ZANART ENTERTAINMENT INC
8-K, 1996-09-27
COMMERCIAL PRINTING
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<PAGE>   1
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549


                                  FORM 8-K


                               CURRENT REPORT


                   Pursuant to Section 13 or 15(d) of the
                     Securities and Exchange Act of 1934


     Date of Report (Date of earliest event reported) September 11, 1996


                      ZANART ENTERTAINMENT INCORPORATED
                      ---------------------------------
           (Exact name of registrant as specified in its charter)


                                   Florida
                        ----------------------------
               (State or other jurisdiction of incorporation)


               0-25804                      59-2716063        
        -----------------------   -------------------------------
        (Commission File Number  (IRS Employer Identification No.)


                      Zanart Entertainment Incorporated
                  3333 West Commercial Boulevard, Suite 105
                       Fort Lauderdale, Florida       33309 
        ------------------------------------------------------
        (Address of principal executive office)     (Zip Code)








    Registrant's telephone number, including area code     (954) 733-0707
                                                           --------------
<PAGE>   2
Item 2.         Acquisition or Disposition of Assets.

        On August 9, 1996, Zanart Entertainment Incorporated ("Zanart") signed
a definitive Agreement and Plan of Merger (the "Merger Agreement") with Zanart
Subsidiary, Inc. ("ZSI"), a wholly-owned subsidiary of Zanart, and Continucare
Corporation ("Continucare"), a Florida corporation.  The Merger Agreement
provides for the merger (the "Merger") of ZSI with and into Continucare.  Upon
the consummation of the Merger which occurred on September 11, 1996 and
pursuant to the terms of the Merger Agreement, (i) each issued and outstanding
share of common stock of Continucare converted into one share of Common Stock,
the separate existence of ZSI terminated and Continucare became a wholly-owned
subsidiary of Zanart, (ii) Zanart agreed to sell or otherwise dispose of its
assets (other than cash) and discharge all liabilities relating to Zanart's
existing licensing business and (iii) Zanart's Board of Directors and
management became comprised of designees of Continucare.


Item 7.         Financial Statements, Pro Forma Financial Information and 
                Exhibits.

        (a) & (b)  It is currently impractical to provide financial statements,
                   pro forma or otherwise, required pursuant to Regulation S-B. 
                   This Report will be amended within 60 days from the date 
                   this Report is filed to include such financial statement 
                   information.

        (c)     Exhibits

           10.1    Agreement and Plan of Merger dated August 9, 1996, by and 
                   among Continucare Corporation, Zanart Entertainment
                   Incorporated and Zanart Subsidiary, Inc.



                                      2

<PAGE>   3
                                 SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                     ZANART ENTERTAINMENT INCORPORATED



Date:  September 25, 1996            By:/s/ Charles M. Fernandez        
                                        ------------------------------------
                                            Charles M. Fernandez



                                      5


<PAGE>   1
                                                                   EXHIBIT 10.1





                       =================================

                                   AGREEMENT
                                      AND
                                 PLAN OF MERGER

                                  BY AND AMONG

                            CONTINUCARE CORPORATION,

                       ZANART ENTERTAINMENT INCORPORATED

                                      AND

                            ZANART SUBSIDIARY, INC.

                       =================================


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

                                 AUGUST 9, 1996

                                 --------------
<PAGE>   2
                              TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                     PAGE
                                                                                                                     ----
<S>              <C>                                                                                                   <C>
ARTICLE I        THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         1.1     The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         1.2     Effective Time of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

ARTICLE II       ZANART AND THE SURVIVING CORPORATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         2.1     Articles of Incorporation of the Surviving Corporation . . . . . . . . . . . . . . . . . . . . . . .   1
         2.2     Bylaws of the Surviving Corporation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         2.3     Directors and Officers of Zanart and the Surviving Corporation . . . . . . . . . . . . . . . . . . .   1

ARTICLE III      CONVERSION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
         3.1     Exchange Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
         3.2     Exchange of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
         3.3     Dividends; Transfer Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
         3.4     Closing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
         3.5     Supplementary Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4

ARTICLE IV       REPRESENTATIONS AND WARRANTIES OF CONTINUCARE  . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         4.1     Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         4.2     Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         4.3     Authority Relative to this Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         4.4     Consents and Approvals; No Violations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         4.5     Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         4.6     Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         4.7     Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         4.8     Contracts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         4.9     Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         4.10    Compliance With Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         4.11    Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         4.12    Labor and Employment Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         4.13    Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         4.14    Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         4.15    Liabilities of Continucare . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         4.16    Environmental Matters  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         4.17    Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         4.18    Real Estate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

ARTICLE V        REPRESENTATIONS AND WARRANTIES OF ZANART AND ZSI . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         5.1     Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         5.2     Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         5.3     Authority Relative to this Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         5.4     Consents and Approvals; No Violations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         5.5     Reports and Financial Statements; Eligibility for Use of Form S-3  . . . . . . . . . . . . . . . . .  12
         5.6     Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         5.7     Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         5.8     Contracts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         5.9     Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         5.10    Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
                                                                                                                         
</TABLE>
<PAGE>   3

<TABLE>
<S>              <C>                                                                                                   <C>
         5.11    Compliance With Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         5.12    Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         5.13    Labor and Employment Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         5.14    Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         5.15    Liabilities of Zanart  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         5.16    Environmental Matters  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         5.17    Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         5.18    Real Estate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

ARTICLE VI       CONDUCT OF BUSINESS PENDING THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         6.1     Conduct of Business Pending the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         6.2     Compensation Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         6.3     Current Information  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         6.4     Legal Conditions to Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         6.5     Advice of Changes; Government Filings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         6.6     Accounting Methods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         6.7     Change of Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

ARTICLE VII      ADDITIONAL AGREEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         7.1     Access and Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         7.2     Acquisition Proposals  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         7.3     Nasdaq Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         7.4     Private Placement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         7.5     Disposition by Zanart of Existing Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         7.6     Director and Officer Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         7.7     Registration Statement on Form S-3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         7.8     Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         7.9     Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         7.10    Key Man Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         7.11    Additional Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

ARTICLE VIII     CONDITIONS TO CONSUMMATION OF THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         8.1     Conditions to All Companies' Obligation to Effect the Merger . . . . . . . . . . . . . . . . . . . .  22
         8.2     Conditions to Obligation of Continucare to Effect the Merger . . . . . . . . . . . . . . . . . . . .  23
         8.3     Conditions to Obligation of Zanart and ZSI to Effect the Merger  . . . . . . . . . . . . . . . . . .  23

ARTICLE IX       POST-CLOSING ADJUSTMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24

ARTICLE X        TERMINATION, AMENDMENT AND WAIVER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         10.1    Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         10.2    Effect of Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         10.3    Amendment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         10.4    Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26

ARTICLE XI       GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         11.1    Confidentiality and Non-Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         11.2    Survival of Representations, Warranties and Agreements . . . . . . . . . . . . . . . . . . . . . . .  26
         11.3    Brokers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
7.11     11.4    Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         11.5    Descriptive Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         11.6    Entire Agreement; Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
</TABLE>





                                       ii
<PAGE>   4

<TABLE>
         <S>     <C>                                                                                                   <C>
         11.7    Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         11.8    Parties in Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         11.9    Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         11.10   Validity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         11.11   Investigation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         11.12   Attorneys' Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
</TABLE>





                                      iii
<PAGE>   5
                          AGREEMENT AND PLAN OF MERGER


         AGREEMENT AND PLAN OF MERGER, dated as of August 9, 1996, by and among
Continucare Corporation, a Florida corporation ("Continucare"), Zanart
Entertainment Incorporated, a Florida corporation ("Zanart"), and Zanart
Subsidiary, Inc., a Florida corporation ("ZSI").  The parties hereto are
sometimes hereinafter referred to collectively as the "Companies" or the
"Constituent Corporations," or individually as a "Company" or a "Constituent
Corporation."

         WHEREAS, the respective Boards of Directors of the Companies deem it
advisable and in the best interests of their respective shareholders that ZSI
merge with and into Continucare (the "Merger"), with Continucare as the
surviving corporation and a wholly-owned subsidiary of Zanart immediately
following the Merger, upon the terms and subject to the conditions set forth
herein.

         NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein, the
parties hereto agree as follows:


                                   ARTICLE I

                                  THE MERGER

         1.1     The Merger.  Upon the terms and subject to the conditions of
this Agreement, at the Effective Time (as defined in Section 1.2 hereof) ZSI
shall merge with and into Continucare, with Continucare being the surviving
corporation in the Merger (the "Surviving Corporation"), and the separate
existence of ZSI shall thereupon cease.  The Merger shall have the effects set
forth in Section 607.1106 of the Florida Business Corporation Act (the "FBCA").

         1.2     Effective Time of the Merger.  The Merger shall become
effective upon the filing of properly executed Articles of Merger with the
Department of State of the State of Florida, which filing shall be made on the
Closing Date (as hereinafter defined) after satisfaction of the conditions set
forth in Article VIII hereof.  When used in this Agreement, the term "Effective
Time" shall mean the date and time at which such Articles of Merger are
successfully filed.


                                   ARTICLE II

                      ZANART AND THE SURVIVING CORPORATION

         2.1     Articles of Incorporation of the Surviving Corporation.  The
Articles of Incorporation of ZSI as in effect at the Effective Time shall
become the Articles of Incorporation of the Surviving Corporation until
thereafter amended in accordance with such Articles and applicable law.

         2.2     Bylaws of the Surviving Corporation.  The Bylaws of
Continucare as in effect at the Effective Time shall be the Bylaws of the
Surviving Corporation until thereafter amended in accordance with such Bylaws
and applicable law.

         2.3     Directors and Officers of Zanart and the Surviving Corporation.

         (a)     Immediately following the Effective Time, the Board of
Directors of each of the Companies shall take or cause to be taken all
necessary action so that, at the Effective Time, the Board of Directors of each
of Zanart and the Surviving Corporation shall consist of seven (7) individuals
designated by
<PAGE>   6

Continucare, including the following three individuals who have consented to
serve as directors of the Company, each of whom shall serve until their
respective successors have been elected and duly qualified:

                             Charles M. Fernandez
                             Arthur Goldberg
                             Dr. Phillip Frost

         (b)     Immediately following the replacement of the Board of
Directors pursuant to Section 2.3(a) above, the Board of Directors of each of
the Companies shall take or cause to be taken all necessary action so that the
officers of each of Zanart and the Surviving Corporation shall include the
following:

       Charles M. Fernandez  -  Chairman, President and Chief Executive Officer
       Dr. Phillip Frost     -  Vice Chairman 
       Douglas Miller        -  Executive Vice President 
       Barry Goldstein       -  Executive Vice President



                                  ARTICLE III

                              CONVERSION OF SHARES

         3.1     Exchange Ratio.  At the Effective Time, by virtue of the 
Merger and without any action on the part of the holder thereof:


         (a)     Each share ("Continucare Share") of common stock, par value
$1.00 per share, of Continucare ("Continucare Common Stock") issued and
outstanding immediately prior to the Effective Time (which as a condition to
Closing shall not exceed 8,300,000 shares) shall be converted at the Effective
Time into the right to receive one (1) share ("Zanart Share") of common stock,
par value $.0001 per share, of Zanart ("Zanart Common Stock") (the ratio of
Continucare Shares exchanged for Zanart Shares is hereinafter referred to as
the "Exchange Ratio").

         (b)     At the Effective Time, each certificate previously
representing any Continucare Shares shall thereafter represent the Zanart
Shares into which such Continucare Shares have been converted.  Certificates
representing Continucare Shares shall be exchanged for certificates
representing Zanart Shares issued in consideration therefor upon the surrender
of such certificates in accordance with the provisions hereof.  If prior to the
Effective Time Zanart or Continucare should split or combine the shares of
Continucare Common Stock or Zanart Common Stock, or pay a stock dividend or
other stock distribution in shares of Continucare Common Stock or Zanart Common
Stock, then the Exchange Ratio will be appropriately adjusted to reflect such
split, combination, dividend or other distribution.

         (c)     Each share of Continucare Common Stock held in treasury of
Continucare immediately prior to the Effective Time shall be canceled and
retired and cease to exist, and no shares of Zanart Common Stock or any other
consideration shall be issued in exchange therefor.





                                       2
<PAGE>   7
         3.2     Exchange of Shares.

         (a)     No later than the Effective Time, Zanart shall make available,
and each holder of Continucare Shares will be entitled to receive, upon
surrender to Zanart of one or more certificates representing such Continucare
Shares for cancellation, certificates representing the number of Zanart Shares
into which such Continucare Shares are converted in the Merger.  The Zanart
Shares into which the Continucare Shares shall be converted in the Merger shall
be deemed to have been issued at the Effective Time.

         (b)     As soon as reasonably practicable after the Effective Time,
Zanart shall mail to each holder of record of a certificate or certificates
which immediately prior to the Effective Time represented outstanding
Continucare Shares (the "Certificates") which were converted into Zanart Shares
pursuant to Section 3.1, (i) a letter of transmittal (which shall specify that
delivery shall be effected, and risk of loss and title to the Certificates
shall pass, only upon delivery of the Certificates to Zanart and shall be in
such form and have such other provisions as Zanart and Continucare may
reasonably specify) and (ii) instructions for use in effecting the surrender of
the Certificates in exchange for certificates representing Zanart Shares.  Upon
surrender of a Certificate for cancellation to Zanart together with such letter
of transmittal, duly executed, the holder of such Certificate shall be entitled
to receive in exchange therefor a certificate representing that number of
Zanart Shares which such holder has the right to receive in respect of the
Certificates surrendered pursuant to the provisions of this Article III.

         (c)     In the event that any Certificate representing Continucare
Shares shall have been lost, stolen or destroyed, upon the making of an
affidavit of that fact by the person claiming such Certificate to be lost,
stolen or destroyed, Zanart will issue or cause to be issued in exchange for
such lost, stolen or destroyed Certificate the number of Zanart Shares into
which such Continucare Shares are converted in the Merger in accordance with
this Article III.  When authorizing such issuance in exchange therefor, the
Board of Directors of Zanart may, in its reasonable discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed Certificate to give Zanart a bond in such sum as it may
direct as indemnity, or such other form of indemnity, as it shall direct,
against any claim that may be made against Zanart with respect to the
Certificate alleged to have been lost, stolen or destroyed.

         (d)     At and after the Effective Time, the holders of Certificates
representing Continucare Shares to be exchanged for Zanart Shares pursuant to
this Agreement shall cease to have any rights as shareholders of Continucare
except for the right to surrender such stock certificates in exchange for
Zanart Shares as provided herein.

         3.3     Dividends; Transfer Taxes.  No dividends that are declared on
Zanart Shares will be paid to persons entitled to receive Zanart Shares until
such persons surrender their Certificates representing Continucare Shares.
Upon such surrender, there shall be paid to the person in whose name the
certificates representing such Zanart Shares shall be issued any dividends
which shall have become payable with respect to such Zanart Shares between the
Effective Time and the time of such surrender.  In no event shall the person
entitled to receive such dividends be entitled to receive interest on such
dividends.  If any certificates for any Zanart Shares are to be issued in a
name other than that in which the Certificate surrendered in exchange therefor
is registered, it shall be a condition of such exchange that the person
requesting such exchange shall pay to Zanart any transfer or other taxes
required by reason of the issuance of certificates for such Zanart Shares in a
name other than that of the registered holder of the Certificate surrendered,
or shall establish to the satisfaction of Zanart that such tax has been paid or
is not applicable.

         3.4     Closing.  The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of Greenberg,
Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. ("Greenberg Traurig"), 1221
Brickell Avenue, Miami, Florida 33131, at 9:00 am., local time, on the first
business day (the "Closing Date") after the day on which all of the conditions
set forth in Article VIII hereof are satisfied or waived, or at such other
date, time and place as the Companies shall agree.





                                       3
<PAGE>   8

         3.5     Supplementary Action.  If at any time after the Effective
Time, any further assignments or assurances in law or any other things are
necessary or desirable to vest or to perfect or confirm of record in the
Surviving Corporation the title to any property or rights of any Constituent
Corporation, or otherwise to effectuate the provisions of this Agreement, the
officers and directors of the Surviving Corporation are hereby authorized and
empowered on behalf of the Constituent Corporations, in the name of and on
behalf of any Constituent Corporation, as appropriate, to execute and deliver
any and all things necessary or proper to vest or to perfect or confirm title
to such property or rights in the Surviving Corporation, and otherwise to
effectuate the purposes and provisions of this Agreement.


                                   ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES OF CONTINUCARE

         As used in this Agreement, (i) the term "Material Adverse Effect"
means, with respect to Continucare, a material adverse effect on the business,
assets, prospects, results of operation or financial condition of Continucare
and its subsidiaries taken as a whole or in the ability of Continucare to
perform its obligations hereunder and (ii) the word "subsidiary" when used with
respect to Continucare means any corporation or other organization, whether
incorporated or unincorporated, of which Continucare or any other subsidiary of
Continucare is a general partner or of which at least a majority of the
securities or other interests having by their terms ordinary voting power to
elect a majority of the Board of Directors or others performing similar
functions with respect to such corporations or other organizations is directly
or indirectly owned or controlled by Continucare and/or by any one or more of
its subsidiaries.

         Continucare represents and warrants, with respect to itself and its
subsidiaries, to Zanart and ZSI, except as disclosed to Zanart or ZSI in a
writing designated as a "Schedule" or a "Disclosure Schedule" attached to this
Agreement or any other disclosure acknowledged in writing by Zanart or ZSI as
having been disclosed, as follows (with any reference in any Disclosure
Schedule being deemed to have been disclosed in all Disclosure Schedules):

         4.1     Organization.  Continucare is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of
incorporation and has the corporate power to carry on its business as it is now
being conducted.  Continucare is duly qualified as a foreign corporation to do
business and is in good standing (to the extent the concept of good standing
exists) in each jurisdiction where the character of its properties owned or
held under lease or the nature of its activities makes such qualification
necessary, except where the failure to be so qualified will not have a Material
Adverse Effect.  Each corporate subsidiary of Continucare is a corporation duly
organized, validly existing and in good standing (to the extent the concept of
good standing exists) under the laws of its jurisdiction of incorporation or
organization, has the corporate power to carry on its business as it is now
being conducted and is duly qualified to do business and is in good standing
(to the extent the concept of good standing exists) in each jurisdiction where
the character of its properties owned or held under lease or the nature of its
activities makes such qualification necessary, except where the failure to be
so duly organized, validly existing and in good standing, to have such
corporate power or to be so qualified will not have a Material Adverse Effect.

         4.2     Capitalization.  As of the date hereof, Continucare has
authorized 10,000,000 shares of Continucare Common Stock, of which 5,000,000
shares are issued and outstanding.  Pursuant to the Private Placement (as
defined and referred to in Section 7.5 hereof), Continucare will offer an
additional 3,300,000 shares of Continucare Common Stock to the persons and in
the amounts as set forth on Schedule 7.4 hereof.  All of the issued and
outstanding Continucare Shares have been, and all of the Private Placement
Shares (as defined in Section 7.4 hereof) will be, following the Private
Placement (as defined in Section 7.4 hereof) validly issued, and are, and in
the case of the Private Placement Shares will be, following the Private





                                       4
<PAGE>   9

Placement, fully paid and nonassessable and free of preemptive rights or
similar rights created by statute, the Articles of Incorporation or Bylaws of
Continucare or any agreement by which Continucare, any of its subsidiaries or
any of its shareholders is a party or by which it or any of its shareholders is
bound, other than certain preemptive and other rights under that certain
Shareholders Agreement dated as of February 12, 1996 between Continucare and
all of the shareholders of Continucare (the "Continucare Shareholders'
Agreement"), which rights have been waived in connection with the Private
Placement and which Agreement will be terminated as of the Effective Time.
Except as set forth above, there are not as of the date of this Agreement any
shares of capital stock of Continucare issued or outstanding or any options,
warrants, subscriptions, calls, rights, convertible securities or other
agreements or commitments obligating Continucare or any other person or entity
to issue, transfer or sell any shares of its capital stock.  As of the date
hereof, no bonds, debentures, notes or other indebtedness having the right to
vote (or convertible into or exercisable for securities having the right to
vote) on any matters on which shareholders of Continucare may vote ("Voting
Debt") were issued and outstanding.

         4.3     Authority Relative to this Agreement.  Continucare has the
corporate power and authority to enter into this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement by Continucare and the
consummation by Continucare of the transactions contemplated hereby have been
duly authorized by the Board of Directors and the shareholders of Continucare
and no other corporate proceedings on the part of Continucare are necessary to
approve this Agreement or the transactions contemplated hereby.  This Agreement
has been duly executed and delivered by Continucare and constitutes the legal,
valid and binding obligation of Continucare, enforceable against it in
accordance with its terms, except as the same may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors' rights generally and general equitable principles
regardless of whether such enforceability is considered in a proceeding at law
or in equity.

         4.4     Consents and Approvals; No Violations.  Except for filings
required under state securities or blue sky laws, and filing and recordation of
Articles of Merger under the FBCA [and filings required by Rule 14(f) under the
Securities Act of 1933, as amended (the "Securities Act")], no filing with, and
no permit, authorization, consent or approval of, any public body or authority
is necessary for the consummation by Continucare of the transactions
contemplated by this Agreement.  Neither the execution and delivery of this
Agreement by Continucare, nor the consummation by Continucare of the
transactions contemplated hereby, nor compliance by Continucare with any of the
provisions hereof, will (a) result in any breach of the Articles of
Incorporation or Bylaws of Continucare, (b) result in a violation or breach of,
or constitute (with or without due notice or lapse of time or both) a default
(or give rise to any right of termination, cancellation or acceleration) under,
any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, license, contract, agreement or other instrument or obligation to
which Continucare or any of its subsidiaries is a party or by which any of them
or any of their respective properties or assets may be bound or (c) violate any
order, writ, injunction, decree, statute, rule or regulation applicable to
Continucare, any of its subsidiaries or any of their properties or assets,
except in the case of clauses (b) and (c) for violations, breaches or defaults
that would not have a Material Adverse Effect.

         4.5     Financial Statements.  Continucare has delivered to Zanart
copies of the consolidated balance sheet and the related consolidated statement
of income and consolidated statement of cash flows (including related notes and
schedules) of Continucare as of and for the five months ended June 30, 1996
(representing the period of operations since the date of incorporation of
Continucare) and will, prior to the expiration of the due diligence period
referred to in Section 10.1(e) hereof, deliver to Zanart copies of the audited
consolidated balance sheet and related consolidated statement of income and
consolidated statement of cash flows (including related notes and schedules) as
of and for such five-month period, together with an opinion of Deloitte &
Touche LLP thereon to the effect that such financial statements present fairly,
in all material respects, the consolidated financial position of Continucare as
of and for such period in accordance with generally accepted accounting
principles ("GAAP") (such unaudited and audited





                                       5
<PAGE>   10

financial statements are hereinafter collectively referred to as the
"Continucare Financials").  The Continucare Financials (as of the dates thereof
and for the period covered thereby) (i) have been, or in the case of the
audited Continucare Financials will be, prepared in accordance with the books
and records of Continucare, which are complete and accurate in all material
respects and (ii) present, or in the case of the audited Continucare Financials
will present, fairly the financial position and the results of operations and
statements of cash flows of Continucare and its subsidiaries on a consolidated
basis as of the dates and for the periods indicated, in accordance with GAAP,
except for normal recurring year-end adjustments and except for the absence of
certain footnote information in the unaudited statements.

         4.6     Absence of Certain Changes or Events.  Except as disclosed in
the Continucare Financials, since June 30, 1996, neither Continucare nor any of
its subsidiaries has: (a) taken any of the actions set forth in Sections
6.1(b), 6.1(c) or 6.1(e) hereof; (b) incurred any liability material to
Continucare and its subsidiaries on a consolidated basis, except in the
ordinary course of its business, consistent with past practices; (c) suffered a
change, or any event involving a prospective change, in the business, assets,
prospects, financial condition or results of operations of Continucare or any
of its subsidiaries which has had, or is reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect; or (d) conducted
its business and operations other than in the ordinary course of business and
consistent with past practices.

         4.7     Litigation.  As of the date of this Agreement, (i) there is no
action, suit, judicial or administrative proceeding, arbitration or
investigation pending or, to the knowledge of Continucare, threatened against
or involving Continucare or any of its subsidiaries, or any of their respective
properties or rights, before any court, arbitrator, or administrative or
governmental body, (ii) there is no judgment, decree, injunction, rule or order
of any court, governmental department, commission, agency, instrumentality or
arbitrator outstanding against Continucare or any of its subsidiaries and (iii)
neither Continucare nor its subsidiaries are in violation of any term of any
judgments, decrees, injunctions or orders outstanding against them.

         4.8     Contracts.

         (a)     Schedule 4.8(a) hereof lists each of the material contracts,
instruments, mortgages, notes, security agreements, leases or agreements,
whether oral or written (collectively, the "Continucare Scheduled Contracts"),
to which Continucare or any of its subsidiaries is a party that relates to or
affects the assets or operations of Continucare or any of its subsidiaries or
to which Continucare or any of its subsidiaries or their respective assets or
operations may be bound or subject.  Each of the Continucare Scheduled
Contracts is a valid and binding obligation of Continucare and in full force
and effect (with respect to Continucare or such subsidiary), except for where
the failure to be in full force and effect would not individually or in the
aggregate have a Material Adverse Effect.  Except to the extent that the
consummation of the transactions contemplated by this Agreement may require the
consent of third parties, as identified in Schedule 4.8(a), there are no
existing defaults by Continucare or any of its subsidiaries, and no event has
occurred which, after the giving of notice or the passage of time, or both,
would constitute a default, under the Continucare Scheduled Contracts or, to
the knowledge of Continucare, by any other party thereto, which defaults,
individually or in the aggregate, would have a Material Adverse Effect; and no
event of default has occurred, and no event, condition or occurrence exists,
that (whether with or without notice, lapse of time or the occurrence of any
other event) would constitute a default by Continucare or any of its
subsidiaries thereunder which default would, individually or in the aggregate,
have a Material Adverse Effect.  Except as set forth on Schedule 4.8(a),
Continucare is not liable for the debts, obligations or liabilities of any
other entity or person pursuant to any guaranty, surety, indemnity or similar
arrangement.

         (b)     Except as set forth in Schedule 4.8(b), as of the date of this
Agreement neither Continucare nor any of its subsidiaries is a party to any
oral or written (i) consulting agreement not terminable on 60 days or less
notice involving the payment of more than $50,000 per annum, (ii) joint venture
agreement, (iii)





                                       6
<PAGE>   11

noncompetition or similar agreement that restricts Continucare or its
subsidiaries from engaging in a line of business either in total or in a
particular territory or for a particular period, (iv) agreement with any
executive officer or other employee of Continucare or any subsidiary the
benefits of which are contingent, or the terms of which are materially altered,
upon the occurrence of a transaction involving Continucare of the nature
contemplated by this Agreement and which provides for the payment of in excess
of $10,000, (v) agreement with respect to any executive officer or other
employee of Continucare or any subsidiary providing any term of employment
beyond one year or compensation guaranty in excess of $75,000 per annum; (vi)
agreement or plan, including any stock option plan, stock appreciation rights
plan, restricted stock plan or stock purchase plan, any of the benefits of
which will be increased, or the vesting of the benefits of which will be
accelerated, by the occurrence of any of the transactions contemplated by this
Agreement or the value of any of the benefits of which will be calculated on
the basis of any of the transactions contemplated by this Agreement; (vii)
contracts obligating Continucare to provide products or services for a period
of one year or more, or providing for aggregate liability to Continucare in
excess of $50,000; (viii) leases of real property, and leases of personal
property not cancelable without penalty on notice of sixty (60) days or less or
calling for payment of an annual gross rental exceeding Twenty-Five Thousand
Dollars ($25,000.00); (ix) employment agreements, management service
agreements, consulting agreements, confidentiality agreements, non-competition
agreements and any other agreements relating to any employee, officer or
director of Continucare; (x) licenses, assignments or transfers of trademarks,
trade names, service marks, patents, copyrights, trade secrets or know how, or
other agreements regarding proprietary rights or intellectual property; (xi)
any contract relating to pending capital expenditures by Continucare; and (xii)
other material contracts or understandings, irrespective of subject matter and
whether or not in writing, not entered into in the ordinary course of business
by Continucare and not otherwise disclosed on the Disclosure Schedules.  Except
as specified in Schedule 4.8(b), no officer, director, affiliate, shareholder,
or any family member thereof, of Continucare has, either directly or indirectly
(a) any beneficial interest in any contract or agreement to which Continucare
is a party or by which it may be bound, or (b) any beneficial interest in any
entity which is a party to any contract or agreement with Continucare.

         4.9     Taxes.  For the purposes of this section, the term "tax" shall
include all taxes, charges, withholdings, fees, levies, penalties, additions,
interest or other assessments imposed by any United States federal, state or
local authority or any other taxing authority on Continucare or any of its Tax
Affiliates (as hereinafter defined), including any income, profit, franchise,
gross receipts, payroll, sales, employment, worker's compensation, use,
property, withholding, excise, occupancy, environmental and other taxes, duties
or assessments of any nature, whatsoever.  Continucare has filed or caused to
be filed timely all material federal, state, local and foreign tax returns
required to be filed by it and each member of its consolidated group (each such
member a "Tax Affiliate").  Such returns, reports and other information are
accurate and complete in all material respects.  Continucare has paid or caused
to be paid or has made adequate provision or set up an adequate accrual or
reserve for the payment of all taxes due in respect of the periods for which
returns are due, and has established an adequate accrual or reserve for the
payment of all taxes payable in respect of the period subsequent to the last of
said periods required to be so accrued or reserved.  Neither Continucare nor
any of its Tax Affiliates has any material liability for taxes in excess of the
amount so paid or accruals or reserves so established.  Neither Continucare nor
any of its Tax Affiliates is delinquent in the payment of any tax in excess of
the amount reserved or provided therefor, and no deficiencies for any tax,
assessment or governmental charge in excess of the amount reserved or provided
therefor have been threatened, claimed, proposed or assessed.  No waiver or
extension of time to assess any taxes has been given or requested.
Continucare's federal and state income tax returns have never been audited by
the Internal Revenue Service or comparable state agencies.

         4.10    Compliance With Applicable Law.  Continucare and each of its
subsidiaries holds all licenses, franchises, permits, variances, exemptions,
orders, approvals and authorizations necessary for the lawful conduct of its
business under and pursuant to, and the business of each of Continucare and its
subsidiaries is not being conducted in violation of, any provision of any
federal, state, local or foreign statute, law, ordinance, rule, regulation,
judgment, decree, order, concession, grant, franchise, permit or license or





                                       7
<PAGE>   12

other governmental authorization or approval applicable to Continucare or any
of its subsidiaries, each of which is identified on Schedule 4.10 hereto,
except to the extent that the failure to hold any such licenses, franchises,
permits or authorizations, or any such violation, would not, individually or in
the aggregate, have a Material Adverse Effect.  All such licenses, permits and
other authorizations are valid and in full force and effect, Continucare is in
full compliance with the respective requirements thereof, and no proceeding is
pending or threatened to revoke or amend any of them.  None of such licenses,
permits and other authorizations is or will be impaired or in any way affected
by the execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby.  Continucare has complied with every law,
rule and regulation to which it or its business, operations, assets or
properties are subject, except where the failure to so comply would not have a
Material Adverse Effect.  Neither Continucare nor any officer, employee, or
agent authorized by and acting pursuant to the authority granted by
Continucare, or any consultant to Continucare, has unlawfully offered, paid or
agreed to pay or deliver, directly or indirectly, on behalf of or for
Continucare, any money or anything of value to, or for the benefit of, any
individual who is or was a candidate for public office (other than lawful
campaign contributions), or any official, employee or agent of any governmental
or regulatory body or authority or an officer, agent or employee of any client,
customer or supplier of Continucare.

         4.11    Subsidiaries.  Schedule 4.11 lists all the subsidiaries of
Continucare as of the date of this Agreement and indicates for each such
corporate subsidiary the jurisdiction of its incorporation or organization and
Continucare has no legal or beneficial equity interest in any other business or
entity, and Continucare has no right to acquire any such ownership interest.
All of the outstanding shares of capital stock or other equity interests of
each of the subsidiaries are (i) held by Continucare or one of such wholly
owned subsidiaries, (ii) fully paid and nonassessable, and (ii) owned by
Continucare or one of such wholly owned subsidiaries free and clear of any
claim, lien or encumbrance except for Continucare Medical Network, Inc., 25% of
the outstanding shares of which are owned by Joann Telmosse.  There are no
issued and outstanding options, warrants, rights, subscriptions, calls, rights,
convertible securities or other agreements or commitments obligating any
subsidiaries of Continucare to issue or transfer any shares of its capital
stock.  Except as set forth on Schedule 4.11, none of Continucare's
shareholders, officers or directors, nor any entities owned or controlled by
Continucare or its shareholders, officers or directors are engaged in the same
or a similar business as the business engaged in by Continucare, other than
through Continucare.

         4.12    Labor and Employment Matters.  (a)  Continucare and its
subsidiaries are and have been in compliance in all material respects with all
applicable laws respecting employment and employment practices, terms and
conditions of employment and wages and hours, including, without limitation the
Immigration Reform and Control Act ("IRCA"), the Worker Adjustment and
Retraining Notification Act ("WARN"), and such laws respecting employment
discrimination, equal opportunity, affirmative action, worker's compensation,
occupational safety and health requirements and unemployment insurance and
related matters, and are not engaged in and have not engaged in any unfair
labor practice; (b) no investigation or review by or before any governmental
entity concerning any violations of any such applicable laws is pending nor, to
the knowledge of Continucare, is any such investigation threatened or has any
such investigation occurred, and no governmental entity has provided any notice
to Continucare or any of its subsidiaries or otherwise asserted an intention to
conduct any such investigation; (c) to the knowledge of Continucare, there is
no labor dispute actually pending or, to the knowledge of Continucare,
threatened against Continucare or any of its subsidiaries; (d) to the knowledge
of Continucare, no union representation question or union organizational
activity exists respecting the employees of Continucare or any of its
subsidiaries; (e) no collective bargaining agreement exists which is binding on
Continucare or any of its subsidiaries; (f) neither Continucare nor any of its
subsidiaries has experienced any material work stoppage or other material labor
difficulty; and (g) in the event of termination of the employment of any of the
current officers, directors, employees or agents of Continucare or any of its
subsidiaries, neither Continucare, any of its subsidiaries, any other Company,
the Surviving Corporation nor Zanart will, pursuant to any agreement or by
reason of anything done prior to the Effective Time by Continucare or any of
its subsidiaries, be liable





                                       8
<PAGE>   13

to any of said officers, directors, employees or agents for so-called
"severance pay" or any other similar payments or benefits, including, without
limitation, post-employment healthcare (other than pursuant to COBRA) or
insurance benefits.

         4.13    Employee Benefit Plans.

         (a)     Continucare has previously delivered to Zanart a true and
complete list of each written or formal employee benefit plan (including,
without limitation, any "employee benefit plan" as defined in Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"))
policy or agreement that is maintained (all of the foregoing the "Benefit
Plans"), or is or was contributed to by Continucare or pursuant to which
Continucare or any trade or business, whether or not incorporated (an "ERISA
Affiliate"), which together with Continucare would be deemed a "single
employer" within the meaning of Section 4001 of ERISA, is still potentially
liable for payments, benefits or claims.  A copy of each Benefit Plan as
currently in effect and, if applicable, the most recent Annual Report,
Actuarial Report or Valuation, Summary Plan Description, Trust Agreement and a
Determination Letter issued by the IRS for each Benefit Plan have heretofore
been delivered to the other Companies.  No Benefit Plan was or is subject to
Title IV of ERISA or Section 412 of the Internal Revenue Code of 1986, as
amended (the "Code")(including any "multiemployer plan," as defined in Section
3(37) of ERISA).

         (b)     Each of the Benefit Plans that are subject to ERISA is in
substantial compliance with ERISA; each of the Benefit Plans intended to be
"qualified" within the meaning of Section 401 (a) of the Code is so qualified;
and no event has occurred, and to Continucare's knowledge, there exists no
condition or set of circumstances, in connection with which Continucare or any
ERISA Affiliate is or could be subject to liability (except liability for
benefit claims and funding obligations payable in the ordinary course) under
ERISA, the Code, or any other applicable law with respect to any Benefit Plan.

         (c)     All contributions or other amounts payable by Continucare or
its subsidiaries through June 30, 1996 with respect to each Benefit Plan in
respect of current or prior plan years have been either paid or accrued on the
most recent financial statements of Continucare made available to the other
Companies.  Any contributions or other amounts payable by Continucare or its
subsidiaries for periods between June 30, 1996 and the Effective Time with
respect to each Benefit Plan in respect of current or prior plan years have
been or will be either paid or accrued in the normal course of business on the
books and records of Continucare at or prior to the Effective Time.  There are
no pending, or, to the knowledge of Continucare, threatened or anticipated
claims (other than routine claims for benefits) by or on behalf of or against
any of the Benefit Plans or any trusts or other funding vehicles related 
thereto.

         (d)     No Benefit Plan provides benefits, including without
limitation death or medical benefits (whether or not insured), with respect to
current or former employees for periods extending beyond their retirement or
other termination of service (other than (i) coverage mandated by Part 6 of
Subtitle B of Title I of ERISA, Section 4980B of the Code or any comparable
state law, (ii) death benefits or retirement benefits under any "employee
pension plan," as that term is defined in Section 3(2) of ERISA, (iii) deferred
compensation benefits accrued as liabilities on the books of Continucare or the
ERISA Affiliates, or (iv) benefits the full cost of which is borne by the
current or former employee or his or her beneficiary).

         4.14    Insurance.  As of the date hereof, Continucare and each of its
subsidiaries are insured by insurers reasonably believed by Continucare to be
of recognized financial responsibility against such losses and risks and in
such amounts as are customary in the businesses in which they are engaged.  All
material policies of insurance and fidelity or surety bonds insuring
Continucare or any of its subsidiaries or their respective businesses, assets,
employees, officers and directors are in full force and effect.  As of the date
hereof, there are no material claims by Continucare or any of its subsidiaries
under any such policy or instrument as to which any insurance company is
denying liability or defending under a reservation of rights clause.

         4.15    Liabilities of Continucare.  Continucare does not have any
liabilities or obligations, whether accrued, absolute, contingent or otherwise,
except (a) to the extent reflected or taken into account in the Continucare
Financials and not heretofore paid or discharged, (b) to the extent
specifically set forth in or incorporated by express reference in any of the
Disclosure Schedules attached hereto, (c) liabilities incurred in the ordinary
course of business consistent with past practice since the date of the
Continucare Financials (none of which relate to breach of contract, breach of
warranty, tort, infringement or violation of law, or which arose out of any
action, suit, claim, governmental investigation or arbitration proceeding),(d)
normal accruals, reclassifications, and audit adjustments which would be
reflected on an audited financial statement and which would not be material in
the aggregate, and (e) liabilities incurred in the ordinary course of business
prior to the date of the Continucare Financials which, in accordance with GAAP
consistently applied, were not recorded thereon.

         4.16    Environmental Matters.  Continucare is and has at all times
been in compliance with all applicable federal, state and local environmental,
health and safety laws governing its business, operations, properties and
assets.  Continucare is not currently liable for any penalties, fines or
forfeitures for failure to comply with environmental, health and safety laws.
Continucare is in full compliance with all notice, record keeping and reporting
requirements of all environmental, health and safety laws, and has complied
with all informational requests or demands arising under the environmental,
health and safety laws.  There are no environmental administrative, judicial or
regulatory proceedings pending or threatened by any federal, state, regional or
local authorities, or third parties against Continucare, its businesses,
operations,





                                       9
<PAGE>   14

properties or assets, which question the validity or entitlement of Continucare
to any permit, license, order, approval or registration required by the
environmental, health and safety laws for the ownership, lease or use of
Continucare's properties and assets and the operation of its business or
wherein an unfavorable decision, ruling or finding could have a Material
Adverse Effect on Continucare, or which would impose any liability upon
Continucare in the event that the transactions contemplated by this Agreement
are consummated.

         4.17    Disclosure.  No representation or warranty by Continucare,
including any Schedules or any certificate or any other document required to be
delivered hereunder or any certificate furnished or to be furnished by
Continucare or made in connection with the negotiation, execution or
performance of the provisions hereof or made in connection with the
transactions contemplated hereby contains any untrue statement of a material
fact, or omits to state a material fact necessary to make the statements made,
in light of the circumstances in which they are made, not misleading

         4.18    Real Estate.  Except as set forth on Schedule 4.18,
Continucare does not own any real property or any interest therein and Schedule
4.18 sets forth a list of all leases, licenses or similar agreements ("Leases")
to which Continucare is a party.  The Leases are in full force and effect and
have not been amended, and no party thereto is in default or breach under any
such Lease.





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<PAGE>   15

                                   ARTICLE V

                REPRESENTATIONS AND WARRANTIES OF ZANART AND ZSI

         As used in this Agreement, (i) the term "Material Adverse Effect"
means, with respect to Zanart, a material adverse effect on the business,
assets, prospects, results of operation or financial condition of Zanart and
its subsidiaries taken as a whole or in the ability of Zanart to perform its
obligations hereunder, and (ii) the word "subsidiary" when used with respect to
Zanart means any corporation or other organization, whether incorporated or
unincorporated, of which Zanart or any other subsidiary of Zanart is a general
partner or of which at least a majority of the securities or other interests
having by their terms ordinary voting power to elect a majority of the Board of
Directors or others performing similar functions with respect to such
corporations or other organizations is directly or indirectly owned or
controlled by Zanart and/or by any one or more of its subsidiaries.

         Each of Zanart and ZSI represents and warrants, with respect to itself
and its subsidiaries, to Continucare, except as disclosed to Continucare in a
writing designated as a "Schedule" or a "Disclosure Schedule" attached to this
Agreement, as follows (with any reference in any Disclosure Schedule being
deemed to have been disclosed in all Disclosure Schedules):

         5.1     Organization.  Zanart and ZSI are corporations duly organized,
validly existing and in good standing under the laws of its jurisdiction of
incorporation and has the corporate power to carry on its business as it is now
being conducted.  Zanart and ZSI are duly qualified as foreign corporations to
do business and are in good standing (to the extent the concept of good
standing exists) in each jurisdiction where the character of their properties
owned or held under lease or the nature of their activities makes such
qualification necessary, except where the failure to be so qualified will not
have a Material Adverse Effect.  Each corporate subsidiary of such Zanart and
ZSI is a corporation duly organized, validly existing and in good standing (to
the extent the concept of good standing exists) under the laws of its
jurisdiction of incorporation or organization, has the corporate power to carry
on its business as it is now being conducted and is duly qualified to do
business and is in good standing (to the extent the concept of good standing
exists) in each jurisdiction where the character of its properties owned or
held under lease or the nature of its activities makes such qualification
necessary, except where the failure to be so duly organized, validly existing
and in good standing, to have such corporate power or to be so qualified will
not have a Material Adverse Effect.

         5.2     Capitalization.  As of the date hereof, the authorized capital
stock of each of Zanart and ZSI is as set forth in Schedule 5.2 hereto.  As of
the date hereof, the number of shares of capital stock of Zanart and ZSI issued
and outstanding are as set forth in Schedule 5.2 hereto.  All of the issued and
outstanding Shares of Zanart and ZSI are validly issued, fully paid and
nonassessable and free of preemptive rights or similar rights created by
statute, the Articles or Certificate of Incorporation or Bylaws of Zanart and
ZSI or any agreement by which Zanart and ZSI, any of their subsidiaries are a
party or by which they are bound.  Except (a) as set forth above, or (b) as
disclosed in Schedule 5.2 hereto, there are not as of the date of this
Agreement any shares of capital stock of Zanart or ZSI issued or outstanding or
any options, warrants, subscriptions, calls, rights, convertible securities or
other agreements or commitments obligating Zanart or ZSI to issue, transfer or
sell any shares of their capital stock.  As of the date hereof, no securities
constituting Voting Debt were issued and outstanding with respect to Zanart or
ZSI.

         5.3     Authority Relative to this Agreement.  Zanart and ZSI have the
corporate power and authority to enter into this Agreement and to perform their
obligations hereunder and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement by Zanart and ZSI and the
consummation by Zanart and ZSI of the transactions contemplated hereby have
been duly authorized by the Board of Directors of Zanart and ZSI and by the
shareholder of ZSI and no other corporate





                                       11
<PAGE>   16

proceedings on the part of Zanart or ZSI are necessary to approve this
Agreement or the transactions contemplated hereby.  This Agreement has been
duly executed and delivered by Zanart and ZSI and constitutes the legal, valid
and binding obligation of Zanart and ZSI, enforceable against Zanart and ZSI in
accordance with their terms, except as the same may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors' rights generally and general equitable principles
regardless of whether such enforceability is considered in a proceeding at law
or in equity.

         5.4     Consents and Approvals; No Violations.  Except for applicable
requirements of the Securities Act, the Exchange Act, state or foreign laws
relating to takeovers, if applicable, state securities or blue sky laws, and
filing and recordation of Articles of Merger under the FBCA, or as otherwise
disclosed in Schedule 5.4, no filing with, and no permit, authorization,
consent or approval of, any public body or authority is necessary for the
consummation by Zanart and ZSI of the transactions contemplated by this
Agreement.  Neither the execution and delivery of this Agreement by Zanart and
ZSI, nor the consummation by Zanart and ZSI of the transactions contemplated
hereby, nor compliance by Zanart and ZSI with any of the provisions hereof,
will (a) result in any breach of the Articles of Incorporation or Bylaws of
Zanart and ZSI, (b) result in a violation or breach of, or constitute (with or
without due notice or lapse of time or both) a default (or give rise to any
right of termination, cancellation or acceleration) under, any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license,
contract, agreement or other instrument or obligation to which Zanart or ZSI or
any of their subsidiaries is a party or by which any of them or any of their
respective properties or assets may be bound or (c) violate any order, writ,
injunction, decree, statute, rule or regulation applicable to Zanart or ZSI,
any of their subsidiaries or any of their properties or assets, except in the
case of clauses (b) and (c) for violations, breaches or defaults that would not
have a Material Adverse Effect.

         5.5     Reports and Financial Statements; Eligibility for Use of Form
S-3.

                 (a)      Zanart has filed in a timely manner all reports
required to be filed by it with the Securities and Exchange Commission (the
"SEC") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the date of its public offering of Shares on May 11, 1995
pursuant to the Securities Act [of 1933, as amended (the "Securities Act")],
including, without limitation, an Annual Report on Form 10-KSB for the fiscal
year ended June 30, 1995 and quarterly reports on Form 10-QSB for each of the
first three fiscal quarters of fiscal 1996 (collectively the "SEC Reports"),
and has previously furnished or made available to Continucare true and complete
copies of all such SEC Reports.  None of such SEC Reports, as of their
respective dates (as amended through the date hereof), contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.  Each of the balance
sheets (including the related notes) included in the SEC Reports fairly
presents in all material respects the consolidated financial position of Zanart
and its subsidiaries as of the respective dates thereof, and the other related
statements (including the related notes) included therein fairly present in all
material respects the results of operations and cash flows of Zanart and its
subsidiaries for the respective periods or as of the respective dates set forth
therein, all in conformity with generally accepted accounting principles
consistently applied during the periods involved, except as otherwise noted
therein and subject, in the case of the unaudited interim financial statements,
to normal year-end adjustments and any other adjustments described therein and
the absence of any notes thereto.

                 (b)      Zanart is eligible to use Form S-3 for registration
under the Securities Act of securities offered in the transactions specified in
paragraph I.B.3 of the General Instructions contained in Form S-3.

         5.6     Absence of Certain Changes or Events.  Except as disclosed in
the SEC Reports filed prior to the date of this Agreement and except for the
transactions contemplated hereby, since June 30, 1996,





                                       12
<PAGE>   17

neither Zanart, ZSI nor any of their subsidiaries has: (a) taken any of the
actions set forth in Sections 6.1(b), 6.1(c) or 6.1(e) hereof; (b) incurred any
liability material to Zanart or ZSI and their subsidiaries on a consolidated
basis, except in the ordinary course of its business, consistent with past
practices; (c) suffered a change, or any event involving a prospective change,
in the business, assets, financial condition or results of operation of Zanart
or ZSI or any of their subsidiaries which has had, or is reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect; or (d)
conducted their business and operations other than in the ordinary course of
business and consistent with past practices.  Continucare acknowledges that
Zanart has since June 30, 1996 incurred significant operating losses which have
or could have a Material Adverse Effect on Zanart.

         5.7     Litigation.  As of the date of this Agreement, except as
disclosed in the SEC Reports filed prior to the date of this Agreement or on
Schedule 5.7 and except to the extent that individually and in the aggregate
they would not reasonably be expected to have a Material Adverse Effect (i)
there is no action, suit, judicial or administrative proceeding, arbitration or
investigation pending or, to the knowledge of Zanart and ZSI, threatened
against or involving Zanart or ZSI or any of their subsidiaries, or any of
their properties or rights, before any court, arbitrator, or administrative or
governmental body, (ii) there is no judgment, decree, injunction, rule or order
of any court, governmental department, commission, agency, instrumentality or
arbitrator outstanding against Zanart or ZSI or any of their subsidiaries, and
(iii) Zanart and ZSI and their subsidiaries are not in violation of any term of
any judgments, decrees, injunctions or orders outstanding against them.
Schedule 5.7 hereof sets forth a description of all such material litigations,
actions, suits, proceedings, arbitrations, investigations known to it,
judgements, decrees, injunctions or orders pending, or to its knowledge,
threatened against or involving Zanart or ZSI or any of their subsidiaries, or
any of their respective properties or rights as of the date hereof, except in
each case for any matter reflected, and described in all material respects, in
the SEC Reports.

         5.8     Contracts.

         (a)     Schedule 5.8 hereof lists each of the material contracts,
instruments, mortgages, notes, security agreements, leases or agreements
(collectively, the "Zanart Scheduled Contracts") to which Zanart, ZSI or any of
their subsidiaries are a party that relates to or affects the assets or
operations of Zanart, ZSI or any of their subsidiaries or to which Zanart or
ZSI or any of their subsidiaries or their respective assets or operations may
be bound or subject.  Each of the Zanart Scheduled Contracts is a valid and
binding obligation of Zanart and/or ZSI and in full force and effect (with
respect to Zanart or ZSI or their subsidiaries), except for where the failure
to be in full force and effect would not individually or in the aggregate have
a Material Adverse Effect.  There are no existing defaults by Zanart or ZSI or
any of their subsidiaries, and no event has occurred which, after the giving of
notice or the passage of time, or both, would constitute a default, under the
Zanart Scheduled Contracts or, to the knowledge of Zanart and ZSI, by any other
party thereto, which defaults, individually or in the aggregate, would have a
Material Adverse Effect; and no event of default has occurred, and no event,
condition or occurrence exists, that (whether with or without notice, lapse of
time or the occurrence of any other event) would constitute a default by Zanart
or ZSI or any of their subsidiaries thereunder which default would,
individually or in the aggregate, have a Material Adverse Effect.  Except as
set forth on Schedule 5.8(a), Zanart and ZSI are not liable for the debts,
obligations or liabilities of any other entity or person pursuant to any
guaranty, surety, indemnity or similar arrangement.

         (b)     Except as set forth or reflected in any schedule attached
hereto), as of the date of this Agreement neither Zanart, ZSI nor any of their
subsidiaries is a party to any oral or written (i) consulting agreement not
terminable on 60 days or less notice involving the payment of more than $50,000
per annum, (ii) joint venture agreement, (iii) noncompetition or similar
agreements that restricts Zanart or ZSI or their subsidiaries from engaging in
a line of business either in total or in a particular territory or for a
particular period, (iv) agreement with any executive officer or other employee
of Zanart or ZSI or any subsidiary the benefits of which are contingent, or the
terms of which are materially altered, upon the occurrence of a





                                       13
<PAGE>   18

transaction involving Zanart or ZSI of the nature contemplated by this
Agreement and which provides for the payment of in excess of $10,000, (v)
agreement with respect to any executive officer of Zanart or ZSI or any
subsidiary providing any term of employment beyond one year or compensation
guaranty in excess of $75,000 per annum, or (vi) agreement or plan, including
any stock option plan, stock appreciation rights plan, restricted stock plan or
stock purchase plan, any of the benefits of which will be increased, or the
vesting of the benefits of which will be accelerated, by the occurrence of any
of the transactions contemplated by this Agreement or the value of any of the
benefits of which will be calculated on the basis of any of the transactions
contemplated by this Agreement; (vii) contracts obligating Zanart or ZSI to
provide products or services for a period of one year or more, or providing for
aggregate liability to Zanart or ZSI in excess of $50,000; (viii) leases of
real property, and leases of personal property not cancelable without penalty
on notice of sixty (60) days or less or calling for payment of an annual gross
rental exceeding Twenty-Five Thousand Dollars ($25,000.00); (ix) employment
agreements, management service agreements, consulting agreements,
confidentiality agreements, non-competition agreements and any other agreements
relating to any employee, officer or director of Zanart or ZSI; (x) licenses,
assignments or transfers of trademarks, trade names, service marks, patents,
copyrights, trade secrets or know how, or other agreements regarding
proprietary rights or intellectual property; (xi) any contract relating to
pending capital expenditures by Zanart or ZSI; and (xii) other material
contracts or understandings, irrespective of subject matter and whether or not
in writing, not entered into in the ordinary course of business by Zanart or
ZSI and not otherwise disclosed on the Disclosure Schedules.  Except as
specified in Schedule 5.8(b), no officer, director, or any family member
thereof, of Zanart has, either directly or indirectly (a) any beneficial
interest in any contract or agreement to which Zanart is a party or by which it
may be bound, or (b) any beneficial interest in any entity which is a party to
any contract or agreement with Zanart.

         5.9     Employee Benefit Plans.

         (a)     Zanart and ZSI have previously delivered to Continucare a true
and complete list of each written or formal Benefit Plan policy or agreement
that is or was contributed to by Zanart or ZSI pursuant to which Zanart or ZSI
or any ERISA Affiliate, which together with Zanart or ZSI would be deemed a
"single employer" within the meaning of Section 4001 of ERISA, is still
potentially liable for payments, benefits or claims.  A copy of each Benefit
Plan as currently in effect and, if applicable, the most recent Annual Report,
Actuarial Report or Valuation, Summary Plan Description, Trust Agreement and a
Determination Letter issued by the IRS for each Benefit Plan have heretofore
been delivered to Continucare.  No Benefit Plan was or is subject to Title IV
of ERISA or Section 412 of the Code (including any "multiemployer plan," as
defined in Section 3(37) of ERISA).

         (b)     Each of the Benefit Plans that are subject to ERISA is in
substantial compliance with ERISA; each of the Benefit Plans intended to be
"qualified" within the meaning of Section 401 (a) of the Code is so qualified;
and no event has occurred, and to Zanart's and ZSI's knowledge, there exists no
condition or set of circumstances, in connection with which Zanart or ZSI or
any ERISA Affiliate is or could be subject to liability (except liability for
benefit claims and funding obligations payable in the ordinary course) under
ERISA, the Code, or any other applicable law with respect to any Benefit Plan.

         (c)     All contributions or other amounts payable by Zanart or ZSI or
their subsidiaries through March 30, 1996 with respect to each Benefit Plan in
respect of current or prior plan years have been either paid or accrued on the
most recent financial statements of Zanart and ZSI made available to
Continucare.  Any contributions or other amounts payable by Zanart or ZSI or
their subsidiaries for periods between March 30, 1996 and the Effective Time
with respect to each Benefit Plan in respect of current or prior plan years
have been or will be either paid or accrued in the normal course of business on
the books and records of Zanart or ZSI at or prior to the Effective Time.
There are no pending, or, to the knowledge of Zanart or ZSI, threatened or
anticipated claims (other than routine claims for benefits) by or on behalf of
or against any of the Benefit Plans or any trusts or other funding vehicles
related thereto.





                                       14
<PAGE>   19

         (d)     No Benefit Plan provides benefits, including without
limitation death or medical benefits (whether or not insured), with respect to
current or former employees for periods extending beyond their retirement or
other termination of service (other than (i) coverage mandated by Part 6 of
Subtitle B of Title I of ERISA, Section 4980B of the Code or any comparable
state law, (ii) death benefits or retirement benefits under any "employee
pension plan," as that term is defined in Section 3(2) of ERISA, (iii) deferred
compensation benefits accrued as liabilities on the books of Zanart or ZSI or
the ERISA Affiliates, or (iv) benefits the full cost of which is borne by the
current or former employee or his or her beneficiary).

         5.10    Taxes.  For the purposes of this section, the term "tax" shall
include all taxes, charges, withholdings, fees, levies, penalties, additions,
interest or other assessments imposed by any United States federal, state or
local authority or any other taxing authority on Zanart or ZSI or any of their
Tax Affiliates as to their respective income, profit, franchise, gross
receipts, payroll, sales, employment, worker's compensation, use, property,
withholding, excise, occupancy, environmental and other taxes, duties or
assessments of any nature, whatsoever.  Except as set forth on Schedule 5.10,
Zanart and ZSI has filed or caused to be filed timely all material federal,
state, local and foreign tax returns required to be filed by it and each of its
Tax Affiliates.  Such returns, reports and other information are accurate and
complete in all material respects.  Zanart and ZSI have paid or caused to be
paid or has made adequate provision or set up an adequate accrual or reserve
for the payment of, all taxes shown to be due in respect of the periods for
which returns are due, and has established (or will establish at least
quarterly) an adequate accrual or reserve for the payment of all taxes payable
in respect of the period subsequent to the last of said periods required to be
so accrued or reserved.  Neither Zanart, ZSI nor any of their Tax Affiliates
has any material liability for taxes in excess of the amount so paid or
accruals or reserves so established.  Neither Zanart, ZSI nor any of their Tax
Affiliates is delinquent in the payment of any tax in excess of the amount
reserved or provided therefor, and no deficiencies for any tax, assessment or
governmental charge in excess of the amount reserved or provided therefor have
been threatened, claimed, proposed or assessed.  No waiver or extension of time
to assess any taxes has been given or requested.  Zanart's and ZSI's federal
and state income tax returns have never been audited by the Internal Revenue
Service or comparable state agencies.

         5.11    Compliance With Applicable Law.  Except as disclosed in the
SEC Reports filed prior to the date of this Agreement, Zanart and ZSI and each
of their subsidiaries holds all licenses, franchises, permits, variances,
exemptions, orders, approvals and authorizations necessary for the lawful
conduct of its business under and pursuant to, and the business of each of
Zanart and ZSI and their subsidiaries is not being conducted in violation of,
any provision of any federal, state, local or foreign statute, law, ordinance,
rule, regulation, judgment, decree, order, concession, grant, franchise, permit
or license or other governmental authorization or approval applicable to
Zanart,ZSI or any of their subsidiaries (including, but not limited to, laws
relating to the protection of the environment), each of which is identified on
Schedule 5.11 hereto, except to the extent that the failure to hold any such
licenses, franchises, permits or authorizations, or any such violation, would
not, individually or in the aggregate, have a Material Adverse Effect.  Zanart
and ZSI have complied with every law, rule or regulation to which they or their
business, operations, assets or properties are subject, except where the
failure to so comply would not have a Material Adverse Effect.

         5.12    Subsidiaries.  Zanart has no subsidiaries other than ZSI as of
the date of this Agreement.  All of the outstanding shares of capital stock or
other equity interests of ZSI are (i) held by Zanart or one of such wholly
owned subsidiaries, (ii) fully paid and nonassessable and (ii) owned by Zanart
free and clear of any claim, lien or encumbrance.  There are no issued and
outstanding options, warrants, rights, subscriptions, calls, convertible
securities or other agreements or commitments obligating ZSI to issue or
transfer any shares of its capital stock.

         5.13    Labor and Employment Matters.  (a)  Zanart and ZSI and their 
subsidiaries are and have been in compliance in all material respects with all 
applicable laws respecting employment and employment practices, terms and 
conditions of employment and wages and hours, including, without limitation the 
IRCA, the WARN Act and such laws respecting employment discrimination, equal 
opportunity, affirmative action,





                                       15
<PAGE>   20

worker's compensation, occupational safety and health requirements and
unemployment insurance and related matters, and are not engaged in and have not
engaged in any unfair labor practice; (b) to the knowledge of Zanart or ZSI, no
investigation or review by or before any governmental entity concerning any
violations of any such applicable laws is pending nor, to the knowledge of
Zanart or ZSI is any such investigation threatened or has any such
investigation occurred, and no governmental entity has provided any notice to
Zanart or ZSI or any of s subsidiaries or otherwise asserted an intention to
conduct any such their investigation; (c) to the knowledge of Zanart or ZSI,
there is no labor strike, dispute, slowdown or stoppage actually pending or
threatened against Zanart or ZSI or any of their subsidiaries; (d) to the
knowledge of Zanart or ZSI, no union representation question or union
organizational activity exists respecting the employees of Zanart or ZSI or any
of their subsidiaries; (e) no collective bargaining agreement exists which is
binding on Zanart or ZSI or any of their subsidiaries; (f) neither Zanart, ZSI
nor any of their subsidiaries has experienced any material work stoppage or
other material labor difficulty; and (g) except for the three amendments to
Employment Agreements referenced in Section 8.1(b) hereof, in the event of
termination of the employment of any of the current officers, directors,
employees or agents of Zanart or ZSI or any of their subsidiaries, neither
Zanart, ZSI nor any of their subsidiaries, any other Company nor the Surviving
Corporation will, pursuant to any agreement or by reason of anything done prior
to the Effective Time by Zanart or ZSI or any of their subsidiaries, be liable
to any of said officers, directors, employees or agents for so-called
"severance pay" or any other similar payments or benefits, including, without
limitation, post-employment healthcare (other than pursuant to COBRA) or
insurance benefits.

         5.14    Insurance.  As of the date hereof, Zanart and ZSI and each of
their subsidiaries are insured by insurers reasonably believed by Zanart or ZSI
to be of recognized financial responsibility against such losses and risks and
in such amounts as are customary in the businesses in which they are engaged.
All material policies of insurance and fidelity or surety bonds insuring Zanart
or ZSI or any of their subsidiaries or their respective businesses, assets,
employees, officers and directors are in full force and effect.  As of the date
hereof, there are no material claims by Zanart or ZSI or any of their
subsidiaries under any such policy or instrument as to which any insurance
company is denying liability or defending under a reservation of rights clause.

         5.15    Liabilities of Zanart.  Except as set forth on Schedule 5.15
hereto, Zanart does not have any liabilities or obligations, whether accrued,
absolute, contingent or otherwise, except (a) to the extent reflected or taken
into account in the SEC Reports and not heretofore paid or discharged, (b) to
the extent specifically set forth in or incorporated by express reference in
any of the Schedules attached hereto, (c) liabilities incurred in the ordinary
course of business consistent with past practice since March 30, 1996 (none of
which relate to breach of contract, breach of warranty, tort, infringement or
violation of law, or which arose out of any action, suit, claim, governmental
investigation or arbitration proceeding),(d) normal accruals,
reclassifications, and audit adjustments which would be reflected on an audited
financial statement and which would not be material in the aggregate, and (e)
liabilities incurred in the ordinary course of business prior to March 30, 1996
which, in accordance with GAAP consistently applied, were not recorded thereon.

         5.16    Environmental Matters.  Zanart is and has at all times been in
compliance with all applicable federal, state and local environmental, health
and safety laws governing its business, operations, properties and assets.
Zanart is not currently liable for any penalties, fines or forfeitures for
failure to comply with environmental, health and safety laws.  Zanart is in
full compliance with all notice, record keeping and reporting requirements of
all environmental, health and safety laws, and has complied with all
informational requests or demands arising under the environmental, health and
safety laws.  There are no environmental administrative, judicial or regulatory
proceedings pending or threatened by any federal, state, regional or local
authorities, or third parties against Zanart, its businesses, operations,
properties or assets, which question the validity or entitlement of Zanart to
any permit, license, order, approval or registration required by the
environmental, health and safety laws for the ownership, lease or use of
Zanart's properties and assets and the operation of its business or wherein an
unfavorable decision, ruling or finding could have a





                                       16
<PAGE>   21

Material Adverse Effect on Zanart, or which would impose any liability upon
Zanart in the event that the transactions contemplated by this Agreement are
consummated.

         5.17    Disclosure.  No representation or warranty by Zanart or ZSI,
including any Schedules or any certificate or any other document required to be
delivered hereunder or any certificate furnished or to be furnished by Zanart
or ZSI or made in connection with the negotiation, execution or performance of
the provisions hereof or made in connection with the transactions contemplated
hereby contains any untrue statement of a material fact, or omits to state a
material fact necessary to make the statements made, in light of the
circumstances in which they are made, not misleading

         5.18    Real Estate.  Zanart does not own any real property or any
interest therein and Schedule 5.18 sets forth a list of all Leases to which
Zanart or ZSI is a party.  The Leases are in full force and effect and have not
been amended, and no party thereto is in default or breach under any such Lease.


                                   ARTICLE VI

                     CONDUCT OF BUSINESS PENDING THE MERGER

         6.1     Conduct of Business Pending the Merger.  Each Company agrees
on its own behalf and on behalf of its subsidiaries that, during the period
from the date of this Agreement and continuing until the Effective Time, and
except for the permitted transactions set forth on Schedule 6.1 hereto or as
expressly contemplated by this Agreement:

         (a)     the respective businesses of each Company and its subsidiaries
shall be conducted only in the ordinary and usual course of business and
consistent with past practices; provided, however, that Zanart may begin
activities relating to the Wind-Down and take actions incident thereto.

         (b)     such Company and its subsidiaries shall not (i) sell or pledge
or agree to sell or pledge any stock owned by it in any of its subsidiaries;
(ii) amend its Articles of Incorporation or Bylaws; or (iii) split, combine or
reclassify any shares of its outstanding capital stock or declare, set aside or
pay any dividend or other distribution payable in cash, stock or property in
respect of its capital stock, or directly or indirectly redeem, purchase or
otherwise acquire any shares of its capital stock or other securities or shares
of the capital stock or other securities of any of its subsidiaries;

         (c)     such Company and its subsidiaries shall not (i) authorize for
issuance, issue, sell, pledge, dispose of, encumber, deliver or agree or commit
to issue, sell, pledge, or deliver any additional shares of, or rights of any
kind to acquire any shares of, its capital stock of any class or exchangeable
into shares of stock of any class or any Voting Debt (whether through the
issuance or granting of options, warrants, commitments, subscriptions, rights
to purchase or otherwise), except that (A) Zanart may issue the number of
shares of Zanart Common Stock required to be issued upon exercise of existing
stock options, warrants or similar plans, or under other contractual
commitments previously made, which options, warrants, plans or commitments have
been disclosed in writing to Continucare pursuant hereto and (B) Continucare
may issue up to 3,300,000 shares of Continucare Common Stock pursuant to the
Private Placement (as defined and referred to in Section 7.4 hereof); (ii)
acquire, dispose or transfer, lease, license, mortgage, pledge or encumber any
fixed or other material assets; (iii) incur, assume or prepay any material
indebtedness, liability or obligation or any other liabilities or issue any
debt securities; (iv) assume, guarantee, endorse or otherwise become liable or
responsible (whether directly, contingently or otherwise) for the obligations
of any other person (other than a subsidiary) in a material amount; (v) make
any loans, advances or capital contributions to, or investments in, any other
person, other than to subsidiaries; (vi) fail to maintain adequate





                                       17
<PAGE>   22

insurance consistent with past practices for their businesses and properties;
or (vii) enter into any contract, agreement, commitment or arrangement with
respect to any of the foregoing;

         (d)     except as set forth on Schedule 6.1(d), such Company shall use
its reasonable efforts to preserve intact the business organization of such
Company and its subsidiaries, to keep available the services of its and their
present officers and key employees, and to preserve the goodwill of those
having business relationships with it and their respective subsidiaries;
provided, however, that Zanart may begin activities relating to the Wind-Down
and take actions incident thereto;

         (e)     such Company and its subsidiaries shall not knowingly take or
allow to be taken or fail to take any action which act or omission would
jeopardize qualification of the Merger as a "reorganization" within the meaning
of Section 368 of the Code; and

         (f)     such Company and its subsidiaries shall use all reasonable
efforts to prevent any representation or warranty of such Company herein from
becoming untrue or incorrect in any material respect.

         6.2     Compensation Plans.  During the period from the date of this
Agreement and continuing until the Effective Time, each Company agrees as to
itself and its subsidiaries that it will not, without the prior written consent
of the other Companies (except as contemplated by Section 8.1(b) and 8.2(a)
hereof and as required by applicable law or pursuant to existing contractual
arrangements or other plans or commitments as otherwise disclosed to the other
Companies in the Disclosure Schedules) (a) enter into, adopt or amend any
bonus, profit sharing, compensation, stock option, pension, retirement,
deferred compensation, employment, severance or other employee benefit plan,
agreement, trust, plan, fund or other arrangement between such Company and one
or more of its officers, directors or employees (collectively "Compensation
Plans"), in each case so as to increase the benefits thereunder except as
expressly contemplated hereunder; (b) grant or become obligated to grant any
increase in the compensation or fringe benefits of directors, officers or
employees (including any such increase pursuant to any Compensation Plan) or
any increase in the compensation payable or to become payable to any officer,
except, with respect to employees other than officers, for increases in
compensation in the ordinary course of business consistent with past practice,
or enter into any contract, commitment or arrangement to do any of the
foregoing, except for normal increases and non-stock benefit changes in the
ordinary course of business consistent with past practice, (c) institute any
new employee benefit, welfare program or Compensation Plan, (d) make any change
in any Compensation Plan or other employee welfare or benefit arrangement or
enter into any employment or similar agreement or arrangement with (i) any
executive officer, or (ii) any other employee whose base annual compensation
exceeds $50,000, or (e) except as contemplated by Section 8.1(b) hereof, enter
into or renew any contract, agreement, commitment or arrangement providing for
the payment to any director, officer or employee of such Company of
compensation or benefits contingent, or the terms of which are altered in favor
of such individual, upon the occurrence of any of the transactions contemplated
by this Agreement.

         6.3     Current Information.  From the date of this Agreement to the
Effective Time, each of Continucare and Zanart will cause one or more of its
designated representatives to confer on a regular and frequent basis (not less
than semi-monthly) with representatives of the other and to report the general
status of its ongoing operations and to deliver to such other Company (not less
than quarterly) unaudited consolidated balance sheets and related consolidated
statements of income, stockholders equity and cash flows for the period since
the last such report.  Each Company will promptly notify the others of any
material change in the normal course of business or in its or its subsidiaries'
properties or of any of other event that would render any representation set
forth in Article IV or V, as the case may be, inaccurate in any material 
respect.





                                       18
<PAGE>   23

         6.4     Legal Conditions to Merger.  Each Company shall, and shall
cause its subsidiaries to, use all reasonable efforts (a) to take, or cause to
be taken, all actions necessary to comply promptly with all legal requirements
which may be imposed on such party or its subsidiaries with respect to the
Merger and to consummate the transactions contemplated by this Agreement, and
(b) to obtain (and to cooperate with the other party to obtain) any consent,
authorization, order or approval of, or any exemption by, any governmental
entity and or any other public or private third party which is required to be
obtained or made by such party or any of its subsidiaries in connection with
the Merger and the transactions contemplated by this Agreement.  Each Company
will promptly cooperate with and furnish information to the other in connection
with any such burden suffered by, or requirement imposed upon, any of them or
any of their subsidiaries in connection with the foregoing.

         6.5     Advice of Changes; Government Filings.  Each of Continucare
and Zanart shall confer on a regular and frequent basis with the other, report
on operational matters and promptly advise the other orally and in writing of
any change or event having, or which, insofar as can reasonably be foreseen,
could have, a Material Adverse Effect on such party or which would cause or
constitute a material breach of any of the representations, warranties or
covenants of such party contained herein.  Zanart shall file all reports
required to be filed by it with the SEC between the date of this Agreement and
the Effective Time and shall deliver to Continucare copies of all such reports
promptly after the same are filed.  Each such SEC report filed by Zanart (i)
will comply with applicable SEC rules regarding the form, content and time of
filing and (ii) will not contain any untrue statement of any material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.  Except where prohibited by applicable statutes
and regulations, each of Continucare and Zanart shall promptly provide the
other (or its counsel) with copies of all other filings made by such party with
any state or federal government entity in connection with this Agreement or the
transactions contemplated hereby.

         6.6     Accounting Methods.  No Company shall change its methods of
accounting in effect at the date hereof, except as required by changes in
generally accepted accounting principles as concurred in by such party's
independent auditors, all of which changes shall promptly be disclosed to the
other Companies.  No Company will change its fiscal year.

         6.7     Change of Name.  Promptly following the Effective Time, Zanart
will make all reasonable effort to cause its Articles of Incorporation to be
amended to change its corporate name and will not use the name Zanart or any
variation thereof following the Wind-Down Period.



                                  ARTICLE VII

                             ADDITIONAL AGREEMENTS

         7.1     Access and Information.  Each Company and their respective
subsidiaries shall each afford to the other and to the other's financial
advisors, legal counsel, accountants, consultants and other representatives
access during normal business hours throughout the period from the date hereof
to the Effective Time to all of its books, records, properties, facilities,
personnel, commitments and records (including but not limited to Tax Returns)
and, during such period, each shall furnish promptly to the other all
information concerning its business, properties and personnel as such other
party may reasonably request.  No investigation pursuant to this Section 7.1
shall affect any representations or warranties made herein or the conditions to
the obligations of the respective parties to consummate the Merger, subject to
the provisions of Section 10.1(e) hereof.





                                       19
<PAGE>   24

         7.2     Acquisition Proposals.  Each Company and their respective
subsidiaries will not, and will use their best efforts to cause their
respective directors, officers, employees, financial advisors, legal counsel,
accountants and other agents and representatives (for purposes of this Section
7.2 only, being referred to as "affiliates") not to, initiate, solicit or
encourage, directly or indirectly, or take any other action to facilitate any
inquiries or the making of any proposal with respect to, engage or participate
in negotiations concerning, provide any nonpublic information or data to or
have any discussions with any person other than a party hereto or their
affiliates relating to, any acquisition, tender offer (including a self-tender
offer), exchange offer, merger, consolidation, acquisition of beneficial
ownership of or the right to vote securities of such entity or any of its
subsidiaries, dissolution, business combination, purchase of all or any
significant portion of the assets or any division of, or any equity interest
in, such entity or any subsidiary, or similar transaction other than the Merger
and the Private Placement (such proposals, announcements, or transactions being
referred to as "Acquisition Proposals").  Each Company will promptly notify the
others orally and in writing if any such Acquisition Proposal (including the
terms thereof and identity of the persons making such proposals) is received
and furnish to the other parties hereto a copy of any written proposal.

         7.3     Nasdaq Listing.  The Companies shall take such action as may
be necessary or desirable to timely list the Zanart Shares to be issued
pursuant to the Merger on Nasdaq (small capitalization).

         7.4     Private Placement.  As promptly as practicable, Continucare
shall prepare all required documentation and take such steps as are necessary
to effectuate the sale, contingent upon the effectiveness of the Merger, by
Continucare of an aggregate of 3,300,000 shares of Continucare Common Stock
(the "Private Placement Shares") at a price of $2.00 per share, which will be
offered and sold to the persons and in the amounts approximately as set forth
on Exhibit A attached hereto.  The Private Placement Shares will be offered and
sold pursuant to a Term Sheet and related Subscription Agreement in the form
attached hereto as Exhibit A.  The offer and sale of the Private Placement
Shares is hereinafter referred to as the "Private Placement."  The Private
Placement shall be structured in such a manner as to be exempt from the
registration requirements of Section 5 of the Securities Act, and the Private
Placement Shares shall be offered and sold only to those persons who are
"accredited investors," as defined in Rule 501(a) of the Securities Act.

         7.5     Disposition by Zanart of Existing Business.  Within three
months from the Closing Date (such three-month period being hereinafter
referred to as the "Wind-Down Period"), Zanart shall take such steps as are
necessary to effectuate the sale or other disposition of the assets (other than
cash) and the discharge of all liabilities relating to Zanart's existing
licensing business (the "Existing Business").  Such sale or other disposition
shall be upon such terms and conditions as those that could be obtained in an
arms-length transaction with unaffiliated parties, and is hereinafter referred
to as the "Wind-Down."  During the Wind-Down Period, Zanart shall continue to
employ Todd Slayton, Robert Stein and Thomas Zotos for purposes of managing the
Wind-Down, all in accordance with the terms of the Employment Agreements.

         7.6     Director and Officer Indemnification.  All rights to
indemnification and advancement of expenses existing in favor of the directors,
officers and agents of any Company (the "Indemnified Parties") under the
provisions existing on the date hereof of any Company's Articles of
Incorporation, Bylaws and indemnification agreements of any Company, including,
without limitation, those listed on the Disclosure Schedules hereto
(collectively, the "Indemnification Provisions") shall survive the Effective
Time for at least six years thereafter (or such longer period as shall be
required under any indemnification agreement) and Zanart agrees to indemnify
and advance expenses to the Indemnified Parties to the full extent required or
permitted by any Company under the provisions existing on the date hereof of
any Company's Articles of Incorporation, Bylaws and indemnification agreements
of any Company.  Each Company further covenants and agrees that it will not
amend the Indemnification Provisions in a manner which would reduce, diminish
or otherwise impair the right to indemnification thereunder to the Indemnified
Parties for a period of six years following the Closing Date, except as may be
required by law.





                                       20
<PAGE>   25

         7.7     Registration Statement on Form S-3.  Following the Effective
Time, Zanart shall at its sole cost and expense promptly file and use its best
efforts to cause to be declared effective under the Securities Act a
Registration Statement on Form S-3, or other form as the Board shall deem
appropriate in the event use of a Form S-3 is not permitted, relating to the
sale (i) by the holders of shares of Zanart Common Stock received upon the
exercise of all options and warrants described on Schedule 5.2 hereof and (ii)
by the shareholders of Continucare of the 8,300,000 Zanart Shares received in
connection with, and as consideration for, the Merger.

         7.8     Public Announcements.  So long as this Agreement is in effect
and until the Closing Date, each of the Companies agrees that it will obtain
the approval of the other Companies prior to issuing any press release relating
to the Merger or the transactions contemplated hereby and will use its
reasonable efforts to consult with the others before otherwise making any
public statement or responding to any press inquiry with respect thereto,
except that Zanart may make such public disclosure which it believes in good
faith to be required by law or by the terms of its listing agreement with a
Nasdaq exchange (in which case Zanart will consult with Continucare prior to
making such disclosure).

         7.9     Expenses.  Whether or not the Merger is consummated, all costs
and expenses incurred in connection with this Agreement and the transactions
contemplated hereby and thereby shall be paid by the party incurring such
expenses.  In the case of Zanart or ZSI, (i) the costs, fees and expenses
incurred in connection with the transactions contemplated hereby relating to
services performed by (A) Akerman Senterfitt & Edison P.A., (B) Arthur Andersen
L.L.P. and (C) First Equity Corporation and its counsel shall be deemed to have
been incurred by Zanart and ZSI (the "Zanart Expenses") and (ii) the costs,
fees and expenses incurred in connection with the transactions contemplated
hereby relating to services performed by (A) Greenberg Traurig and (B) Deloitte
Touche L.L.P. shall be deemed to have been incurred by Continucare.  The Zanart
Expenses shall be paid at or prior to Closing.

         7.10    Key Man Insurance.  Zanart shall, for a period of three years
following the Closing Date, maintain a key man life insurance policy on Charles
Fernandez, naming Zanart as the sole beneficiary, in an amount not less than $2
million.

         7.11    Additional Agreements.

         (a)     Subject to the terms and conditions herein, each of the
parties hereto agrees to use all reasonable efforts to take, or cause to be
taken, all action and to do, or cause to be done, all things necessary, proper
or advisable under applicable laws and regulations to consummate and make
effective the transactions contemplated by this Agreement, including using all
reasonable efforts to obtain all necessary waivers, consents and approvals, and
to effect all necessary registrations and filings.  In case at any time after
the Effective Time any further action is necessary or desirable to carry out
the purposes of this Agreement, the proper officers and/or directors of the
Surviving Corporation shall be authorized to take all such necessary action.

         (b)     Subject to the terms and conditions herein, each Company will
cooperate with the others and use all reasonable efforts to prepare all
necessary documentation to effect promptly all necessary filings and to obtain
all necessary permits, consents, approvals, orders and authorizations of or any
exemptions by, all third parties and governmental bodies necessary to
consummate the transactions contemplated by this Agreement.





                                       21
<PAGE>   26

         (c)     Each party will keep the other party apprised of the status of
any inquiries made of such party by the SEC, Nasdaq or any other governmental
agency or authority or members of their respective staffs with respect to this
Agreement or the transactions contemplated herein.

         (d)     Each party will promptly notify the other parties in writing
of any changes or inaccuracies in such party's representations or warranties
set forth in this Agreement from the date hereof through the Closing Date,
except for any changes or inaccuracies resulting from the Wind-Down.


                                  ARTICLE VIII

                    CONDITIONS TO CONSUMMATION OF THE MERGER

         8.1     Conditions to All Companies' Obligation to Effect the Merger.
The respective obligation of all Companies to effect the transactions
contemplated herein shall be subject to the satisfaction at or prior to the
Effective Time of the following conditions, any one of which may be waived by
all, but not less than all, of the Companies:

         (a)     Private Placement.  The Private Placement shall have been
consummated.

         (b)     Amendment to Zanart Employment Agreements, Common Stock
Options and Agreements.  Zanart shall have entered into the Amendments to the
Employment Contracts attached hereto as Exhibit B with each of Robert Stein,
Todd Slayton and Thomas Zotos and Amendments to Common Stock Options and
Agreements attached hereto as Exhibit B with Gary Culpepper and Alfred Masini.

         (c)     Consents.  No preliminary or permanent injunction or other
order by any federal, state or foreign court of competent jurisdiction which
prohibits the consummation of the Merger shall have been issued and remain in
effect.  No statute, rule, regulation, executive order, stay, decree, or
judgment shall have been enacted, entered, issued, promulgated or enforced by
any court or governmental authority which prohibits or restricts the
consummation of the Merger.  Other than the filing of Articles of Merger with
the Department of State for the State of Florida, all authorizations, consents,
orders or approvals of, or declarations or filings with, and all expirations of
waiting periods imposed by, any governmental entity (all of the foregoing,
"Consents") which are necessary for the consummation of the Merger, other than
Consents the failure to obtain which would not prevent the Merger and/or have a
Material Adverse Effect on the Surviving Corporation and its subsidiaries,
taken as a whole, shall have been filed, occurred or been obtained (all such
permits, approvals, filings and consents and the lapse of all such waiting
periods being referred to as the "Requisite Regulatory Approvals") and all such
Requisite Regulatory Approvals shall be in full force and effect.  All state
securities or blue sky permits and other authorizations necessary to issue the
Zanart Shares in exchange for the Continucare Shares and to consummate the
Merger shall have been received.

         (d)     No Restrictions.  There shall not be any action taken, or any
statute, rule, regulation or order enacted, entered, enforced or deemed
applicable to the Merger, by any federal or state governmental entity which, in
connection with the grant of a Requisite Regulatory Approval imposes any
condition or restriction upon any Company or its subsidiaries, including,
without limitation, requirements relating to the Wind-Down, which in any such
case would so materially adversely impact the economic or business benefits of
the transactions contemplated by this Agreement as to render inadvisable the
consummation of the Merger.

         (e)     Tax and Legal Opinions.  Each Company shall have received an
opinion of Greenberg Traurig addressed to each of the Companies and their
respective Boards of Directors, dated as of the Effective Time, substantially
to the effect that, on the basis of facts, representations, and assumptions set





                                       22
<PAGE>   27

forth or referred to in such opinion which are consistent with the state of
facts existing at the Effective Time, the Merger will be treated for federal
income tax purposes as a reorganization within the meaning of Section 368 of
the Code and that each of Continucare, Zanart and ZSI will be a party to the
reorganization within the meaning of Section 368 of the Code.  In addition,
each of Continucare and Zanart shall have received the opinion of the other
such Company's respective outside counsel dated the Closing Date in
substantially the forms attached hereto as Exhibit C.

         (f)     Consents.  Each Company shall have obtained the consent or
approval of each person whose consent or approval shall be required in
connection with the transactions contemplated hereby under any loan or credit
agreement, note, mortgage, indenture, lease, license or other agreement or
instrument, except those for which failure to obtain such consents and
approvals would not, individually or in the aggregate, have a Material Adverse
Effect on the Surviving Corporation and its subsidiaries taken as a whole or
prevent the consummation of the Merger.  The failure by Zanart to obtain the
consent of any third party to any license or similar agreement shall be deemed
not to have a Material Adverse Effect hereunder.

         (g)     Nasdaq Listing.  The Zanart Shares issuable upon the
effectiveness of the Merger pursuant to this Agreement shall have been approved
for listing on the Nasdaq (small capitalization), subject to official notice of
issuance.

         (h)     Compliance with Rule 14f-1.  The parties shall have complied
with Rule 14f-1 of the Rules and Regulations promulgated by the SEC under the
Securities Exchange Act of 1934, as amended.

         8.2     Conditions to Obligation of Continucare to Effect the Merger.
The obligation of Continucare to effect the Merger shall be further subject to
the satisfaction at or prior to the Effective Time of the following additional
conditions, which may be waived by Continucare:

         (a)     Repayment of Loan.  All indebtedness of Continucare to Charles
Fernandez, presently estimated to be $600,000, shall have been paid in full.

         (b)     Resignations.  Robert Stein, Steven Adelman, Thomas Zotos and
Todd Slayton shall have submitted to Zanart their written resignations as
officers and/or directors of Zanart, effective on the Effective Date.

         (c)     Full Performance; Accuracy of Representations and Warranties.
Each of Zanart and ZSI shall have performed in all material respects its
obligations under this Agreement required to be performed by it at or prior to
the Effective Time and the representations and warranties of Zanart and ZSI
contained in this Agreement shall be true and correct in all material respects
at and as of the Effective Time as if made at and as of such time, except as
contemplated by this Agreement, and Continucare shall have received a
certificate of the Chairman of the Board, the President or an Executive Vice
President of each of Zanart and ZSI as to the satisfaction of this condition.

         (d)     No Material Adverse Change.  There shall have been no material
adverse change in the business, financial condition or results of operations of
Zanart or ZSI from the date hereof through the Closing Date other than changes
resulting from the Wind-Down or any continued operating losses incurred by
Zanart.

         8.3     Conditions to Obligation of Zanart and ZSI to Effect the
Merger.  The obligation of Zanart and ZSI to effect the Merger shall be further
subject to the satisfaction at or prior to the Effective Time of the following
additional conditions, which may be waived in writing by Zanart and ZSI.





                                       23
<PAGE>   28

         (a)     Employment Agreements.  Zanart and each of Charles Fernandez,
Douglas Miller and Barry Goldstein shall have entered into employment
agreements with Zanart in the forms attached hereto as Exhibit B.

         (b)     Full Performance; Accuracy of Representations and Warranties.
Continucare shall have performed in all material respects its obligations under
this Agreement required to be performed by it at or prior to the Effective Time
and the representations and warranties of Continucare contained in this
Agreement shall be true and correct in all material respects at and as of the
Effective Time as if made at and as of such time, except as contemplated by
this Agreement, and Zanart and ZSI shall have received a certificate of the
Chairman of the Board, the President or an Executive Vice President of
Continucare as to the satisfaction of this condition.

         (c)     No Material Adverse Change.  There shall have been no material
adverse change in the business, financial condition or results of operations of
Continucare from the date hereof through the Closing Date, including charges
from the unaudited Continucare Financials to the audited Continucare
Financials.

         (d)     Termination of Shareholders' Agreement.  The Continucare
Shareholders' Agreement shall have been terminated and the application of the
preemptive rights thereunder to the Private Placement shall have been waived.

         (e)     Tail Coverage.  At or before the Closing Date, at Zanart's
sole election:

                 (i)      A "tail" policy acceptable to Zanart shall have been
obtained, at Zanart's sole expense, for a coverage period ending no earlier
than the sixth anniversary of the Effective Time (or such shorter period as
shall be acceptable to the existing Zanart Board of Directors, which "tail"
policy shall maintain in effect the Director's and Officer's Liability and
Company Insurance Reimbursement Policy, issued by Admiral Insurance Company
(Policy # 1205687) (the "D&O Policy") for the benefit of Thomas Zotos, Todd
Slayton, Robert Stein, Gary Culpepper and Steven Adelman (collectively, the
"Old Officers") in their capacity as officer and/or director of Zanart,
covering all claims (regardless of when brought) relating to events occurring
on or before the Effective Time; or

                 (ii)     Zanart shall obtain and maintain in effect, at its
sole expense, for a period ending no earlier than the sixth anniversary of the
Effective Time (or renewable through such date at Zanart's election), a
director's and officer's liability policy with coverage substantially similar
in types and levels of coverage as the D&O Policy covering the Old Officers
(and if Zanart shall elect, any new officers and/or directors of Zanart) in
their capacity as officers and/or directors of Zanart pursuant to, Section 2.3
hereof for all claims (regardless of when brought) relating to events occurring
on or before the Effective Time.

         (f)     Receipt of Continucare's Audited Financial Statements,
together with an unqualified opinion thereon from Deloitte & Touche.

         (g)     Fairness Opinion.  The Board of Directors of Zanart shall have
received from First Equity Corporation of Florida a written opinion addressed
to the Board in form and substance satisfactory to Zanart to the effect that
the consummation of the Merger, the Private Placement and the other
transactions contemplated by this Agreement are fair to Zanart from a financial
point of view, and such opinion shall not have been withdrawn or materially
modified prior to the Closing Date.


                                   ARTICLE IX

                            POST-CLOSING ADJUSTMENT





                                       24
<PAGE>   29

         In the event that the Closing Cash Balance (as defined below) is less
than $2,000,000 immediately following the Closing, as adjusted on the first
business day following the end of the Wind-Down Period (the "Adjustment Date"),
then the holders of Continucare Common Stock (the "Continucare Shareholders")
shall receive such number of shares of Zanart Common Stock within 15 days
following the Adjustment Date as shall equal (i) the difference between (A)
$2,000,000 and (B) the actual Closing Cash Balance divided by (ii) two.  For
example, if the Closing Cash Balance immediately following the Closing, as
adjusted on the Adjusted Date, is equal to $1,400,000, then the Continucare
Shareholders shall receive an aggregate of 300,000 shares of Zanart Common
Stock ($2,000,000-$1,400,000) / two.  Such additional shares of Zanart Common
Stock shall be allocated among all of the Continucare Shareholders in
proportion to their respective ownership of Continucare Common Stock
immediately subsequent to the Private Placement, and shall be deemed to be
additional consideration for the exchange of Continucare Shares for Zanart
Shares in the Merger.  For purposes of this Article IX, "Closing Cash Balance"
shall be equal to the amount of cash and cash equivalents of Zanart immediately
following the Closing (i) plus the net cash amount received by Zanart in
connection with the Wind-Down (ii) less (A) any amount of unpaid trade
payables, unpaid rent and utilities, unpaid fees under the license agreements
noted on Schedule 5.8 and any income, in each such case, retained by Zanart
following the Wind-Down Period which relates to Zanart's Existing Business and
(B) the Zanart Expenses.  Zanart shall use its best efforts to cause the
additional shares, if any, of Zanart Common Stock to be received by the
Original Continucare Shareholders pursuant to this Article IX to be registered
for resale by the Original Continucare Shareholders under the Securities Act.


                                   ARTICLE X

                       TERMINATION, AMENDMENT AND WAIVER

         10.1    Termination.  This Agreement may be terminated and the Merger
contemplated hereby abandoned at any time prior to the Effective Time:

         (a)     By mutual written consent of Continucare and Zanart.

         (b)     By either of Continucare or Zanart if the Merger shall not
have been consummated on or before September 30, 1996.

         (c)     By Continucare if there shall have been any material breach of
any representation, warranty, covenant, agreement or obligation of Zanart or
ZSI hereunder or by Zanart and ZSI if there shall have been any material breach
of any representation, warranty, covenant, agreement or obligation of
Continucare hereunder and, if such breach is curable, such default shall have
not been remedied within 10 days after receipt by the other Company, as the
case may be, of notice in writing from such Company specifying such breach and
requesting that it be remedied; provided, that such 10-day period shall be
extended for so long as the other Company shall be making diligent attempts to
cure such default and such default shall be reasonably capable of being cured.

         (d)     By any Company if any court of competent jurisdiction in the
United States or other United States governmental body shall have issued an
order, decree or ruling or taken any other action restraining, enjoining or
otherwise prohibiting the Merger and such order, decree, ruling or any other
action shall have become final and non-appealable.

         (e)     At any time during the period from the date hereof to the
later of (i) August 25, 1996 or (ii) five business days following the receipt
by Zanart of the audited Continucare Financials, if any of the parties hereto,
based on their due diligence review of any such other party, deem that it is
inadvisable to proceed with the Merger.





                                       25
<PAGE>   30

         10.2    Effect of Termination.  In the event of termination of this
Agreement as provided above, this Agreement shall forthwith become of no
further effect and, except for a termination resulting from a breach by a party
of any of its material obligations under this Agreement, there shall be no
liability or obligation on the part of any Company or their respective officers
or directors, except that Section 11.1 shall survive termination.  Nothing
contained in this Section 10.2 shall relieve any party from liability for
willful breach of this Agreement that results in termination of this Agreement.
Upon request therefor, each party shall redeliver all documents, work papers
and other material of any other party relating to the transactions contemplated
hereby, whether obtained before or after the execution hereof, to the party
furnishing same.

         10.3    Amendment.  This Agreement may be amended by action taken at
any time before or after approval hereof by the shareholders of Continucare and
ZSI, but, after either such approval, no amendment shall be made which alters
the Exchange Ratio or which in any way materially adversely affects the rights
of such shareholders, without the further approval of such shareholders.  This
Agreement may not be amended except by an instrument in writing signed on
behalf of each of the parties hereto.

         10.4    Waiver.  At any time prior to the Effective Time, the parties
hereto may (a) extend the time for the performance of any of the obligations or
other acts of the other parties hereto, (b) waive any inaccuracies in the
representations and warranties contained herein or in any document delivered
pursuant hereto, and (c) except as may be required by law, waive compliance
with any of the agreements or conditions contained herein.  Any agreement on
the part of a party hereto to any such extension or waiver shall be valid only
if set forth in an instrument in writing signed on behalf of such party.  Such
waiver shall not operate as a waiver of, or estoppel with respect to, any
subsequent or other failure.


                                   ARTICLE XI

                               GENERAL PROVISIONS

         11.1    Confidentiality and Non-Disclosure.  Each Company agrees that,
without the prior written consent of the other Companies or except as may be
required under law or court order, the provisions of the Agreement and the
transactions contemplated hereby shall remain confidential and shall not be
disclosed to any Person not affiliated with any of the parties; provided that
Zanart may disclose this Agreement if it is required to do so publicly to
satisfy its obligations under applicable securities laws.  Each Company further
agrees not to reveal or disclose any Confidential Information (as defined
below) to any person without first obtaining the written consent of the
non-disclosing Companies, except as may be necessary in regulatory proceedings
or litigation.  For purposes hereof Confidential Information shall mean all
information, in whatever form, which is or was disclosed by one Company to
another or to an affiliate of the other Company prior to or following the
execution of this Agreement and which relates in any way to the business of the
non-disclosing Company.  Confidential Information shall not include information
that a Company can demonstrate by written evidence:

                      (i)         is in the public domain (provided that
                                  information in the public domain has not and
                                  does not come into the public domain as a
                                  result of the disclosure by the receiving
                                  Company or any of its affiliates);

                     (ii)         is known to the receiving Company or any of
                                  its affiliates prior to the disclosure by the
                                  other Company: or

                    (iii)         becomes available to the Company on a
                                  non-confidential basis from a source other
                                  than an affiliate of that Company or the
                                  disclosing Company.





                                       26
<PAGE>   31

         11.2    Survival of Representations, Warranties and Agreements.  No
representations, warranties or agreements contained herein shall survive beyond
the Effective Time other than the agreements contained in Sections 2.3, 3.1,
3.2, 3.3, 6.7, 7.5, 7.6, 7.7, 7.8, 7.11, 8.3(e) and Article IX Section 11.1
hereof, which shall survive beyond the Effective Time.

         11.3    Brokers.  Each of Continucare, Zanart and ZSI represents and
warrants to the other Companies that no broker, finder or financial advisor is
entitled to any brokerage, finder's or other fee or commission in connection
with the Merger or the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of such Company, except for fees payable to
First Equity Corporation of Florida.

         11.4    Notices.  All notices, claims, demands and other
communications hereunder shall be in writing and shall be deemed given if
delivered personally or by telex or telecopy or mailed by registered or
certified mail (postage prepaid, return receipt requested) to the respective
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):

         (a)     If to Continucare to:

                 Continucare Corporation
                 3333 West Commercial Blvd.
                 Suite 105
                 Fort Lauderdale, Florida 33309
                 Attention:  Charles M. Fernandez

                 with a copy to:

                 Greenberg, Traurig, Hoffman, Lipoff,
                 Rosen & Quentel, P.A.
                 1221 Brickell Avenue
                 Miami, Florida 33131
                 Attention:  Andrew Hulsh, Esq.

         (b)     If to Zanart or ZSI, to:

                 Zanart Entertainment Incorporated
                 766641 Burnet Ave.
                 Van Nuys, California 91405
                 Attention:  Robert A. Stein

                 with a copy to (which copy shall not constitute notice to
                 Zanart for any purpose):

                 Akerman, Senterfitt & Edison, P.A.
                 One Southeast Third Avenue, 28th Floor
                 Miami, Florida 33131-1704
                 Attention:  Bruce I. March, Esq.

         11.5    Descriptive Headings.  The headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

         11.6    Entire Agreement; Assignment.  This Agreement (including the
Schedules, Exhibits and other documents and instruments referred to herein) and
the Confidentiality Agreement (a) constitute the entire agreement and
supersedes all other prior agreements and understandings, both written and
oral, among





                                       27
<PAGE>   32

the parties or any of them, with respect to the subject matter hereof; (b) are
not intended to confer upon any other person any rights or remedies hereunder
other than to the Indemnified Parties and the persons (the "Selling
Shareholders") whose shares of Zanart Common Stock are being registered
pursuant to Section 7.7 hereof, each of whom shall be deemed to be a third
party beneficiary of this Agreement and have full rights to enforce this
Agreement as if they were parties hereto, and (c) shall not be assigned by
operation of law or otherwise.

         11.7    Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida without giving
effect to the provisions thereof relating to conflicts of law.

         11.8    Parties in Interest.  Nothing in this Agreement, express or
implied, is intended to or shall confer upon any other person any rights,
benefit or remedies of any nature whatsoever or by reason of this Agreement
other than to the Indemnified Parties and the Selling Shareholders.

         11.9    Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original but all of which
shall constitute one and the same agreement.

         11.10   Validity.  The invalidity or unenforceability of any provision
of this Agreement shall not effect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect.

         11.11   Investigation.  The respective representations and warranties
of each Company contained herein or in the certificates or other documents
delivered prior to the Closing shall not be deemed waived or otherwise affected
by any investigation made by any party hereto.

         11.12   Attorneys' Fees.  In the event suit is brought to enforce or
interpret any part of this Agreement or the rights or obligations of any party
to this Agreement, the prevailing party shall be entitled to recover as an
element of such party's costs of suit, and not as damages, a reasonable
attorneys' fee to be fixed by the court.





                                       28
<PAGE>   33
         IN WITNESS WHEREOF, each of the undersigned has executed this
Agreement as of the date first above written.


CONTINUCARE CORPORATION


By: /s/ Charles M. Fernandez
    ------------------------------------------
    Charles M. Fernandez, Chairman


ZANART ENTERTAINMENT INCORPORATED


By: /s/ Thomas Zotos
    ------------------------------------------
    Thomas Zotos, President

ZANART SUBSIDIARY, INC.


By: /s/ Thomas Zotos 
    ------------------------------------------
    Thomas Zotos, President




                                       29
<PAGE>   34

                                  EXHIBIT A



                    Private Placement of 3,300,000 Shares

                       To be Offered at $2.00 per Share

                             Approximate Amounts


1.   Arthur M. Goldberg and/or assigns                 1,000,000 shares

2.   Phillip Frost, M.D. and/or assigns                1,000,000 shares

3.   Frost Hanna and/or assigns                          650,000 shares

4.   Continucare - employees and/or assigns              250,000 shares

5.   Mario Cuervo, M.D.                                  200,000 shares

6.   Pedro Rodriguez, M.D.                               100,000 shares

7.   WCF Inc.                                            100,000 shares
<PAGE>   35
                                  EXHIBIT B


                      AMENDMENT TO EMPLOYMENT CONTRACT


        This Amendment is executed this ___ day of __________, 1996 between
Zanart Entertainment Incorporated (the "Employer") and Robert Stein (the
"Employee").

                                    RECITALS

        The Employer and the Employee entered into an Employment Contract (the
"Contract") dated July 21, 1994, pursuant to which the Employer agreed to
employ the Employee as its Executive Vice President and Secretary for a term of
three (3) years.  The Employer has entered into an Agreement and Plan of Merger
dated as of August 9, 1996 (the "Merger Agreement") with its wholly-owned
subsidiary, Zanart Subsidiary, Inc., and Continucare Corporation pursuant to
which Zanart Subsidiary, Inc. will be merged with and into Continucare
Corporation (the "Merger").  In connection therewith, the Employer has agreed
to wind down the Employer's current business and operations.  The Employer and
the Employee therefore desire to amend the Contract as provided herein.  All
terms used without definition herein shall have the meaning attributable to
them in the Merger Agreement.

                               TERMS OF AGREEMENT

        THEREFORE, in consideration of the promises and undertakings herein,
the parties agree as follows:

        1.     Recitals.  The Recitals shall be incorporated and made a part of
this Amendment.

        2.     Earlier Termination The Employee hereby resigns as an officer
and director of the Employer effective as of the date of this Agreement.  The
Employee agrees to continue as an employee of the Employer, and the Employer
hereby agrees to continue to employ Employee as an employee in accordance with
the terms of the Contract (except as otherwise amended hereby) until the three
(3) month anniversary of the date of this Agreement (the "Wind-Down Period").
Article II of the Contract is hereby amended to provide for the term of the
Contract to terminate at the end of the Wind-Down Period.

        3.     Severance Payment.  Article X of the Contract is hereby deleted
in its entirety.  The Employer shall, as consideration for the early
termination of the Contract and the other promises and undertakings herein, pay
the Employee a lump-sum payment equal to the Employee's salary for a period of
six (6) months, less required tax withholdings and tax deductions.  This sum
shall be paid to the Employee at the end of the Wind-Down Period.  In addition,
the Employer shall, at no cost

<PAGE>   36

to the Employee, at the end of the Wind-Down Period, assign jointly to the
Employee and to Thomas Zotos all of the Employer's right, title and interest in
its furniture and equipment (including computer software and hardware), the
names "Zanart Publishing" and "Zanart Entertainment" (and any variations
thereof), all logos and trademarks used or licensed by the Employer, and all of
Employer's right and interest in its license to use the "Pink Panther" name and
likeness.  The assignment shall be in writing in form reasonably acceptable to
the assignees.

        4.     Automobile.  The Employer agrees to continue to reimburse
Employee for the cost of his automobile lease payments (not to exceed $300 per
month) consistent with past practice during the Wind-Down Period and for a
period of six (6) months thereafter.

        5.     Waiver of Restrictions.  Article XI of the Contract, governing
Non-Competition and Non-Solicitation, is hereby deleted in its entirety.  All
of the Employee's obligations and restrictions therein are hereby waived and
released by the Employer.

        6.    Registration Rights.   The Employer, within ninety (90) days
following the Effective Time, and, thereafter, within ninety (90) days
following the date the Employee exercises any option to purchase shares of the
Employer,  will cause a registration statement to be filed under the Securities
Act of 1933, as amended (the "Securities Act") or an existing registration
statement to be amended for the purpose of registering all shares of the
Employer's Common Stock owned by the Employee at any time (the "Shares") for
resale by a holder thereof (the "Registration Statement").  The Employer will
have the Registration Statement(s) become effective and cause the Shares to be
registered under the Securities Act, and registered, qualified or exempted
under the state securities laws of such jurisdictions as Employee reasonably
requests.  The Employer shall pay all expenses in connection with the
registration, qualification, and/or exemption of the Shares, including any
Securities and Exchange Commission and state securities law registration and
filing fees, and shall furnish to the holders of the Shares such reasonable
number of copies of the Registration Statement(s), such prospectuses as are
contained in the Registration Statement(s), and such other documents as the
holders of the Shares may reasonably request in order to facilitate the
offering of the Shares.  The Employer shall maintain the effectiveness of the
Registration Statement(s) until such time as the Employer determines that all
of the holders will be eligible to sell all of the Shares then owned by the
holders without the need for continued registration of the shares, in the three
month period immediately following the termination of the effectiveness of the
Registration Statement(s).

        7.     Releases.  The Employer and Employee, for themselves and their
respective successors and assigns, subject to the provisions of this Amendment,
hereby release, quit, satisfy, and forever discharge each other, and the
other's successors and assigns, from all manner of actions, causes of action,
suits, debts, sums of money, accounts, reckonings, bonds, bills, specialties,
covenants, contracts, controversies, agreements, promises, variances,
trespasses, damages, judgments, executions, claims, and demands whatsoever, in
law or in equity, which either Employer



                                      2
<PAGE>   37

or Employee ever had, now has or may have against the other or, where
applicable, against any of its employees, officers, or directors for,  upon, or
by reason of any matter, cause, or thing whatsoever, including but not limited
to, all claims or matters arising out of or relating to the Employee's
employment with the Employer, other than, in the case of the Employee's release
of the Employer, breaches by the Employer of the Contract (including this
Amendment), the Indemnification Agreement dated as of August 8, 1996 executed
between the Employer and Employee (the "Indemnification Agreement") and claims
relating to past due wages and expense reimbursement.  At the end of the
Wind-Down Period, the Employer and Employee shall execute mutual releases for
all claims against the other arising during the Wind-Down Period, excluding
from such further release the breach of any obligation hereunder, and, in the
case of the Employee's release of the Employer, breaches by the Employer of the
Contract (including this Amendment), the Indemnification Agreement and claims
relating to past due wages and expense reimbursement.

        8.     Entire Amendment.  This document shall constitute the sole
current Amendment to the Contract.  All provisions of the Contract not
specifically modified herein shall remain intact and continue in full force and
effect.



     EXECUTED this ____ day of __________, 1996.


                                                "EMPLOYER"

                                                ZANART ENTERTAINMENT 
                                                INCORPORATED

                
                                                By:
                                                   -----------------------------
                                                   Name:
                                                        ------------------------
                                                   Title:
                                                          ----------------------

                                                "EMPLOYEE"



                                                --------------------------------
                                                ROBERT STEIN



                                      3
<PAGE>   38


                      AMENDMENT TO EMPLOYMENT CONTRACT


        This Amendment is executed this ___ day of __________, 1996 between 
Zanart Entertainment Incorporated (the "Employer") and Thomas Zotos (the 
"Employee").

                                    RECITALS

        The Employer and the Employee entered into an Employment Contract (the
"Contract") dated July 21, 1994, pursuant to which the Employer agreed to
employ the Employee as its Chief Executive Officer and President for a term of
three (3) years.  The Employer has entered into an Agreement and Plan of Merger
dated as of August 9, 1996 (the "Merger Agreement") with its wholly-owned
subsidiary, Zanart Subsidiary, Inc., and Continucare Corporation pursuant to
which Zanart Subsidiary, Inc. will be merged with and into Continucare
Corporation (the "Merger").  In connection therewith, the Employer has agreed
to wind down the Employer's current business and operations.  The Employer and
the Employee therefore desire to amend the Contract as provided herein.  All
terms used without definition herein shall have the meanings attributable to
them in the Merger Agreement.

                               TERMS OF AGREEMENT

        THEREFORE, in consideration of the promises and undertakings herein, the
parties agree as follows:

        1.    Recitals.  The Recitals shall be incorporated and made a part of
this Amendment.

        2.    Earlier Termination The Employee hereby resigns as an officer and
director of the Employer effective as of the date of this Agreement.  The
Employee agrees to continue as an employee of the Employer, and the Employer
hereby agrees to continue to employ Employee as an employee in accordance with
the terms of the Contract (except as otherwise amended hereby) until the three
(3) month anniversary of the date of this Agreement (the "Wind-Down Period").
Article II of the Contract is hereby amended to provide for the term of the
Contract to terminate at the end of the Wind-Down Period.

        3.    Severance Payment.  Article X of the Contract is hereby deleted
in its entirety.  The Employer shall, as consideration for the early
termination of the Contract and the other  promises and undertakings herein,
pay the Employee a lump-sum payment equal to the Employee's salary for a period
of six (6) months, less required tax withholdings and tax deductions.  This sum
shall be paid to the Employee at the end of the Wind-Down Period.  In
addition, the Employer shall, at no cost 


<PAGE>   39


to the Employee, at the end of the Wind-Down Period, assign jointly to the
Employee and to Robert Stein all of the Employer's right, title, and interest
in its furniture and equipment (including computer software and hardware), the
names "Zanart Publishing" and "Zanart Entertainment" (and any variations
thereof), all logos and trademarks used or licensed by the Employer, and all of
Employer's right and interest in its license to use the "Pink Panther" name and
likeness.  The assignment shall be in writing in form reasonably acceptable to
the assignees.

        4.   Health Benefits.  The Employer agrees, at the Employer's sole cost
and expense, to continue the medical insurance benefits currently available to
the Employee and the Employee's family during the Wind-Down Period and until
the earlier of (i) six (6) months following the termination of the Wind-Down
Period or (ii) the date on which  the Employee obtains other employment
providing comparable medical insurance benefits to the Employee and the
Employee's family at no cost to the Employee.

        5.   Waiver of Restrictions.  Article XI of the Contract, governing
Non-Competition and Non-Solicitation, is hereby deleted in its entirety.  All
of the Employee's obligations and restrictions therein are hereby waived and
released by the Employer.

        6.    Registration Rights.   The Employer, within ninety (90) days
following the Effective Time, and, thereafter, within ninety (90) days
following the date the Employee exercises any option to purchase shares of the
Employer,  will cause a registration statement to be filed under the Securities
Act of 1933, as amended (the "Securities Act") or an existing registration
statement to be amended for the purpose of registering all shares of the
Employer's Common Stock owned by the Employee at any time (the "Shares") for
resale by a holder thereof (the "Registration Statement").  The Employer will
have the Registration Statement(s) become effective and cause the Shares to be
registered under the Securities Act, and registered, qualified or exempted
under the state securities laws of such jurisdictions as Employee reasonably
requests.  The Employer shall pay all expenses in connection with the
registration, qualification, and/or exemption of the Shares, including any
Securities and Exchange Commission and state securities law registration and
filing fees, and shall furnish to the holders of the Shares such reasonable
number of copies of the Registration Statement(s), such prospectuses as are
contained in the Registration Statement(s), and such other documents as the
holders of the Shares may reasonably request in order to facilitate the
offering of the Shares.  The Employer shall maintain the effectiveness of the
Registration Statement(s) until such time as the Employer determines that all
of the holders will be eligible to sell all of the Shares then owned by the
holders without the need for continued registration of the shares, in the three
month period immediately following the termination of the effectiveness of the
Registration Statement(s).

        7.   Releases.  The Employer and Employee, for themselves and their
respective successors and assigns, subject to the provisions of this Amendment,
hereby release, quit, satisfy, and forever discharge each other, and the
other's successors and assigns, from all manner of actions, 



                                      2
<PAGE>   40

causes of action, suits, debts, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies, agreements,
promises, variances, trespasses, damages, judgments, executions, claims, and
demands whatsoever, in law or in equity, which either Employer or Employee ever
had, now has or may have against the other or, where applicable, against any of
its employees, officers, or directors for,  upon, or by reason of any matter,
cause, or thing whatsoever, including but not limited to, all claims or matters
arising out of or relating to the Employee's employment with the Employer,
other than, in the case of the Employee's release of the Employer, breaches by
the Employer of the Contract (including this Amendment), the Indemnification
Agreement dated as of August 8, 1996 executed between the Employer and Employee
(the "Indemnification Agreement") and claims relating to past due wages and
expense reimbursement.  At the end of the Wind-Down Period, the Employer and
Employee shall execute mutual releases for all claims against the other arising
during the Wind-Down Period, excluding from such further release the breach of
any obligation hereunder, and, in the case of the Employee's release of the
Employer, breaches by the Employer of the Contract (including this Amendment),
the Indemnification Agreement and claims relating to past due wages and expense
reimbursement.

        8.   Entire Amendment.  This document shall constitute the sole current
Amendment to the Contract.  All provisions of the Contract not specifically
modified herein shall remain intact and continue in full force and effect.

        EXECUTED this ____ day of __________, 1996.


                                                "EMPLOYER"
        
                                                ZANART ENTERTAINMENT 
                                                INCORPORATED


                                                By:
                                                   -----------------------------
                                                   Name:
                                                         -----------------------
                                                   Title:
                                                         -----------------------

                                                "EMPLOYEE"


                                                --------------------------------
                                                THOMAS ZOTOS


                                      3
<PAGE>   41




                        AMENDMENT TO EMPLOYMENT CONTRACT

        This Amendment is executed this ___ day of __________, 1996 between
Zanart Entertainment Incorporated (the "Employer") and Todd B. Slayton (the
"Employee").

                                    RECITALS

        The Employer and the Employee entered into an Employment Contract (the
"Contract") dated October 31, 1994, pursuant to which the Employer agreed to
employ the Employee as its Chief Financial Officer and Treasurer for a term of
three (3) years.  The Employer has entered into an Agreement and Plan of Merger
dated as of August 9, 1996 (the "Merger Agreement") with its wholly-owned
subsidiary, Zanart Subsidiary, Inc., and Continucare Corporation pursuant to
which Zanart Subsidiary, Inc. will be merged with and into Continucare
Corporation (the "Merger").  In connection therewith, the Employer has agreed
to wind down the Employer's current business and operations.  The Employer and
the Employee therefore desire to amend the Contract as provided herein.  All
terms used without definition herein shall have the meanings attributable to
them in the Merger Agreement.

                               TERMS OF AGREEMENT

        THEREFORE, in consideration of the promises and undertakings herein,
the parties agree as follows:

        1.    Recitals.  The Recitals shall be incorporated and made a part of
this Amendment.

        2.    Earlier Termination The Employee hereby resigns as an officer of
the Employer effective as of the date of this Agreement.  The Employee agrees
to continue as an employee of the Employer, and the Employer hereby agrees to
continue to employ Employee as an employee in accordance with the terms of the
Contract (except as otherwise amended hereby) until the three (3) month
anniversary of the date of this Agreement (the "Wind-Down Period").  Article II
of the Contract is hereby amended to provide for the term of the Contract to
terminate at the end of the Wind-Down Period.

        3.    Stock Options.

              (a)   Options in the Contract.  The parties agree and acknowledge
that 16,667 of the Options granted pursuant to Paragraph IV.A.3 of the Contract
are fully vested as of the date hereof.  Paragraph IV.A.3 of the Contract shall
continue in full force and effect, except that (1) the 8,333 Options granted
therein which are not vested as of the date hereof will vest on October 31,


<PAGE>   42

1996, whether or not the Employee shall be employed by the Employer
at such time, and (2) all Options granted under such Paragraph IV.A.3 and not
exercised as of the date hereof shall be exercisable through October 31, 1998,
at a purchase price of $6.00 per share.

              (b)    Additional Options.  As further consideration for this
Amendment, the Employer shall grant to the Employee on the day immediately
following the date of this Agreement the right and option to purchase an
aggregate of 20,000 shares of the Employer's Common Stock (the "Additional
Options") at a purchase price equal to the closing price of the shares of the
Employer's Common Stock on NASDAQ (Small cap) on the date immediately preceding
the date of this Agreement.  The Additional Options shall be exercisable
through October 31, 1998, in whole or in part (but not as to fractional shares)
by written notice directed to the Employer or such other person as may be
designated by the Employer, accompanied by a check payable to the Employer in
payment of the purchase price for the Additional Options so purchased.  The
shares purchased thereunder shall be fully paid and non-assessable, and
registered in the name of the Employee.

              (c)    Paragraph IV.A.4 is hereby deleted in its entirety and the
following Paragraph shall be inserted in its place:

              The Options and Additional Options shall expire October 30,
              1998.  Upon the Employee's death or disability, his heirs,
              personal representatives, executors, or administrators may
              exercise the Options and the Additional Options through October
              30, 1998.

              (d)    Paragraphs IV.A.5 and IV.A.6 shall be applicable to the
Additional Options as well as the Options.

              (e)    Paragraph IV.B is hereby deleted in its entirety.

        4.   Severance Payment.  Article X of the Contract is hereby deleted in
its entirety.  The Employer shall, as consideration for the early termination
of the Contract and the other promises and undertakings herein, pay the
Employee a lump-sum payment equal to the Employee's salary for a period of six
(6) months, less required tax withholdings and tax deductions.  This sum shall
be paid to the Employee at the end of the Wind-Down Period.

        5.    Registration Rights.   The Employer, within ninety (90) days
following the Effective Time, and, thereafter, within ninety (90) days
following the date the Employee exercises any option to purchase shares of the
Employer,  will cause a registration statement to be filed under the Securities
Act of 1933, as amended (the "Securities Act") or an existing registration
statement to be amended for the purpose of registering all shares of the
Employer's Common Stock owned by the Employee at any time (the "Shares") for
resale by a holder thereof (the "Registration Statement").  The Employer will 
have the Registration Statement(s) become effective and cause the Shares to be 

                                      2
<PAGE>   43

registered under the Securities Act, and registered, qualified or exempted
under the state securities laws of such jurisdictions as Employee reasonably
requests.  The Employer shall pay all expenses in connection with the
registration, qualification, and/or exemption of the Shares, including any
Securities and Exchange Commission and state securities law registration and
filing fees, and shall furnish to the holders of the Shares such reasonable
number of copies of the Registration Statement(s), such prospectuses as are
contained in the Registration Statement(s), and such other documents as the
holders of the Shares may reasonably request in order to facilitate the
offering of the Shares.  The Employer shall maintain the effectiveness of the
Registration Statement(s) until such time as the Employer reasonably determines
that all of the holders will be eligible to sell all of the Shares then owned
by the holders without the need for continued registration of the shares, in
the three month period immediately following the termination of the
effectiveness of the Registration Statement(s).

        6.   Health Benefits.  The Employer agrees, at the Employer's sole cost
and expense, to continue the medical insurance benefits currently available to
the Employee and the Employee's family during the Wind-Down Period and until
the earlier of (i) six (6) months following the termination of the Wind-Down
Period or (ii) the date on which  the Employee obtains other employment
providing comparable medical insurance benefits to the Employee and the
Employee's family at no cost to the Employee.

        7.   Waiver of Restrictions.  Article XI of the Contract, governing
Non-Competition and Non-Solicitation, is hereby deleted in its entirety.  All
of the Employee's obligations and restrictions therein are hereby waived and
released by the Employer.

        8.   Releases.  The Employer and Employee, for themselves and their
respective successors and assigns, subject to the provisions of this Amendment,
hereby release, quit, satisfy, and forever discharge each other, and the
other's successors and assigns, from all manner of actions, causes of action,
suits, debts, sums of money, accounts, reckonings, bonds, bills, specialties,
covenants, contracts, controversies, agreements, promises, variances,
trespasses, damages, judgments, executions, claims, and demands whatsoever, in
law or in equity, which either Employer or Employee ever had, now has or may
have against the other or, where applicable, against any of its employees,
officers, or directors for,  upon, or by reason of any matter, cause, or thing
whatsoever, including but not limited to, all claims or matters arising out of
or relating to the Employee's employment with the Employer, other than, in the
case of the Employee's release of the Employer, breaches by the Employer of the
Contract (including this Amendment), the Indemnification Agreement dated as of
August 8, 1996 executed between the Employer and Employee (the "Indemnification
Agreement") and claims relating to past due wages and expense reimbursement. At
the end of the Wind-Down Period, the Employer and Employee shall execute mutual
releases for all claims against the other arising during the Wind-Down Period,
excluding from such further release the breach of any obligation hereunder and,
in the case of the Employee's 


                                      3
<PAGE>   44

release of the Employer, breaches by the Employer of the Contract
(including this Amendment), the Indemnification Agreement and claims relating
to past due wages and expense reimbursement.

        9.   Entire Amendment.  This document shall constitute the sole current
Amendment to the Contract.  All provisions of the Contract not specifically
modified herein shall remain intact and continue in full force and effect.

        EXECUTED this ____ day of __________, 1996.


                                                "EMPLOYER"

                                                ZANART ENTERTAINMENT 
                                                INCORPORATED


                                                By:
                                                   -----------------------------
                                                   Name:
                                                        ------------------------
                                                   Title:
                                                         -----------------------

                                                "EMPLOYEE"



                                                --------------------------------
                                                TODD B. SLAYTON



                                      4
<PAGE>   45


               AMENDMENT TO COMMON STOCK OPTION AND AGREEMENT

        This Amendment is executed this ___ day of __________, 1996, by and
between Zanart Entertainment Incorporated (the "Company") and Gary Culpepper
("Culpepper").

                                    RECITALS

        The Company granted Culpepper a Common Stock Option and Agreement (the
"Option") dated May 8, 1994, for certain shares of the Company's Common Stock
as consideration for Culpepper entering into a Consulting Agreement with the
Company of the same date.  The Company has entered into an Agreement and Plan
of Merger dated as of August 9, 1996 (the "Merger Agreement")  with its
wholly-owned subsidiary, Zanart Subsidiary, Inc. and Continucare Corporation,
pursuant to which Zanart Subsidiary, Inc. will be merged with and into
Continucare Corporation (the "Merger").  Culpepper and the Company have agreed
to modify the Option, as provided herein, and to memorialize their agreement.

                               TERMS OF AGREEMENT

        THEREFORE, in consideration of the promises and other valuable
consideration, the parties agree as follows:

        1.   Recitals.  The Recitals are incorporated and made a part of this
Amendment.

        2.   Vesting. The Company and Culpepper acknowledge that Culpepper's
option to purchase 7,500 shares of the Company's Common Stock is vested as of
this date. In addition, Paragraph 1(a) of the Option is hereby amended to
provide that Culpepper's options to purchase 2,500 shares of the Company's
Common Stock, which were to vest May 8, 1997, will now vest effective as of the
date of this Agreement.

        3.   Extended Exercise.  Paragraph 1(a) of the Option is amended to
provide that all options granted thereunder shall be exercisable through
October 31, 1998.

        4.   Entire Amendment.  This document shall constitute the sole current
Amendment to the Option.  All provisions of the Option not specifically amended
herein shall remain intact and in full force and effect.

        EXECUTED this ____ day of __________, 1996.


                                                ZANART ENTERTAINMENT 
                                                INCORPORATED


                                                By:
                                                   -----------------------------
                                                   Name:
                                                        ------------------------
                                                   Title:
                                                         -----------------------



                                                --------------------------------
                                                GARY CULPEPPER


<PAGE>   46


               AMENDMENT TO COMMON STOCK OPTION AND AGREEMENT

        This Amendment is executed this ___ day of __________, 1996, by and
between Zanart Entertainment Incorporated (the "Company") and Alfred Masini
("Masini").

                                    RECITALS

        The Company granted Masini a Common Stock Option and Agreement (the
"Option") dated August 8, 1994, for certain shares of the Company's Common
Stock as consideration for Masini entering into a Consulting Agreement with the
Company of the same date.  The Company has entered into an Agreement and Plan
of Merger dated as of August 9, 1996 (the "Merger Agreement")  with its
wholly-owned subsidiary, Zanart Subsidiary, Inc. and Continucare Corporation,
pursuant to which Zanart Subsidiary, Inc. will be merged with and into
Continucare Corporation (the "Merger").  Masini and the Company have agreed to
modify the Option, as provided herein, and to memorialize their agreement.

                               TERMS OF AGREEMENT

        THEREFORE, in consideration of the promises and other valuable
consideration, the parties agree as follows:

        1.   Recitals.  The Recitals are incorporated and made a part of this
Amendment.

        2.   Vesting. The Company and Masini acknowledge that Masini's option
to purchase 7,500 shares of the Company's Common Stock is vested as of this
date.

        3.   Extended Exercise.  Paragraph 1(a) of the Option is amended to
provide that all options granted thereunder shall be exercisable through
October 31, 1998.

        4.   Entire Amendment.  This document shall constitute the sole
Amendment to the Option.  All provisions of the Option not specifically amended
herein shall remain intact and in full force and effect.

        EXECUTED this ____ day of __________, 1996.



                                                ZANART ENTERTAINMENT 
                                                INCORPORATED


                                                By:
                                                   -----------------------------
                                                   Name:
                                                        ------------------------
                                                   Title:
                                                         -----------------------



                                                --------------------------------
                                                ALFRED MASINI

<PAGE>   47


                                  EXHIBIT C


                           [FORM OF AS&E OPINION]





                                __________, 1996

Continucare Corporation
3323 West Commercial Blvd.
Suite 110
Fort Lauderdale, Florida 33309

Gentlemen:

     We have acted as special counsel to Zanart Entertainment Incorporated, a
Florida corporation ("Zanart"), and Zanart Subsidiary, Inc., a Florida
corporation ("ZSI"), in connection with that certain Agreement and Plan of
Merger entered into August 9, 1996 ( the "Agreement"), between Zanart, ZSI and
Continucare Corporation, a Florida  corporation ("Continucare").  We have been
requested by Zanart and ZSI to give you our opinion with respect to certain
legal matters concerning the Agreement.  All other capitalized terms used and
not otherwise defined in this opinion shall have the meanings ascribed to them
in the Agreement.

     In rendering this opinion, we have examined an execution copy of the
Agreement, and originals or copies, certified or otherwise, identified to our
satisfaction, of other documents and records, and have made such examinations
of law as we have deemed necessary or appropriate to enable us to render this
opinion.  In such examinations, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to originals of all photostatic, certified or other copies submitted
to us, and the authenticity of the respective originals from which such copies
were taken.  As to matters of fact material to the opinions expressed herein,
we have relied solely upon the representations and warranties made by Zanart
and ZSI in the Agreement and upon statements and certificates furnished to us
by officers or directors of Zanart or ZSI and we have conducted no further
investigation.

     We note that we have only represented Zanart and ZSI in connection with
the negotiation of the Agreement and we are not generally familiar with their
business, business records, or financial and accounting information, and our
knowledge of their business, business records, and financial and accounting
information is limited to the matters disclosed to us by one or more
representatives of Zanart and ZSI.  We have made no examination or
investigation to verify the accuracy or completeness of any such records or
information.  Whenever our opinion with respect to the existence or absence of
facts is indicated to be based on our knowledge or awareness, we are referring
to the actual knowledge of Akerman, Senterfitt & Eidson, P.A. attorneys who
have given substantive attention to matters concerning Zanart or ZSI during the




<PAGE>   48
Continucare, Inc.
___________, 1996
Page 2
____________________

course of our limited representation of Zanart and ZSI, which knowledge has
been obtained by such attorneys solely in their capacity as such.  Except as
expressly set forth herein, we have not undertaken any independent
investigation to determine the existence or absence of such facts, and no
inference as to our knowledge concerning such facts should be drawn from the
fact that such limited representation has been undertaken by us.

     Based upon the foregoing and subject to the qualifications and conditions
contained herein, we are of the opinion that:

      (i)      each of Zanart and ZSI is a corporation duly                     
               incorporated, validly existing and in good standing under       
               the laws of the State of Florida;                                
                                                                                
      (ii)     the Zanart shares issued in connection with the                  
               transactions contemplated hereby have been duly authorized,      
               validly issued, fully paid, and nonassessable;                   
                                                                                
      (iii)    assuming that the consents of Zanart's shareholders             
               are not required to approve the execution and delivery of the    
               Agreement or the consummation of the transactions                
               contemplated therein, the Agreement is a valid and binding       
               obligation of each of Zanart and ZSI, enforceable against        
               them in accordance with its terms, except as such enforcement    
               may be limited by (a) bankruptcy, insolvency, reorganization,    
               moratorium, fraudulent conveyance, or other laws affecting       
               the enforcement of creditors' rights generally; (b) general      
               equitable principles and the availability of equitable           
               remedies and self-help remedies; (c) proper jurisdiction of      
               the court where the Agreement is sought to be enforced; (d)      
               lien and other rights of the United States of America; and       
               (e) limitations on indemnification arising under federal or      
               state securities laws.                                           

     We express no opinion as to the enforceability of the provisions of the
Agreement (a) restricting access to legal or equitable remedies, (b) purporting
to waive or affect any notice rights, (c) covenanting any action that is
discretionary, or subject to third-party approval, or not within the control of
the parties so covenanting, (d) providing for specific performance, (e)
providing that any failure to exercise any right, remedy or option under the
Agreement or otherwise shall not operate as a waiver, or (f) purporting to
establish evidentiary standards to enforce the Agreement.  We also express no
opinion as to the legality of (i) the post-closing adjustment under Article IX
of the Agreement or the distribution of any shares of Zanart 


<PAGE>   49
Continucare, Inc.
___________, 1996
Page 3
____________________


common stock issued pursuant thereto, (ii) the Private Placement or the
impact thereof on the Merger, or (iii) as to the title of any property
described in or covered by the Agreement.

     We are qualified to practice law in the State of Florida, and the opinions
herein are limited to the laws of the State of Florida, and we express no
opinions as to the effect on our opinions of the laws of any other
jurisdiction.

     This opinion is rendered as of the date hereof and we undertake no
obligation to advise of any change in any matter set forth herein.  Our opinion
is limited to the matters stated herein, and no opinion is to be implied or     
inferred beyond the matters stated herein.  This opinion is intended solely for
the use and benefit of Continucare Corporation, and shall not be relied upon by
or disclosed to any party other than Continucare Corporation, or for any
purpose other than in connection with the Agreement and the transactions
contemplated thereby.


                                        Very truly yours,

                                        AKERMAN, SENTERFITT & EIDSON, P.A.





<PAGE>   50

                               August _____, 1996



Zanart Entertainment Incorporated
7641 Burnet Avenue
Van Nuys, California 91405

Gentlemen:

         We have acted as special legal counsel to Continucare Corporation, a
Florida corporation ("Continucare"), in connection with the transactions
described in that certain Agreement and Plan of Merger, dated the date hereof
(the "Agreement"), by and among Continucare, Zanart Entertainment Incorporated
("Zanart") and Zanart Subsidiary, Inc.  ("ZSI").  Unless otherwise provided
herein, capitalized terms used herein that are defined in the Agreement and not
defined herein shall have the meanings attributed thereto in the Agreement.
This letter is delivered to you in compliance with the requirement set forth in
Section 8.1(d) of the Agreement.

         A.      Basis of Opinion

                 As the basis for the conclusions expressed in this opinion
letter, we have examined, considered and relied upon the following:

                 1.       Copies of the Agreement and all other agreements
executed by Continucare in connection therewith.

                 2.       A certificate or other evidence of good standing of
Continucare issued as of a recent date by the Florida Department of State.

                 3.       The Articles of Incorporation and By-laws of
Continucare.





<PAGE>   51

Zanart Entertainment Incorporated
August _____, 1996
Page 2




                 4.       Certain authorizing resolutions of the Board of
Directors and shareholders of Continucare.

                 5.       An Officer's Certificate of Continucare dated the
date hereof.

                 6.       Such matters of law as we have considered necessary
or appropriate for the expression of the opinions contained herein.

         For the purposes of this opinion letter, the documents and information
referred to in this Section A are herein collectively referred to as the
"Documents" and the information set forth in such Documents is referred to as
the "Information."

         B.      Assumptions.

                 In rendering the opinions set forth in Section C below, we
have assumed without investigation the genuineness of all signatures (other
than signatures of Continucare) and the authenticity of all Documents submitted
to us as originals, the conformity to authentic original Documents of all
Documents submitted to us as copies and the veracity of all Information.

                 As to questions of fact material to the opinions hereinafter
expressed, we have relied without independent investigation upon matters of
fact contained in the representations and warranties of Continucare made in the
Agreement.  We have made no examination or investigation to verify the accuracy
or completeness of any financial, accounting, statistical or other factual
information set forth in the Documents or otherwise furnished to you or with
respect to any other accounting, financial or factual matters and, accordingly,
express no opinion with respect thereto.

                 We have also assumed for the purposes of the opinions
expressed herein that the Documents as to which Zanart or ZSI is a party have
been duly executed and are the valid and binding obligations of Zanart or ZSI,
as the case may be.

         C.      Opinions.

                 Based solely upon our examination and consideration of the
foregoing Documents and Information, and in reliance thereon, and subject to
the comments, assumptions, exceptions, qualifications and limitations set forth
in Sections B and D hereof, we are of the opinion that:

                 1.       Continucare is a corporation duly organized, validly
existing and in good standing under the laws of the State of Florida and has
the requisite corporate power to carry on its respective business as it is now
being conducted.

                 2.       Continucare has the requisite corporate power and
authority to enter into the Agreement, to perform its obligations thereunder
and to consummate the transactions contemplated thereby. The execution and
delivery of the Agreement by Continucare and the consummation by





<PAGE>   52

Zanart Entertainment Incorporated
August _____, 1996
Page 3



Continucare of the transactions contemplated thereby have been duly authorized
by all necessary corporate action on the part of Continucare.  The Agreement
has been duly executed and delivered by Continucare and constitutes a valid and
binding obligation of Continucare enforceable against Continucare in accordance
with its terms.

                 3.       The execution and delivery of the Agreement does not,
and the consummation of the transactions contemplated thereby will not (i)
conflict with, or result in a violation of, any provision of the Articles of
Incorporation or Bylaws of Continucare, (ii) constitute or result in a breach
of or default (or an event which with notice or lapse of time, or both, would
constitute a default) under, or result in the termination or suspension of, or
accelerate the performance required by, or result in a right of termination,
cancellation or acceleration of any obligation or a loss of a material benefit
under, any note, bond, mortgage, indenture, deed of trust, lease, permit,
concession, franchise, license, agreement or other instrument or obligation to
which Continucare is a party or to which any of its properties or assets is
subject, (iii) create any lien, security interest, charge or encumbrance upon
any of the properties or assets of Continucare or (iv) to our knowledge,
constitute, or result in, a violation of any judgment, ruling, order, writ,
injunction, decree, statute, law, rule or regulation applicable to Continucare
or any of its properties or assets, except (A) in the case of each of clauses
(ii), (iii) and (iv) above, for such violations, conflicts, breaches, defaults,
terminations, accelerations or creations of liens, security interests, charges
or encumbrances, which would not, individually or in the aggregate, have an
adverse effect on Continucare's ability to consummate the transactions
contemplated by the Agreement and (B) we express no opinion as to whether any
claim will be asserted by, or ultimately decided in favor of Beechwood
Partners, Ltd., a Florida limited partnership ("Beechwood"), pursuant to
Section 1.3 of that certain Stock Purchase and Redemption Agreement dated July
15, 1996, by and among Continucare and Beechwood.

                 4.       No consent, approval, order or authorization of,
notice to, or registration, declaration of filing with, any governmental entity
is necessary in connection with the execution and delivery of the Agreement by
Continucare or the consummation by Continucare of the transactions contemplated
by the Agreement, except for the SEC Order and the consents of governmental and
regulatory entities contemplated by the Agreement.

                 5.       (a) There are no Actions pending or, to our
knowledge, threatened against or affecting Continucare or the transactions
contemplated by the Agreement, and (b) Continucare is not subject to any order,
judgment, writ, injunction or decree of any court or governmental entity or
agency which could prevent consummation of the transactions contemplated by the
Agreement.

   D.      Comments, Assumptions, Limitations, Qualifications and Exceptions

                 The opinions expressed in Section C above are based upon and
subject to, the further comments, assumptions, limitations, qualifications and
exceptions set forth below:

                 1.       As used in the opinions expressed herein, the phrase
"to our knowledge" refers only to the actual current knowledge of those
attorneys who have given substantive attention to





<PAGE>   53

Zanart Entertainment Incorporated
August _____, 1996
Page 4



Continucare in connection with the transactions contemplated by the Agreement
and does not (a) include constructive notice of matters or information or (b)
except for our conversations with certain officers of Continucare and our
review of the Documents, imply that we have undertaken any independent
investigation (i) with any persons outside of our firm or (ii) as to the
accuracy or completeness of any factual representation, information or other
matter made or furnished in connection with the transactions contemplated by
the Agreement.  Furthermore, such reference means only that we do not know of
any fact or circumstance contradicting the statement that follows and does not
imply that we know the statement to be correct or have any basis (other than
the Documents, the Information therein and such conversations) for that
statement.

                 2.       We are licensed to practice law only in the State of
Florida and do not hold ourselves out to be experts on the laws of any
jurisdiction other than the State of Florida and the United States of America.
Accordingly, the opinions expressed herein are specifically limited to the laws
of the State of Florida and the Federal law of the United States of America.

                 3.       No opinion is expressed as to the enforceability of
the obligations of Continucare under the Agreement to the extent that
enforceability of the rights, obligations and agreements is subject to,
affected or limited by:  (i) rights of the United States of America under the
Federal Tax Lien Act of 1966; (ii) applicable liquidation, conservatorship,
bankruptcy, insolvency, moratorium, reorganization or similar debtor relief
laws from time to time in effect under state and/or Federal law; (iii) general
principles of equity (whether considered in a proceeding in equity or at law);
(iv) the exercise of the discretionary powers of any court or other authority
before which may be brought any proceeding seeking equitable remedies,
including, without limitation, specific performance and injunctive relief; (v)
applicable fraudulent conveyance laws from time to time in effect; or (vi) the
limitations on indemnification arising under federal or state securities laws.

                          Without limiting the generality of the foregoing, we
express no opinion as to the enforceability of the provisions of the Agreement
(a) restricting access to legal or equitable remedies, (b) purporting to waive
or affect any rights to notices, (c) covenanting to take action the taking of
which is discretionary with or subject to the approval of a third party or
which is otherwise subject to contingencies the fulfillment of which are not
within the control of the parties so covenanting, (d) providing for specific
performance, (e) providing that Zanart's or ZSI's failure to exercise any
right, remedy or option under the Documents shall not operate as a waiver or
(f) purporting to establish evidentiary standards for suit or proceedings to
enforce said Documents.

                 4.       We have made no examinations of, and we express no
opinion as to, the description of or title to any of the properties described
in and covered by the Agreement.

                 5.       This opinion letter is limited to the matters stated
herein and no opinions may be implied or inferred beyond the matters expressly
stated herein.





<PAGE>   54

Zanart Entertainment Incorporated
August _____, 1996
Page 5



                 6.       The opinions expressed herein are as of the date
hereof, and we assume no obligation to update or supplement such opinions to
reflect any facts or circumstances that may hereafter come to our attention or
any changes in law that may hereafter occur.

                 7.       This opinion letter has been issued solely for the
benefit of Zanart and ZSI and no other party or entity shall be entitled to
rely hereon without the express written consent of this firm.  Without our
prior written consent, this opinion letter may not be quoted in whole or in
part or otherwise referred to in any document or report and may not be
furnished to any person or entity.

                                        Respectfully submitted,



                                        GREENBERG, TRAURIG, HOFFMAN LIPOFF,
                                        ROSEN & QUENTEL, P.A.






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