local
and other tax consequences of the grant or exercise of an Option or the
disposition of Common Stock acquired on exercise of an Option.

         THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES OF COMMON STOCK
PRESENT IN PERSON OR BY PROXY AT THE ANNUAL MEETING AND ENTITLED TO VOTE WILL
BE REQUIRED FOR APPROVAL OF THE PROPOSAL TO ADOPT THE COMPANY'S AMENDED AND
RESTATED 1995 STOCK OPTION PLAN.  THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO APPROVE THE COMPANY'S AMENDED AND
RESTATED 1995 STOCK OPTION PLAN.


                   RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS

         Representatives of Deloitte & Touche LLP, the Company's current
independent auditors, are expected to be present at the Annual Meeting and will
be afforded the opportunity to make a statement if they so desire and to
respond to appropriate questions.

         The accounting firm of Arthur Andersen LLP ("Arthur Andersen")
represented the Company during fiscal years 1995 and 1996 and was dismissed by
the Company's Board of Directors on November 15, 1996.  During the Company's
two most recent fiscal years and subsequent interim period, there were no
disagreements between the Company and Arthur Andersen on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
Arthur Andersen, would have caused it to make reference to the subject matter
of the disagreement in connection with its reports.  Arthur Andersen's reports
on the financial statements of the Company for the two most recent fiscal years
did not contain an adverse opinion or disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope, or accounting principles.
Representatives of Arthur Andersen will not be present at the Annual Meeting.





                                     - 14 -
<PAGE>   16

                                 OTHER BUSINESS

         As of the date of this Proxy Statement, the Board of Directors of the
Company knows of no other business to be presented at the Company's 1996 Annual
Meeting of Shareholders.  If any other business should properly come before the
Company's 1996 Annual Meeting of Shareholders, the persons named in the
accompanying proxy will vote thereon as in their discretion they may deem
appropriate, unless they are directed by a proxy to do otherwise.


                             SHAREHOLDER PROPOSALS

         Proposals by holders of the Company's Common Stock which are intended
to be presented at the next annual meeting of shareholders must be received by
the Company for inclusion in the Company's next proxy statement and form of
proxy relating to that meeting no later than July 18, 1997.  Such proposals
must also comply in full with the requirements of Rule 14a-8 promulgated under
the Exchange Act.


                                        By Order of the Board of Directors,



                                        Charles M. Fernandez
                                        Chairman of the Board of Directors


Miami, Florida
November 18, 1996





                                     - 15 -
<PAGE>   17

                                                                       EXHIBIT A

                    
                    ---------------------------------------

                            CONTINUCARE CORPORATION
                  AMENDED AND RESTATED 1995 STOCK OPTION PLAN

                    ---------------------------------------


         1.      Purpose.  The purpose of this Plan is to advance the interests
of Continucare Corporation, a Florida corporation (the "Company"), by providing
an additional incentive to attract, retain and motivate qualified and competent
persons who are key to the Company and its Subsidiaries, including employees,
officers, directors, independent contractors and consultants and upon whose
efforts and judgment the success of the Company is largely dependent, through
the encouragement of stock ownership in the Company by such persons.

         2.      Definitions.  As used herein, the following terms shall have
                 the meaning indicated:

                 (a)      "Affiliate" shall mean any corporation other than the
Company that is a member of an affiliated group of corporations, as defined in
Section 1504 (determined without regard to Section 1504(b)) of the Code, of
which the Company is a member.

                 (b)      "Board" shall mean the Board of Directors of the
Company.

                 (c)      "Code" shall mean the Internal Revenue Code of 1986,
as amended.

                 (d)      "Committee" shall mean the committee appointed
pursuant to Section 13 hereof to administer the Plan.

                 (e)      "Common Stock" shall mean the Company's Common Stock,
par value $0.0001 per share.

                 (f)      "Company" shall refer to Continucare Corporation.

                 (g)      "Covered Employee" shall mean any individual who, on
the last day of the taxable year of the Company, is (i) the Chief Executive
Officer of the Company or is acting in such capacity (the "CEO"), (ii) among
the four highest compensated officers of the Company and its Affiliates (other
than the CEO), or (iii) otherwise considered to be a "Covered Employee" within
the meaning of Section 162(m) of the Code and the regulations thereunder.

                 (h)      "Director" shall mean a member of the Board or of the
Board of Directors of any Subsidiary.

                 (i)      "Effective Date" shall mean December 2, 1996.

                 (j)      "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended.

                 (k)      "Fair Market Value" of a Share on any date of
reference shall be the "Closing Price" (as defined below) of the Common Stock
on the business day immediately preceding such date, unless the Committee in
its sole discretion shall determine otherwise in a fair and uniform manner.
For the purpose of determining Fair Market Value, the "Closing Price" of the
Common Stock on any business day shall be (i) if the Common Stock is listed or
admitted for trading on any United States national securities exchange, or if
actual transactions are otherwise reported on a consolidated transaction
reporting system, the last reported sale price of Common Stock on such exchange
or reporting system, as reported in any newspaper of general circulation, (ii)
if the Common Stock is quoted on the National Association of Securities Dealers
Automated Quotations System, or any similar system of automated dissemination
of quotations of securities prices in common use, the last reported sale price
of Common
<PAGE>   18

Stock for such day on such system, or (iii) if neither clause (i) or (ii) is
applicable, the mean between the high bid and low asked quotations for the
Common Stock as reported by the National Quotation Bureau, Incorporated if at
least two securities dealers have inserted both bid and asked quotations for
Common Stock on at least five of the ten preceding days.  If neither (i), (ii),
or (iii) above is applicable, then Fair Market Value shall be determined in
good faith by the Committee in a fair and uniform manner.

                 (l)      "Incentive Stock Option" shall mean an incentive
stock option as defined in Section 422 of the Code.

                 (m)      "Non-Employee Director" shall refer to a Director who
is not an employee of the Company or any Subsidiary.

                 (n)      "Non-Qualified Stock Option" shall mean an Option
which is not an Incentive Stock Option.

                 (o)      "Option" (when capitalized) shall mean any option
granted under this Plan.

                 (p)      "Optionee" shall mean a person to whom a stock option
is granted under this Plan or any person who succeeds to the rights of such
person under this Plan by reason of the death of such person.

                 (q)      "Outside Director" shall mean a member of the Board
who (i) is not a current employee of the Company or any Affiliate, (ii) is not
a former employee of the Company or any Affiliate who receives compensation for
prior services (other than benefits under a tax-qualified retirement plan)
during the taxable year; (iii) has not been an officer of the Company or any
Affiliate; (iv) does not receive remuneration either directly or indirectly, in
any capacity other than as a director; and (v) satisfies any other conditions
that shall from time to time be required to qualify as an "outside director"
under Section 162(m) of the Code and the regulations thereunder and as a
"Non-Employee Director" under Rule 16b-3 promulgated under the Exchange Act.
For this purpose, "Remuneration" shall have the meaning afforded that term
pursuant to Treasury Regulations issued under Section 162(m) of the Code, and
shall exclude any de minimis remuneration excluded under those Treasury
Regulations.

                 (r)      "Plan" shall mean this Amended and Restated 1995
Stock Option Plan for the Company.

                 (s)      "Share(s)" shall mean a share or shares of the Common
Stock.

                 (t)      "Subsidiary" shall mean any corporation (other than
the Company) in any unbroken chain of corporations beginning with the Company
if, at the time of the granting of the Option, each of the corporations other
than the last corporation in the unbroken chain owns stock possessing 50
percent or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain.

         3.      Shares and Options.  The Committee may grant to Optionees from
time to time, Options to purchase an aggregate of up to 1,200,000 Shares from
authorized and unissued Shares.  If any Option granted under the Plan shall
terminate, expire, or be canceled or surrendered as to any Shares, new Options
may thereafter be granted covering such Shares.  An Option granted hereunder
shall be either an Incentive Stock Option or a Non-Qualified Stock Option as
determined by the Committee at the time of the grant of such Option and shall
clearly state whether it is an Incentive Stock Option or Non-Qualified Stock
Option.  All Incentive Stock Options shall be granted within 10 years from the
effective date of this Plan.

         4.      Dollar Limitation.  Options otherwise qualifying as Incentive
Stock Options hereunder will not be treated as Incentive Stock Options to the
extent that the aggregate Fair Market Value (determined at the time the Option
is granted) of the Shares, with respect to which Options meeting the
requirements of Code Section 422(b) are exercisable for the first time by any
individual during any calendar year (under all plans of the Company and any
Subsidiary), exceeds $100,000.





                                     - 2 -
<PAGE>   19


         5.      Conditions for Grant of Options.

                 (a)      Each Option shall be evidenced by an option agreement
that may contain any term deemed necessary or desirable by the Committee,
provided such terms are not inconsistent with this Plan or any applicable law.
Optionees shall be those persons selected by the Committee who are employees
and/or Directors of the Company or any Subsidiary.

                 (b)      In granting Options, the Committee shall take into
consideration the contribution the person has made to the success of the
Company or its Subsidiaries and such other factors as the Committee shall
determine.  The Committee shall also have the authority to consult with and
receive recommendations from officers and other personnel of the Company and
its Subsidiaries with regard to these matters.  The Committee may, from time to
time in granting Options, prescribe such other terms and conditions concerning
such Options as it deems appropriate, including, without limitation, (i)
prescribing the date or dates on which the Option becomes exercisable, (ii)
providing that the Option rights accrue or become exercisable in installments
over a period of years, and/or upon the attainment of stated goals, or (iii)
relating an Option to the continued employment of the Optionee for a specified
period of time, provided that such terms and conditions are not more favorable
to an Optionee than those expressly permitted herein.

                 (c)      The Options granted to employees under this Plan
shall be in addition to regular salaries, pension, life insurance or other
benefits related to their employment with the Company or its Subsidiaries.
Neither the Plan nor any Option granted under the Plan shall confer upon any
person any right to employment or continuance of employment by the Company or
its Subsidiaries.

                 (d)      Notwithstanding any other provisions of the Plan to
the contrary, an Incentive Stock Option shall not be granted to any person
owning directly or indirectly (through attribution under Section 424(d) of the
Code) at the date of grant, stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company (or of its parent
or subsidiary, as those terms are defined in Section 424 of the Code, at the
date of grant) unless the option price of such Option is at least 110% of the
Fair Market Value of the Shares subject to such Option on the date the Option
is granted, and such Option by its terms is not exercisable after the
expiration of five years from the date such Option is granted.

                 (e)      Notwithstanding any other provision of this Plan, and
in addition to any other requirements of this Plan, the aggregate number of
Shares with respect to which Options may be granted to any one Optionee may not
exceed 500,000, subject to adjustment as provided in Section 10(a) hereof.

                 (f)      Notwithstanding any other provision of this Plan, and
in addition to any other requirements of this Plan, Options may not be granted
to a Covered Employee unless the grant of such Option is authorized by, and all
of the terms of such Options are determined by, a Committee that is appointed
in accordance with Section 13 of this Plan and all of whose members are Outside
Directors.

         6.      Option Price.  The option price per Share of any Option shall
be any price determined by the Committee, but shall not be less than the par
value per Share; provided, however, that in no event shall the option price per
Share of any Incentive Stock Option be less than the Fair Market Value of the
Shares underlying such Option on the date such Option is granted.

         7.      Exercise of Options.  An Option shall be deemed exercised when
(i) the Company or the Committee has received written notice of such exercise
in accordance with the terms of the Option, (ii) full payment of the aggregate
option price of the Shares as to which the Option is exercised has been made,
and (iii) arrangements that are satisfactory to the Committee in its sole
discretion have been made for the Optionee's payment to the Company of the
amount that is necessary for the Company or Subsidiary employing the Optionee
to withhold in accordance with applicable Federal or state tax withholding
requirements.  Unless further limited by the Committee in any Option, the
option price of any Shares purchased shall be paid (1) in cash, (2) by
certified or official bank





                                     - 3 -
<PAGE>   20

check, (3) by money order, (4) with Shares owned by the Optionee that have been
owned by the Optionee for more than 6 months on the date of surrender or such
other period as may be required to avoid a charge to the Company's earnings for
financial accounting purposes, (5) by authorization for the Company to withhold
Shares issuable upon exercise of the Option, (6) by arrangement with a broker
that is acceptable to the Committee where payment of the Option price is made
pursuant to an irrevocable direction to the broker to deliver all or part of
the proceeds from the sale of the Option Shares to the Company in payment of
the Option price, or (7) any combination of the foregoing.  The Committee in
its sole discretion may accept a personal check in full or partial payment of
any Shares.  If the exercise price is paid in whole or in part with Shares, the
value of the Shares surrendered shall be their Fair Market Value on the date
the Option is exercised.  The Company in its sole discretion may, on an
individual basis or pursuant to a general program established in connection
with this Plan, and subject to applicable law, lend money to an Optionee,
guarantee a loan to an Optionee, or otherwise assist an Optionee to obtain the
cash necessary to exercise all or a portion of an Option granted hereunder or
to pay any tax liability of the Optionee attributable to such exercise.  If the
exercise price is paid in whole or part with Optionee's promissory note, such
note shall (i) provide for full recourse to the maker, (ii) be collateralized
by the pledge of the Shares that the Optionee purchases upon exercise of such
Option, (iii) bear interest at a rate no less than the prime rate of the
Company's principal lender, and (iv) contain such other terms as the Board in
its sole discretion shall reasonably require.  No Optionee shall be deemed to
be a holder of any Shares subject to an Option unless and until a stock
certificate or certificates for such Shares are issued to such person(s) under
the terms of this Plan.  No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date such stock
certificate is issued, except as expressly provided in Section 10 hereof.

         8.      Exercisability of Options. Except as otherwise provided in
this Section 8, any Option shall become exercisable in such amounts, at such
intervals and upon such terms as the Committee shall provide in such Option.

                 (a)      The expiration date of an Option shall be determined
by the Committee at the time of grant, but in no event shall an Option be
exercisable after the expiration of 10 years from the date on which the Option
is granted.

                 (b)      Unless otherwise provided in any Option, each
outstanding Option shall become immediately fully exercisable:

                          (i)     if there occurs any transaction (which shall
                 include a series of transactions occurring within 60 days or
                 occurring pursuant to a plan), that has the result that
                 shareholders of the Company immediately before such
                 transaction cease to own at least 51% of the voting stock of
                 the Company or of any entity that results from the
                 participation of the Company in a reorganization,
                 consolidation, merger, liquidation or any other form of
                 corporate transaction;

                          (ii)    if the shareholders of the Company shall
                 approve a plan of merger, consolidation, reorganization,
                 liquidation or dissolution in which the Company does not
                 survive (unless the approved merger, consolidation,
                 reorganization, liquidation or dissolution is subsequently
                 abandoned); or

                          (iii)   if the shareholders of the Company shall
                 approve a plan for the sale, lease, exchange or other
                 disposition of all or substantially all the property and
                 assets of the Company (unless such plan is subsequently
                 abandoned).

                 (c)      The Committee may in its sole discretion accelerate
the date on which any Option may be exercised and may accelerate the vesting of
any Shares subject to any Option.





                                     - 4 -
<PAGE>   21

         9.      Termination of Option Period.

                 (a)      The unexercised portion of any Option granted to an
Optionee shall automatically and without notice terminate and become null and
void at the time of the earliest to occur of the following:

                          (i)     three months after the date on which the
                 Optionee's employment with the Company or any Subsidiary, or
                 service as a Director, is terminated or, in the case of a
                 Non-Qualified Stock Option and unless the Committee shall
                 otherwise determine in writing in its sole discretion, the
                 date on which the Optionee's employment with the Company or
                 any Subsidiary, or service as a Director, is terminated, in
                 either case for any reason other than by reason of (A) Cause,
                 which shall mean "Cause" under such Optionee's employment
                 agreement, if any, and which, solely for purposes of this
                 Plan, also shall mean the termination of the Optionee's
                 employment or the removal of the Optionee as a Director by
                 reason of the Optionee's willful misconduct or gross
                 negligence, (B) the Optionee's mental or physical disability
                 (within the meaning of Code Section 22(e)) as determined by a
                 medical doctor satisfactory to the Committee, or (C) the
                 Optionee's death;

                          (ii)    immediately upon the termination of the
                 Optionee's employment with the Company or any Subsidiary, or
                 service as a Director, for Cause;

                          (iii)   twelve months after the date on which the
                 Optionee's employment with the Company or any Subsidiary, or
                 service as a Director is terminated by reason of mental or
                 physical disability (within the meaning of Code Section 22(e))
                 as determined by a medical doctor satisfactory to the
                 Committee; or

                          (iv)    (A) twelve months after the date of the
                 Optionee's death or (B) three months after the date of the
                 Optionee's death if such death shall occur during the twelve
                 month period specified in Subsection 10(a)(iii) hereof.

                 (b)      The Board or the Committee in its sole discretion may
by giving written notice (the "Cancellation Notice") cancel, effective upon the
date of the consummation of any corporate transaction described in Subsections
8(b)(i), (ii) or (iii) hereof, any Option that remains unexercised on such
date.  Such Cancellation Notice shall be given a reasonable period of time
prior to the proposed date of such cancellation and may be given either before
or after  approval of such corporate transaction.

         10.     Adjustment of Shares.

                 (a)      If at any time while the Plan is in effect or
unexercised Options are outstanding, there shall be any increase or decrease in
the number of issued and outstanding Shares through the declaration of a stock
dividend or through any recapitalization resulting in a stock split-up,
combination or exchange of Shares, then and in such event:

                          (i)     appropriate adjustment shall be made in the
                 maximum number of Shares available for grant under the Plan,
                 and to any one Optionee, so that the same percentage of the
                 Company's issued and outstanding Shares shall continue to be
                 subject to being so optioned; and

                          (ii)    appropriate adjustment shall be made in the
                 number of Shares and the exercise price per Share thereof then
                 subject to any outstanding Option, so that the same percentage
                 of the Company's issued and outstanding Shares shall remain
                 subject to purchase at the same aggregate exercise price.





                                     - 5 -
<PAGE>   22

                 (b)      Unless otherwise provided in any Option, the
Committee may change the terms of Options outstanding under this Plan,
including with respect to the option price or the number of Shares subject to
the Options, or both, when, in the Committee's sole discretion, such
adjustments become appropriate by reason of a corporate transaction described
in Subsections 8(b)(i), (ii) or (iii) hereof.

                 (c)      Except as otherwise expressly provided herein, the
issuance by the Company of shares of its capital stock of any class, or
securities convertible into shares of capital stock of any class, either in
connection with direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to the number of or
exercise price of Shares then subject to outstanding Options granted under the
Plan.

                 (d)      Without limiting the generality of the foregoing, the
existence of outstanding Options granted under the Plan shall not affect in any
manner the right or power of the Company to make, authorize or consummate (i)
any or all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business; (ii) any merger or
consolidation of the Company; (iii) any issue by the Company of debt securities
or preferred or preference stock that would rank above the Shares subject to
outstanding Options; (iv) the dissolution or liquidation of the Company; (v)
any sale, transfer or assignment of all or any part of the assets or business
of the Company; or (vi) any other corporate act or proceeding, whether of a
similar character or otherwise or would otherwise prohibit the registration of
the Common Stock on Form S-B.


         11.     Transferability of Options and Shares.

                 (a)      No Incentive Stock Option, and unless the Committee's
prior written consent is obtained and the transaction does not violate the
requirements of Rule 16b-3 promulgated under the Exchange Act or would
otherwise prohibit the registration of the Common Stock on Form S-8, no
Non-Qualified Stock Option, shall be subject to alienation, assignment, pledge,
charge or other transfer other than by the Optionee by will or the laws of
descent and distribution, and any attempt to make any such prohibited transfer
shall be void.  Each Option shall be exercisable during the Optionee's lifetime
only by the Optionee, or in the case of a Non-Qualified Stock Option that has
been assigned or otherwise transferred with the Committee's prior written
consent, only by the assignee consented to by the Committee.

                 (b)      Unless the Committee's prior written consent is
obtained and the transaction does not violate the requirements of Rule 16b-3
promulgated under the Exchange Act, no Shares acquired by an Officer, as that
term is defined under Rule 16b-3, of the Company or Director pursuant to the
exercise of an Option may be sold, assigned, pledged or otherwise transferred
prior to the expiration of the six-month period following the date on which the
Option was granted.

         12.     Issuance of Shares.

                 (a)      Notwithstanding any other provision of this Plan, the
Company shall not be obligated to issue any Shares unless it is advised by
counsel of its selection that it may do so without violation of the applicable
Federal and State laws pertaining to the issuance of securities, and may
require any stock so issued to bear a legend, may give its transfer agent
instructions, and may take such other steps, as in its judgment are reasonably
required to prevent any such violation.

                 (b)      As a condition of any sale or issuance of Shares upon
exercise of any Option, the Committee may require such agreements or
undertakings, if any, as the Committee may deem necessary or advisable to
assure compliance with any such law or regulation including, but not limited
to, the following:





                                     - 6 -
<PAGE>   23

                          (i)     a representation and warranty by the Optionee
                 to the Company, at the time any Option is exercised, that he
                 is acquiring the Shares to be issued to him for investment and
                 not with a view to, or for sale in connection with, the
                 distribution of any such Shares; and

                          (ii)    a representation, warranty and/or agreement
                 to be bound by any legends that are, in the opinion of the
                 Committee, necessary or appropriate to comply with the
                 provisions of any securities law deemed by the Committee to be
                 applicable to the issuance of the Shares and are endorsed upon
                 the Share certificates.
         13.     Administration of the Plan.

                 (a)      The Plan shall be administered by the Committee,
which shall consist of not less than two Directors, each of whom shall be
Outside Directors.  The Committee shall have all of the powers of the Board
with respect to the Plan.  Any member of the Committee may be removed at any
time, with or without cause, by resolution of the Board, and any vacancy
occurring in the membership of the Committee may be filled by appointment of
the Board.

                 (b)      The Board may reserve to itself the power to grant
Options to employees or Directors of the Company or any Subsidiary who are not
Covered Employees.  If and to the extent that the Board reserves such powers,
then all references herein to the Committee shall refer to the Board with
respect to the Options granted by the Board.

                 (c)      The Committee, from time to time, may adopt rules and
regulations for carrying out the purposes of the Plan.  The Committee's
determinations and its interpretation and construction of any provision of the
Plan shall be final and conclusive.

                 (d)      Any and all decisions or determinations of the
Committee shall be made either (i) by a majority vote of the members of the
Committee at a meeting or (ii) without a meeting by the unanimous written
approval of the members of the Committee.

         14.     Withholding or Deduction for Taxes.  If at any time specified
herein for the making of any issuance or delivery of any Option or Common Stock
to any Optionee, any law or regulation of any governmental authority having
jurisdiction in the premises shall require the Company to withhold, or to make
any deduction for, any taxes or take any other action in connection with the
issuance or delivery then to be made, such issuance or delivery shall be
deferred until such withholding or deduction shall have been provided for by
the Optionee or beneficiary, or other appropriate action shall have been taken.

          15.    Interpretation.

                 (a)      As it is the intent of the Company that the Plan
comply in all respects with Rule 16b-3 promulgated under the Exchange Act
("Rule 16b-3"), any ambiguities or inconsistencies in construction of the Plan
shall be interpreted to give effect to such intention, and if any provision of
the Plan is found not to be in compliance with Rule 16b-3, such provision shall
be deemed null and void to the extent required to permit the Plan to comply
with Rule 16b-3.  The Board and the Committee each may from time to time adopt
rules and regulations under, and amend, the Plan in furtherance of the intent
of the foregoing.

                 (b)      The Plan shall be administered and interpreted so
that all Incentive Stock Options granted under the Plan will qualify as
Incentive Stock Options under section 422 of the Code.  If any provision of the
Plan should be held invalid for the granting of Incentive Stock Options or
illegal for any reason, such determination shall not affect the remaining
provisions hereof, but instead the Plan shall be construed and enforced as if
such provision had never been included in the Plan.

   (c)      This Plan shall be governed by the laws of the State of Florida.





                                     - 7 -
<PAGE>   24


                 (d)      Headings contained in this Plan are for convenience
only and shall in no manner be construed as part of this Plan.

                 (e)      Any reference to the masculine, feminine, or neuter
gender shall be a reference to such other gender as is appropriate.

         16.     Amendment and Discontinuation of the Plan.  The Board and the
Committee each may from time to time amend the Plan or any Option in accordance
with the rules and regulations of the applicable United States national
securities exchange or automated quotation system; provided, however, that,
except to the extent provided in Section 10, no such amendment may, without
approval by the shareholders of the Company, (i) increase the number of
securities which may be issued under the Plan pursuant to the exercise of
Incentive Stock Options, (ii) modify the requirements as to eligibility for
participation in the Plan or (iii) increase the aggregate number of Options
that may be granted to any one Optionee; and provided further, that, except to
the extent provided in Section 9, no amendment or suspension of the Plan or any
Option issued hereunder shall substantially impair any Option previously
granted to any Optionee without the consent of such Optionee.

         17.     Effective Date and Termination Date.  The Plan shall be
effective upon the Effective Date and shall terminate on the 10th anniversary
of the Effective Date.





                                     - 8 -
<PAGE>   25
                                                                    Appendix A


                            CONTINUCARE CORPORATION

                       THIS PROXY IS SOLICITED ON BEHALF
                      OF THE COMPANY'S BOARD OF DIRECTORS

                                  COMMON STOCK


The undersigned, a holder of Common Stock of Continucare Corporation, a Florida
corporation (the "Company"), hereby appoints Charles M. Fernandez, as proxy for
the undersigned, with full power of substitution, for and in the name of the
undersigned to act for the undersigned and to vote, as designated below, all of
the shares of stock of the Company that the undersigned is entitled to vote at
the 1996 Annual Meeting of Shareholders of the Company, to be held on Monday,
December 2, 1996, at 10:00 a.m., local time, at 100 Southeast Second Avenue,
19th Floor, Miami, Florida and at any adjournment(s) or postponement(s)
thereof.


THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS AND THE
OTHER PROPOSALS SET FORTH.

(1)      ELECTION OF CHARLES M. FERNANDEZ, DR. PHILLIP FROST, ARTHUR M.
         GOLDBERG, RICHARD B. FROST, MARK J. HANNA AND DR. MICHAEL C. PIERCEY
         as directors.

                 [  ]     VOTE FOR all nominees listed above, except vote
withheld from the following nominees (if any):

                 [  ]     VOTE WITHHELD from all nominees listed above.

                 [  ]     ABSTAIN

(2)      PROPOSAL to adopt the Company's Amended and Restated 1995 Stock Option
         Plan.

                    [  ] FOR    [  ] AGAINST   [  ] ABSTAIN

(3)      Upon such other matters as may properly come before the Annual Meeting
         and  any adjournments thereof. In their discretion, the proxies are
         authorized to vote upon such other business as may properly come
         before the Annual Meeting, and any adjournment(s) or postponement(s)
         thereof.

                               (see reverse side)
<PAGE>   26

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED 'FOR' ALL OF THE PROPOSALS.



                                        Dated ____________ , 1996



                                        ----------------------------------------
                                                       (Signature)



                                        ----------------------------------------
                                                (Signature if held jointly)


IMPORTANT: Please sign exactly as your name appears and mail it promptly even
though you now plan to attend the meeting.  When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENVELOPE
PROVIDED.

NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES.


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