<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                 CyberCare, Inc.
             (Exact name of registrant as specified in its charter)


          Florida                                  65-0158479
 (State or other jurisdiction of                 (I.R.S. employer
  incorporation or organization)                identification no.)


 2500 Quantum Lakes Dr., Suite 1000,                       33426
           Boynton Beach, Florida                        (Zip code)
(Address of principal executive offices)


                              Consulting Agreement
                            (Full title of the plan)


                              Alan P. Fraade, Esq.
       Mintz & Fraade, P.C., 488 Madison Avenue, Suite 1100, NY, NY 10022
                     (Name and address of agent for service)


                                 (212) 486-2500
                     (Telephone number, including area code,
                              of agent for service)


                         CALCULATION OF REGISTRATION FEE

------------------------------------------------------------
                             Proposed       Proposed
Title of                     maximum        maximum
securities      Amount      offering       aggregate     Amount of
  to be         to be        price         offering     registration
registered    registered   per share (1)     price         fee
----------    -----------  ------------      ------       ----

Common Stock,  3,500,000      $.025         $87,500      $7.08
par value
$.001
------------------------------------------------------------


(1)  Estimated  solely for the  purpose of  calculating  the  registration  fee.
Pursuant to Rule 457(c) of the  Securities  Act, the  registration  fee has been
calculated based upon the last bid price for our common stock as reported by the
Over the Counter Bulletin Board.

                                                                             -1-
<PAGE>


PART I

INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS

Item 1.  PLAN INFORMATION
         -----------------
(a)      General Plan Information

         (1)      The name of the plan is the Consulting  Agreement (the "Plan")
                  made as of the 28th day of  January,  2003 by Mark Step,  also
                  known as Mark  Stepniewsky (the  "Consultant"),  an individual
                  with an address of 156-12 97th Street,  Howard Beach, New York
                  11414 and CyberCare,  Inc. (the "Company" or  "Registrant")  a
                  Florida  corporation with offices at 2500 Quantum Lakes Drive,
                  Suite 1000, Boynton Beach, Florida 33426.

                  The aggregate  number of shares of Common Stock of the Company
                  that is being issued to the Consultant is 2,500,000  initially
                  pursuant  to the  Plan,  with an  additional  1,000,000  to be
                  utilized for fees for future services to be rendered.

         (2)      The general nature and purpose of this Plan is to issue
                  stock in lieu of payment for consulting services.

         (3)      The plan is not subject to any provisions of the Employee
                  Retirement Income Security Act of 1974.

         (4)      Additional information about the Plan may be obtained from:

                  Mintz & Fraade, P.C.
                  488 Madison Avenue
                  New York, New York 10022
                  Attn: Frederick M. Mintz
                  Telephone No.: (212) 486-2500

(b)      Securities to be Offered

         (1) 2,500,000 shares of the Company's  Common Stock offered  initially,
         with another  1,000,000 to be utilized for fees for future  services to
         be rendered.

         (2) The Company's securities are registered under Section 12(g)
         of the Securities Exchange Act of 1934.

(c)      Employees Who May Participate in the Plan

         The  Consultant is the sole  individual  eligible to participate in the
         Plan.

                                                                             -2-
<PAGE>

(d)  Purchase of  Securities  Pursuant  to the Plan and  Payment for  Securities
     Offered

     The  securities  are being offered as  compensation  in lieu of payment for
     general financial consulting services rendered and to be rendered.

(e)  Resale Restrictions

     There are no restrictions on the resale of the Securities  being registered
     pursuant to the Plan.

(f)  Tax Effects of Participation

     The  value of the  shares  shall be  deemed  to be  ordinary  income to the
     Consultant and a business expense for the Registrant.

(g)  Investment of Funds

     N/A

(h)  Withdrawal from the Plan; Assignment of Interest

     N/A

(i)  Forfeitures and Penalties

     N/A

(j)  Charges and Deductions and Liens Therefore

     N/A

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The Registrant shall provide to the Consultant without charge, upon his
         written  or oral  request,  the  documents  which are  incorporated  by
         reference  in Item 3 of Part II of this  Registration  Statement.  Such
         documents   are   incorporated   by  reference  in  the  Section  10(a)
         prospectus.  The  Registrant  shall  also  provide  to the  Consultant,
         without  charge,  upon their  written or oral  request,  with all other
         documents  required  to be  delivered  to  employees  pursuant  to Rule
         428(b).  Any and all such requests  shall be directed to the Registrant
         at its office at 2500 Quantum Lakes Drive,  Suite 1000,  Boynton Beach,
         Florida 33426.


                                                                             -3-
<PAGE>




PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following   documents  are   incorporated   by  reference   into  this
     Registration Statement and made a part hereof:

(a)  The  Registrant's  Form 10-K for the year ended  December 31, 2001 filed on
     April 15, 2002 pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934, as amended (the "Exchange Act").

(b)  The Registrant's Form 10-QSB for the quarter ended September 30, 2002 filed
     on November 19, 2002 pursuant to Section  13(a) or 15(d) of the  Securities
     Exchange Act of 1934, as amended (the "Exchange Act").

(c)  All other reports which may be filed by the Registrant  pursuant to Section
     13 (a) or 15 (d) of the  Exchange  Act  since  the end of the  fiscal  year
     covered by the registrant document referred to in (a) immediately above.

(d)  Any  statement  contained  in a  document  incorporated  or  deemed  to  be
     incorporated  by  reference  herein  shall  be  deemed  to be  modified  or
     superseded for purpose of this Registration  Statement to the extent that a
     statement  contained  herein or in any other  subsequently  filed  document
     which also is or is deemed to be incorporated by reference  herein modifies
     or supersedes such statement. Any statement so modified or superseded shall
     not be deemed, except as so modified or superseded, to constitute a part of
     this Registration Statement.

Item 4.  DESCRIPTION OF SECURITIES

     The class of  securities  to be offered  hereby has been  registered  under
     Section 12 of the  Exchange  Act by the  registrant,  and  incorporated  by
     reference.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     The validity of the securities  offered will be passed upon for the Company
     by the law firm of Mintz & Fraade, P.C., of New York, New York.

     The law firm of Mintz & Fraade, P.C. has rendered legal services for and on
     behalf of the  Registrant,  and  currently  holds  approximately  2,000,000
     shares of the  Company.  The Firm is located at 488 Madison  Avenue,  Suite
     1100, New York, New York, 10022.

                                                                             -4-
<PAGE>

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     As permitted by the Florida  General  Corporation  Law (the "Florida Law"),
     the  Company's  Certificate  of  Incorporation  includes a  provision  that
     eliminates  the personal  liability of its  directors to the Company or its
     stockholders


Item 8.   EXHIBITS

     The  exhibits  to the  Registration  Statement  are  listed in the Index to
     Exhibits included on Page 8 herein.


Item 9.   UNDERTAKINGS

(a)  The undersigned  Registrant hereby undertakes to file, during any period in
     which  offers or sales are being made,  a  post-effective  amendment to the
     Registration  Statement to include any material  information about the plan
     not  previously  disclosed  in the  Registration  Statement or any material
     change to any such information in the Registration Statement.

(b)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  Registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed  in the Act  and is,  therefore,  unenforceable.  If a claim  for
     indemnification  against  such  liabilities  (other than the payment by the
     Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling   precedent  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.


                                                                             -5-
<PAGE>



SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the Town of Boynton Beach,  State of Florida,  on this 17th day of
March, 2003.



         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

NAME                                TITLE                            DATE
----------------------------  ----------------------------    -----------------
CyberCare, Inc.


By: /S/ JOSEPH ROBERT FORTE   President, CEO and Director       March 17, 2003
   ------------------------
Joseph Robert Forte


/S/ ALAN ADELSON              Executive Vice President and      March 17, 2003
--------------------          Director
Alan Adelson




                                                                             -6-
<PAGE>


                                 CYBERCARE, INC.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933



                                                                             -7-
<PAGE>


                                INDEX TO EXHIBITS


EXHIBIT NO.                DESCRIPTION

4                          Consulting Agreement By and Between
                           Mark  Step,  also  known  as  Mark  Stepniewsky,  and
                           CyberCare, Inc.

4.1                        Secretary's Certification of CyberCare, Inc.

5                          Opinion of Mintz & Fraade, P.C.

23                         Consent of Mintz & Fraade, P.C.
                           (contained in its opinion filed as Exhibit 5)










                                                                             -8-
<PAGE>


Exhibit 4:

                       CONSULTING AGREEMENT BY AND BETWEEN
                          MARK STEP, ALSO KNOWN AS MARK
                        STEPNIEWSKI, AND CYBERCARE, INC.


         AGREEMENT dated as of January 28, 2003 by and between  CyberCare,  Inc.
(the  "Company"  or  "Registrant")  a Florida  corporation  with offices at 2500
Quantum Lakes Drive,  Suite 1000,  Boynton Beach,  Florida 33426 (the "Company")
and Mark Step, also known as Mark Stepniewsky,  an individual with an address of
156-12 97th Street, Howard Beach, New York 11414 (the "Consultant").

         WITNESSETH:

         WHEREAS,  the  Consultant  is  experienced  in  providing  business and
financial consulting services,  with particular expertise in advising businesses
in areas of business  development,  strategic  alliances  and  general  business
matters; and

         WHEREAS,  the Company has already engaged  Consultant to render general
financial consulting services to the Company; and

         WHEREAS,  the Consultant began rendering general  financial  consulting
services to the Company on November 1, 2002; and

         WHEREAS, the Consultant has and will continue to render consulting
services to the Company; and

         WHEREAS, the Consultant has not and will not perform any capital
raising activity pursuant to this Agreement; and

         WHEREAS,  the Company and the Consultant  desire to set forth the terms
and  conditions of this  Agreement  with respect to the Company's  engagement of
Consultant.

         NOW, THEREFORE, in consideration of the mutual covenants of the parties
which are hereinafter  set forth and for other good and valuable  consideration,
the receipt and sufficiency of which is hereby acknowledged,

         IT IS AGREED:

1. RECITALS ADOPTED.  The parties hereto adopt as part of this Agreement each of
the  recitals  contained  above in the  WHEREAS  clauses,  and  agree  that such
recitals  shall be binding  upon the parties  hereto by way of contract  and not
merely by way of recital or  inducement;  and such clauses are hereby  confirmed
and ratified as being true and accurate by each party as to itself.

                                                                             -9-
<PAGE>

         2. ENGAGEMENT.

                  A. Upon the terms and  conditions  which are  hereinafter  set
forth,  the Company  hereby  retains the  Consultant as a business and financial
consultant  to render  advice,  consultation,  information  and  services to the
Company and its officers and directors  regarding general financial and business
matters  (the  "Consulting  Services")  including,   but  not  limited  to,  the
following:

     (i) Business development and business advertising;
     (ii) Strategic alliances;
     (iii) Advise the Company with respect to investor relations; and
     (iii) Such other matters as the Company shall from time to time request.

                  B. The Consultant  shall not be required to devote any minimum
number of weeks, days, or hours to the affairs of the Company during the term of
this  Agreement;  provided,  however  that the  Consultant  devotes  such  time,
attention and energies to the business of the Company, as the Company reasonably
determines.

         3.       TERM.

                  A. The term of this Agreement shall commence as of November 1,
2002 and shall  continue  for a period of two (2) years  until  October 31, 2004
(the "Term").  The Company  shall have the right to terminate the  Consultant at
any time for Cause as defined in Article "10" of this Agreement.

                  B. This Agreement may be extended upon the mutual agreement of
the parties,  unless or until the  Agreement is  previously  terminated.  If the
parties  agree to  extend  the  Term,  the  Consultant  may  receive  additional
compensation upon the mutual agreement of the parties.

         4.       COMPENSATION.

                  A.  As  compensation   for  his  services   pursuant  to  this
Agreement,  the  Consultant  shall  receive Five Thousand  ($5,000)  dollars per
month.  The  Consultant  agrees to accept  Two  Million  Five  Hundred  Thousand
(2,500,000)  shares of Common Stock in the Company ("the Initial Common Shares")
as  compensation  for the first six months under this  Agreement.  In each month
pursuant to this  Agreement,  commencing  May,  2003, the Company shall have the
option of either (i) paying the Consultant Five Thousand  ($5,000)  dollars,  or
(ii) issuing to the  Consultant  such number of shares of the  Company's  Common
Stock which shall have a value of Five Thousand  ($5,000) dollars based upon the
average  closing price of the  Company's  Common Stock for the last five trading
days of the prior month.

                                                                            -10-
<PAGE>

         Notwithstanding  the  foregoing,  the number of Initial  Common  Shares
shall be prior to a  contemplated  reverse  stock  split of the Shares of Common
Stock of the Corporation.

                  B. The  Company  covenants  and agrees to file a  Registration
Statement on Form S-8 covering the Initial  Common Shares to be issued  pursuant
to this Agreement. The Company shall use its best reasonable efforts to register
such shares  within  thirty  (30) days after the date  hereof.  All  expenses in
connection  with  preparing  and filing any  registration  statement  under this
Article "4" (and any registration or qualification under the securities or "Blue
Sky" laws of states in which the offering  will be made under such  registration
statement) shall be borne in full by the Company.

         5. COSTS AND EXPENSES.  The Company shall,  upon presentation of proper
receipts or payment  vouchers,  pay for, or  reimburse  the  Consultant  for all
expenses that the Consultant  may incur in performing  the  Consulting  Services
pursuant to this Agreement including, but not limited to, travel expenses, third
party expenses,  copy and mailing expenses.  Notwithstanding the foregoing,  the
Company will reimburse only those expenses that have been approved in advance in
writing by the Company.

         6.  DUE  DILIGENCE.  The  Company  shall  supply  and  deliver  to  the
Consultant  all  information  relating  to  the  Company's  business  as  may be
reasonably  requested  by the  Consultant  to enable the  Consultant  to make an
assessment of the Company and its business  prospects and provide the Consulting
Services.

         7. BEST  EFFORTS  BASIS.  The  Consultant  agrees that he will,  at all
times,  faithfully and in a  professional  manner perform all of the duties that
may be reasonably required of, and from, the Consultant pursuant to the terms of
this Agreement. The Consultant does not guarantee that his efforts will have any
impact upon the Company's  business or that there will be any specific result or
improvement from the Consultant's efforts.

         8. COMPANY'S RIGHT TO APPROVE TRANSACTIONS.

                  A. The Company expressly retains the right to approve,  in its
sole and  absolute  discretion,  each and every  transaction  introduced  by the
Consultant that involves the Company as a party to any agreement. The Consultant
and the Company  mutually  agree that the  Consultant is not authorized to enter
into agreements on behalf of the Company.  It is mutually  understood and agreed
that the Company is not  obligated  to accept any  recommendations  or close any
transactions submitted by the Consultant.

                  B. The Consultant  agrees to provide the Company for approval,
in its sole and absolute discretion, a reasonable time in advance, any documents
which are intended to be utilized by the Consultant with respect to his services
pursuant to this  Agreement,  or  otherwise.  The  Company  will  carefully  and
thoroughly  review all such  material  including  but not  limited  to  material
provided by Company to Consultant and intended to be used by  Consultant,  as to
the accuracy of the contents  thereof and will  promptly  notify  Consultant  in
writing of any inaccuracies or changes to be made with respect thereto.


                                                                            -11-
<PAGE>

         9. NON-EXCLUSIVE SERVICES. The Company acknowledges that the Consultant
provided,  and it is contemplated  will in the future  provide,  services of the
same or  similar  nature  to  other  parties  and the  Company  agrees  that the
Consultant is not prevented or barred from rendering services of the same nature
or  a  similar  nature  to  any  other  individual  or  entity.  The  Consultant
understands  and agrees that the Company  shall not be  prevented or barred from
retaining  other persons or entities to provide  services of the same or similar
nature as those provided by the Consultant.  The Consultant will take reasonable
steps to determine and to advise the Company of his position with respect to any
activity,  employment,  business  arrangement or potential  conflict of interest
which may be relevant to this Agreement,  but Consultant  shall not be obligated
to conduct an  exhaustive  review of his  activities  or those of his clients to
determine whether or not such a conflict exists.

         10. CAUSE.  For purposes of this  Agreement,  the term "Cause" shall be
limited to: (i) willful  malfeasance or gross negligence;  (ii) the Consultant's
fraud,  misappropriation  or  embezzlement;  (iii) the  Consultant's  failure to
perform such duties which are  reasonably  assigned by the Board of Directors of
the  Company,  provided  such  duties  are  customary  and  appropriate  for his
consulting  obligations  to the  Company;  or  (iv)  the  Consultant's  default,
violation  of, or failure to perform any provision of this  Agreement;  provided
however that any  termination  shall be subject to receipt of written  notice to
the  Consultant  from the  Company  specifying  the  failure or default  and the
Consultant  failing to cure such default  within ten (10) days after  receipt of
such notice. Such termination of the Consultant shall not constitute a breach of
this  Agreement  by  the  Company  and  the  Company's  sole  obligation  to the
Consultant  shall be to pay the Consultant the amount of any  compensation  then
due to the Consultant through the date of termination including, but not limited
to, any Common Stock due pursuant to Article "4" of this Agreement.

         11.  REPRESENTATIONS,  WARRANTS AND  COVENANTS OF THE  CONSULTANT.  The
Consultant represents, warrants and covenants to the Company as follows:

                  A. The Consultant  has the full  authority,  right,  power and
legal capacity to enter into this  Agreement and to consummate the  transactions
which are provided for herein.

                  B. The business and operations of the Consultant have been and
are being  conducted in all material  respects in accordance with all applicable
laws,  rules and regulations of all  authorities  which affect the Consultant or
its  properties,  assets,  businesses  or  prospects.  The  performance  of this
Agreement  shall not result in any breach of, or constitute a default under,  or
result in the  imposition  of any lien or  encumbrance  upon any property of the
Consultant or cause an acceleration  under any  arrangement,  agreement or other
instrument to which the  Consultant is a party or by which any of its assets are
bound. The Consultant has performed in all respects all of his obligations which
are, as of the date of this Agreement,  required to be performed by him pursuant
to the terms of any such agreement, contract or commitment.

                                                                            -12-
<PAGE>

                  C. The execution,  delivery and performance of this Agreement:
(i) does not violate any agreement or  undertaking  to which the Consultant is a
party or by which the  Consultant  may be bound and (ii) shall not result in the
imposition of any restrictions or obligations upon the Consultant other than the
restrictions and obligations imposed by this Agreement.

                  D.  The  execution  and  delivery  by the  Consultant  of this
Agreement and the performance by the Consultant of his obligations hereunder and
thereunder  will not violate  any  provision  of law,  any order of any court or
other  agency of  government,  and will not  result in a  material  breach of or
constitute  (with due notice or lapse of time or both) a material  default under
any provision of any agreement or other  instrument to which the Consultant,  or
any of its properties or assets, is bound.

                  E. The  Consultant  has not entered into and is not subject to
any  agreement,  including,  but not  limited,  to any  employment,  noncompete,
confidentiality or work product agreement which would (i) prohibit the execution
of this Agreement,  (ii) prohibit its engagement as a Consultant by the Company,
or (iii) affect any of the  provisions of, or his  obligations  pursuant to this
Agreement.

                  F. If, during the Term, any event occurs or any event known to
the Consultant  relating to or affecting the Consultant  shall occur as a result
of which (i) any  provision of this Article "11" of this  Agreement at that time
shall  include an untrue  statement of a fact, or (ii) this Article "11" of this
Agreement shall omit to state any fact necessary to make the statements  herein,
in light of the  circumstances  under which they were made, not misleading,  the
Consultant  will  immediately  notify the Company  pursuant to Paragraph  "C" of
Article "20" of this Agreement.

                  G. The receipt of the Common  Stock by the  Consultant  is for
the Consultant's own account,  is for investment  purposes only, and is not view
to, nor for offer or sale in connection with, the distribution the Common Stock,
until the Common Stock is registered pursuant to Paragraph "B" of Article "4" of
this  Agreement.  The  Consultant  is not  participating  and  does  not  have a
participation  in  any  such  distribution  or  the  underwriting  of  any  such
distribution.

                  H. The  Consultant  has no  present  intention  of  creating a
market or  participating  or  assisting  in the  creation  of a market or in the
promotion of a market for any securities of the Company.

                  I. The  Consultant  has no  present  intention  of  selling or
otherwise  disposing of the Common Stock in violation of  applicable  securities
laws.

                                                                            -13-
<PAGE>

                  J.  The   Consultant   is  aware  that  no  federal  or  state
governmental  authority has made any finding or determination as to the fairness
of an investment in the Common Stock, or any  recommendation or endorsement with
respect thereto.

                  K. The  Consultant  is able to bear the  economic  risk of the
investment in the Common Stock for an indefinite  period of time,  including the
risk  of  total  loss of  such  investment  and  Consultant  recognizes  that an
investment  in the Common  Stock  involves a high degree of risk subject to, and
until the Initial  Common  Shares are  registered  pursuant to Paragraph  "B" of
Article "4" of this Agreement.  Consultant understands that the Common Stock has
not been registered under the Securities Act or the securities laws of any state
and, therefore, cannot be sold unless they subsequently are registered under the
Securities  Act and any  applicable  state  securities  laws or exemptions  from
registration  thereunder are available.  The Consultant further understands that
only the Company can take action to register the Common Stock.

                  L. The Consultant is an "accredited  investor" as that term is
defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

                  M.  The  Consultant  has  such  knowledge  and  experience  in
financial,  investing and business  matters as to be capable of  evaluating  the
risks and  merits of an  investment  in the  Common  Stock  and  protecting  the
Consultant's interests in connection with an investment in the Common Stock.

                  N. The  Consultant  was not  contacted  by the  Company or its
representatives  for the purpose of investing in any  securities  of the Company
issued hereby  through any  advertisement,  article,  mass  mailing,  cold call,
notice or any other  communication  published  in any  newspaper,  magazine,  or
similar media or broadcast over  television or radio,  or any seminar or meeting
whose attendees were invited by any general advertising.

                  O. The  Consultant  has had  access to and an  opportunity  to
inspect all relevant  information  relating to the Company  sufficient to enable
the  Consultant  to  evaluate  the merits and risks of its receipt of the Common
Stock hereunder. The Consultant also has had the opportunity to ask questions of
officers of the Company and has received  satisfactory  answers respecting,  and
has  obtained  such  additional   information  as  the  Consultant  has  desired
regarding, the business, financial condition and affairs of the Company.

                  P. It shall not be a  defense  to a suit for  damages  for any
misrepresentation or breach of covenant or warranty that the Company knew or had
reason to know that any  representation,  warranty or covenant in this Agreement
or furnished or to be furnished to the Company contained untrue statements.

                  Q. No  representation  or warranty of the Consultant  which is
contained  in this  Agreement,  or in a  writing  furnished  or to be  furnished
pursuant to this Agreement,  contains or shall contain any untrue statement of a
material fact,  omits or shall omit to state any material fact which is required


                                                                            -14-
<PAGE>

to make the statements  which are contained  herein or therein,  in light of the
circumstances pursuant to which they were made, not misleading.

                  R. All representations, warranties and covenants made in or in
connection  with this  Agreement  shall continue in full force and effect during
and after the Term of this  Agreement,  it being agreed and understood that each
of such  representations,  warranties  and  covenants  is of the essence of this
Agreement  and the same shall be binding  upon the  Consultant  and inure to the
Consultant,  his heirs,  executors,  administrators,  personal  representatives,
successors and assigns.

         12. REPRESENTATIONS, WARRANTS AND COVENANTS OF THE COMPANY. The Company
represents, warrants and covenants to the Consultant as follows:

                  A.  The  Company  is a  corporation  duly  organized,  validly
existing  and in good  standing  under the laws of the State of Florida with all
requisite power and authority to carry on its business as presently conducted in
all jurisdictions where presently conducted, to enter into this Agreement and to
the transactions which are contemplated herein.

                   B. The Company has the full authority, right, power and legal
capacity to enter into this Agreement and to consummate the  transactions  which
are provided for herein.  The execution of this Agreement by the Company and its
delivery to the Consultant, and the consummation by it of the transactions which
are contemplated  herein have been duly approved and authorized by all necessary
action by the Company's Board of Directors and no further authorization shall be
necessary on the part of the Company for the performance and consummation by the
Company of the transactions which are contemplated by this Agreement.

                  C. The  business and  operations  of the Company have been and
are being  conducted in all material  respects in accordance with all applicable
laws,  rules and regulations of all authorities  which affect the Company or its
properties,  assets,  businesses or prospects. The performance of this Agreement
shall not result in any breach of, or constitute a default  under,  or result in
the  imposition of any lien or  encumbrance  upon any property of the Company or
cause an acceleration  under any  arrangement,  agreement or other instrument to
which  the  Company  is a party or by which any of its  assets  are  bound.  The
Company has  performed in all respects all of its  obligations  which are, as of
the date of this Agreement, required to be performed by it pursuant to the terms
of any such agreement, contract or commitment.

                  D. The execution,  delivery and performance of this Agreement:
(i) does not  violate any  agreement  or  undertaking  to which the Company is a
party or by which  the  Company  may be bound and (ii)  shall not  result in the
imposition of any  restrictions  or obligations  upon the Company other than the
restrictions and obligations imposed by this Agreement.

                                                                            -15-
<PAGE>

                  E. It shall not be a  defense  to a suit for  damages  for any
misrepresentation  or breach of covenant or warranty that the Consultant knew or
had  reason  to know  that any  representation,  warranty  or  covenant  in this
Agreement or furnished or to be  furnished to the  Consultant  contained  untrue
statements.

                  F. No  representation  or  warranty  of the  Company  which is
contained  in this  Agreement,  or in a  writing  furnished  or to be  furnished
pursuant to this Agreement,  contains or shall contain any untrue statement of a
material fact,  omits or shall omit to state any material fact which is required
to make the statements  which are contained  herein or therein,  in light of the
circumstances pursuant to which they were made, not misleading.

                  G. All representations, warranties and covenants made in or in
connection  with this  Agreement  shall continue in full force and effect during
and after the Term of this  Agreement,  it being agreed and understood that each
of such  representations,  warranties  and  covenants  is of the essence of this
Agreement  and the same  shall be  binding  upon the  Company  and  inure to the
Consultant,  his heirs,  executors,  administrators,  personal  representatives,
successors and assigns.


13. NONDISCLOSURE OF CONFIDENTIAL INFORMATION.

                  A. As used in this Agreement, "Confidential Information" means
information  which is presented to the  Consultant  by the Company or developed,
conceived or created by the Company,  or disclosed to the Consultant or known by
or conceived or created by the Consultant  during the Term,  with respect to the
Company,  its business or any of its  products,  processes,  and other  services
relating thereto relating to the past, present or future business of the Company
or any plans therefore, or relating to the past, present or future business of a
third  party  or  plans   therefore  which  are  disclosed  to  the  Consultant.
Confidential  Information  includes,  but is not limited to, all  documentation,
hardware and software  relating  thereto,  and  information and data in written,
graphic and/or machine readable form, products,  processes and services, whether
or not patentable,  trademarkable  or  copyrightable  or otherwise  protectable,
including,  but  not  limited  to,  information  with  respect  to  discoveries;
know-how;  ideas;  computer  programs,  source codes and object codes;  designs;
algorithms;   processes   and   structures;   product   information;   marketing
information;  price lists;  cost  information;  product  contents and  formulae;
manufacturing  and production  techniques and methods;  research and development
information;  lists of  clients  and  vendors  and  other  information  relating
thereto;   financial  data  and  information;   business  plans  and  processes;
documentation with respect to any of the foregoing; and any other information of
the Company that the Company  informs the  Consultant or the  Consultant  should
know,  by virtue of its position or the  circumstances  in which the  Consultant
learned such other information,  is to be kept confidential  including,  but not
limited to, any information acquired by the Consultant from any sources prior to
the  commencement  of the  Consultant  becoming  a  consultant  to the  Company.

                                                                            -16-
<PAGE>

Confidential  Information  also  includes  similar  information  obtained by the
Company in confidence from its vendors, licensors,  licensees,  customers and/or
clients. Confidential Information may or may not be labeled as confidential.

                  B. Except as required in the  performance of the  Consultant's
duties as a  consultant,  the  Consultant  will  not,  during or after the Term,
directly or  indirectly,  use any  Confidential  Information  or  disseminate or
disclose  any  Confidential   Information  to  any  person,  firm,  corporation,
association or other entity.  The Consultant shall take all reasonable  measures
and  efforts  to  protect   Confidential   Information   from  any   accidental,
unauthorized  or  premature  use,  disclosure  or  destruction.  The use of such
measures and efforts shall not  constitute a defense if any of the  Confidential
Information  is not kept  confidential  in  accordance  with  the  terms of this
Agreement.  The  foregoing  prohibition  shall  not  apply  to any  Confidential
Information  which:  (i) was  generally  available  to the public  prior to such
disclosure;  (ii) becomes publicly  available  through no act or omission of the
Consultant (iii) is disclosed as reasonably  required in a proceeding to enforce
the Consultant's rights under this Agreement or (iv) is disclosed as required by
court order or applicable law.

                  C. Upon  termination of the  Consultant for any reason,  or at
any time upon request of the Company,  the  Consultant  agrees to deliver to the
Company all materials of any nature which are in the Consultant's  possession or
control and which are or contain Confidential Information,  Work Product or Work
Products  (hereinafter  defined),  or which are  otherwise  the  property of the
Company or any vendor,  licensor,  licensee,  customer or client of the Company,
including,  but not limited to  writings,  designs,  documents,  records,  data,
memoranda,  tapes and disks containing software,  computer source code listings,
routines,  file layouts,  record  layouts,  system design  information,  models,
manuals, documentation and notes.

                  D. All  copyrights,  logos  and other  advertising  materials,
conceived by the  Consultant  specifically  in  connection  with the  consulting
services  rendered by Consultant for Company under this Agreement (alone or with
others) during the Term ("Work Product") shall be the exclusive  property of and
assigned to the Company or as the Company may direct without compensation to the
Consultant  other than the  compensation  provided for herein.  Any records with
respect to the foregoing shall be the sole and exclusive property of the Company
and the  Consultant  shall  surrender  possession of such records to the Company
upon any suspension or termination of the Consultant.  Any Work Product shall be
deemed  incorporated  in the  definition  of  Confidential  Information  for all
purposes hereunder.

                  E. The  Consultant  will not assert any rights with respect to
the Company, its business, or any of its products,  processes and other services
relating  thereto,  Work Product or any Confidential  Information as having been
acquired  or  known  by  the  Consultant   prior  to  the  commencement  of  the
Consultant's  engagement by the Company  unless such rights are asserted in good
faith and verified.

         14.      WORK PRODUCT

                                                                            -17-
<PAGE>

                  A. The Consultant  represents and warrants to the Company that
all work that the Consultant  performs,  for or on behalf of the Company and its
clients, and all work product that the Consultant produces,  including,  but not
limited to, software,  documentation,  memoranda,  ideas,  designs,  inventions,
processes,  algorithms,  etc. (also "Work Product") will not knowingly  infringe
upon or violate any patent,  copyright,  trade secret or other property right of
any other third party.  Further, the Consultant will not disclose to the Company
or use in any of the  Consultant's  Work Product any confidential or proprietary
information  belonging to others,  unless both the owner thereof and the Company
have consented to such disclosure and usage.

                  B. The  Consultant  will promptly  disclose to the Company all
Work Products  developed by the  Consultant  within the scope of the  Consultant
acting as a consultant  to the Company or which  relate  directly to, or involve
the use of, any  Confidential  Information  including,  but not  limited to, all
software, concepts, ideas and designs, and all documentation,  manuals, letters,
pamphlets, drafts, memoranda and other documents, writings or tangible things of
any kind.

                  C.  The   Consultant   acknowledges   and   agrees   that  all
copyrightable  Work Products  prepared by the Consultant within the scope of the
Consultant  acting as a consultant to the Company are "works made for hire" and,
consequently,  that the Company owns all copyrights  thereto  subject to Company
fulfilling  the  compensation  obligations  to  Consultant  as  provided in this
Agreement.

                  D. The Consultant hereby assigns, transfers and conveys to the
Company, without additional consideration, all of the Consultant's other rights,
title and interest  (including,  but not limited to, all patent,  copyright  and
trade secret  rights) in and to all Work  Products  prepared by the  Consultant,
whether  patentable  or not,  made or  conceived,  in whole  or in part,  by the
Consultant  within the scope of the  Consultant  acting as a  consultant  to the
Company,  or that  relate  directly  to,  or  involve  the use of,  Confidential
Information,  subject to Company  fulfilling  its  compensation  obligations  to
Consultant as provided in this Agreement.

                  E.  The  Consultant  will,  without  additional  compensation,
execute all assignments,  oaths,  declarations and other documents  requested by
the Company to effect and further  evidence the foregoing  assignment,  transfer
and  conveyance,  and agree to provide all reasonable  assistance to the Company
(at  the  Company's  expense)  to  provide  all  information,  documentation and
assistance  to the Company in perfecting, enforcing, defending or protecting any
or  all  of  the  Company's  rights  in  all  Work  Product.  subject to Company
fulfilling  its  compensation  obligations  to  Consultant  as  provided in this
Agreement

         15. INDEMNIFICATION BY THE CONSULTANT.

                  A. The Consultant  shall indemnify,  protect,  defend and save
and hold harmless the Company from and against any loss resulting to them from:

                                                                            -18-
<PAGE>

                           (i)  All  liabilities  of  the  Consultant,   whether
accrued, absolute, contingent, or otherwise existing on the date of this
Agreement;
                           (ii) Any and all losses, liabilities, costs, damages,
or  expenses which Company may suffer, sustain or incur arising out of or due to
a  breach  by the Consultant of any covenant, representation or warranty made in
this  Agreement  or  from any misrepresentation and/or omission pursuant to this
Agreement;  and
                           (iii)  Any and all  claims  or  actions  against  the
Company,  and any and all costs, expenses, losses, including but not limited to,
arbitration  awards,  civil  judgments,  reasonable attorney fees and costs, and
court  or arbitration fees and costs, arising out of any act, or any omission of
Consultant  in  the performance of any duties or services, regardless of whether
said claim or action against the Consultant is individually dismissed, prior to,
or  at the arbitration hearing or court proceeding. The Company, in its sole and
absolute discretion, without the prior approval of the Consultant, may settle or
compromise any claim at any time. In the event the Consultant wishes to disagree
with such settlement, it may do so by filing a bond/or depositing into an escrow
account  for the benefit of the Company the amount of general damages alleged by
the  plaintiff  or  claimant  against  Company. In such event, the Company shall
agree  not  to  settle  the  claim  without  the  consent  of  the  Consultant.
                           (iv)  Any  and  all   losses,   claims,   damages  or
liabilities  to which the Company may become subject under the Securities Act of
1933,  as  amended,  (the  "Act")  or  otherwise  insofar as such losses, claims
damages or liabilities (or actions in respect thereof) arise out of or are based
upon violations of the Act, the Securities Exchange Act of 1934, as amended, and
the  rules  and  regulations thereunder and upon any untrue statement or alleged
untrue  statement  or  the  alleged  omission  to  state therein a material fact
required to be stated in any statements written or and made by the Consultant in
performing any of the Consulting Services pursuant to this Agreement, subject to
Company's  obligations  as  set  forth  in  Article  "8"  of  this  Agreement.

                  B. The  indemnification,  which is set  forth in this  Article
"15" of this  Agreement  shall be  deemed  to  include  not  only  the  specific
liabilities or obligations with respect to which such indemnity is provided, but
also all reasonable  costs,  expenses,  counsel fees, and expenses of settlement
relating  thereto,  whether or not any such  liability or obligation  shall have
been reduced to judgment.

                  C. If any  demand,  claim,  action or cause of  action,  suit,
proceeding or investigation is brought against the Company and/or the Consultant
to which the Company is entitled to indemnification  by the Consultant  pursuant
to this Article "15" of this  Agreement,  the Company  shall give prompt  notice
thereof to the  Consultant in accordance  with  Paragraph "C" of Article "20" of
this Agreement which notice shall contain a reasonably  thorough  description of
the  nature  and amount of the claim of  indemnification.  Upon  receipt of such
notice,  the  Consultant  shall  use all  reasonable  efforts  to  assist in the
vigorous  defense of any such  matter.  The failure of the Company to notify the
Consultant  of any  such  demand,  claim,  action  or  cause  of  action,  suit,
proceeding or investigation  shall not relieve the Consultant from any liability
which he may have under this Article "15" of this Agreement except to the extent
such failure to notify the Consultant prejudices the Consultant.

                                                                            -19-
<PAGE>


         16.  TIME  PERIODS  NOT  LIMITED.  Any period of time set forth in this
Agreement  shall not be construed to permit the  Consultant  to engage in any of
the prohibited  acts set forth in this Agreement  after such period if such acts
would otherwise be prohibited by any applicable statute or legal precedent.

         17. COMPANY. As used in this Agreement, "Company" shall mean CyberCare,
Inc., its successors and assigns,  and any of its present or future subsidiaries
or organizations controlled by it.

         18.  ASSIGNMENT.  The rights  granted  hereunder to the  Consultant are
personal in nature.  Any purported  transfer of any such rights, by operation of
law or otherwise,  not specifically  authorized pursuant to this Agreement shall
be void and shall also constitute a breach of this Agreement.

         19.  RELATIONSHIP.  Except as provided for in this  Agreement,  neither
party is the legal  representative or agent of, or has the power to obligate the
other for any purpose  whatsoever;  and no  partnership,  joint venture,  agent,
fiduciary,  or employment  relationship is intended or created by reason of this
Agreement.  It is the intent of the parties hereto that the Consultant  shall be
an independent contractor of the Company and not an employee of the Company.

         20. MISCELLANEOUS.

                  A. 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.

                  B. ENFORCEABILITY. If any provision which is contained in this
Agreement should,  for any reason, be held to be invalid or unenforceable in any
respect  under the laws of any State of the United  States,  such  invalidity or
unenforceability  shall  not  affect  any  other  provision  of this  Agreement.
Instead,  this Agreement shall be construed as if such invalid or  unenforceable
provisions had not been contained herein.

                  C.  NOTICES.  Any notice or other  communication  required  or
permitted  hereunder  must be in writing and sent by either (i) certified  mail,
postage prepaid,  return receipt  requested and First Class mail, (ii) overnight
delivery with confirmation of delivery, or (iii) facsimile  transmission with an
original mailed by first class mail, postage prepaid, addressed as follows:

         If to the Company:   CyberCare, Inc.
                              2500 Quantum Lakes Drive, Suite 1000
                              Boynton Beach, Florida 33426
                              Attention: Joseph Robert Forte
                              Facsimile No.: (561) 742-5002


                                                                            -20-
<PAGE>

         With a copy to:    Mintz & Fraade, P.C.
                            488 Madison Avenue
                            New York, New York 10022
                            Attention:  Frederick M. Mintz, Esq.
                            Facsimile No.: (212) 486-0701

         If to Consultant:  Mark Step
                            156-12 97th Street
                            Howard Beach, New York 11414

or in each case to such other  address and  facsimile  number as shall have last
been  furnished by like notice.  If mailing is  impossible  due to an absence of
postal  service,  and the other  methods  of  sending  notice  set forth in this
Paragraph "C" of this Article "20"of this Agreement are not otherwise available,
notice  shall be  hand-delivered  to the  aforesaid  addresses.  Each  notice or
communication  shall be deemed  to have  been  given as of the date so mailed or
delivered,  as the case may be;  provided,  however,  that  any  notice  sent by
facsimile shall be deemed to have been given as of the date sent by facsimile if
a copy of such  notice is also  mailed by first  class  mail on the date sent by
facsimile;  if the date of  mailing  is not the same as the date of  sending  by
facsimile,  then the date of mailing  by first  class mail shall be deemed to be
the date upon which notice given.

                  D.  GOVERNING  LAW.  This  Agreement  shall be  construed  and
enforced in accordance with, and the rights of the parties shall be governed by,
the laws of the State of New York  applicable  thereto and the parties submit to
the jurisdiction of the courts of the County of New York, State of New York. The
parties agree that they shall be deemed to have agreed to binding arbitration in
New York,  New York,  with respect to the entire  subject  matter of any and all
disputes relating to or arising under this Agreement. Any such arbitration shall
be by a panel of three  arbitrators  and pursuant to the  commercial  rules then
existing of the American  Arbitration  Association  in the State of New York. In
all  arbitrations,  judgment  upon the  arbitration  award may be entered in any
court having jurisdiction.  The parties specifically designate the Courts in the
City of New York,  State of New York as properly having venue for any proceeding
to confirm  and enter  judgment  upon any such  arbitration  award.  The parties
hereby consent to and submit to personal  jurisdiction  over each of them by the
Courts  of the State of New York in any  action or  proceeding  to  enforce  the
arbitration   award,   waive  personal  service  of  any  and  all  process  and
specifically  consent  that in any such  action or  proceeding,  any  service of
process may be effectuated  upon any of them by certified  mail,  return receipt
requested,  pursuant to  Paragraph  "C" of Article "20" of this  Agreement.  The
parties agree,  further,  that the prevailing  party in any such  arbitration as
determined  by the  arbitrators  shall be entitled to such costs and  attorney's
fees,  if any,  in  connection  with such  arbitration  as may be awarded by the
arbitrators; provided, however, that if a proceeding is commenced to confirm and
enter a  judgment  thereon  by the  Courts  of the  State  of New  York and such
application  is  denied,  no such  costs or  attorneys  fees  shall be paid.  In
connection with the arbitrators'  determination  for the purpose of which party,
if any, is the prevailing party, they shall take into account all of the factors
and circumstances including, without limitation, the relief sought, and by whom,
and the relief, if any, awarded,  and to whom. In addition,  and notwithstanding

                                                                            -21-
<PAGE>

the foregoing  sentence,  a party shall not be deemed to be the prevailing party
in a claim seeking monetary damages,  unless the amount of the arbitration award
exceeds  the amount  offered in a legally  binding  writing  signed by the other
party by fifteen (15%)  percent or more.  For example,  if the party  initiating
arbitration  ("A") seeks an award of $10,000 plus costs and expenses,  the other
party ("B") has offered A $5,000 prior to the  commencement  of the  arbitration
proceeding,  and the arbitration  panel awards any amount less than $5,750 to A,
the panel should determine that B has "prevailed."

                  E.  ENTIRE   AGREEMENT.   The   parties   have  not  made  any
representations,  warranties  or covenants  with  respect to the subject  matter
hereof which is not set forth herein, and this Agreement  constitutes the entire
agreement  between  them  with  respect  to  the  subject  matter  hereof.   All
understandings and agreements heretofore had between the parties with respect to
the subject  matter  hereof are merged in this  Agreement  which alone fully and
completely  expresses  their  agreement.  This  Agreement  may  not be  changed,
modified, extended, terminated or discharged orally, but only by an Agreement in
writing, which is signed by all of the parties to this Agreement.

                  F. FURTHER  ASSURANCES.  The parties  agree to execute any and
all such other further  instruments and documents,  and to take any and all such
further actions which are reasonably required to consummate,  evidence,  confirm
or effectuate this Agreement and the intents and purposes hereof.

                  G. BINDING AGREEMENT. This Agreement shall be binding upon and
inure  to  the  benefit  of the  parties  hereto  and  their  heirs,  executors,
administrators, personal representatives, successors and assigns.

                  H. WAIVER.  Except as otherwise  expressly provided herein, no
waiver of any  covenant,  condition,  or  provision of this  Agreement  shall be
deemed to have been made  unless  expressly  in writing  and signed by the party
against whom such waiver is charged;  and (i) the failure of any party to insist
in any  one  or  more  cases  upon  the  performance  of any of the  provisions,
covenants or  conditions  of this  Agreement  or to exercise  any option  herein
contained shall not be construed as a waiver or relinquishment for the future of
any such provisions, covenants or conditions, (ii) the acceptance of performance
of anything  required by this  Agreement to be performed  with  knowledge of the
breach or failure of a covenant,  condition  or  provision  hereof  shall not be
deemed a waiver of such breach or  failure,  and (iii) no waiver by any party of
one breach by another  party shall be  construed as a waiver with respect to any
other breach of this Agreement.

                  I. COUNTERPARTS. This Agreement may be executed simultaneously
in one or more counterparts,  each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

                                                                            -22-
<PAGE>

                  J. SEPARATE COUNSEL.  The Consultant has been advised by Mintz
& Fraade, P.C. ("M & F") to retain counsel in connection with this Agreement.  M
& F has advised the  Consultant  that it would  postpone  the  execution of this
Agreement in order to give the Consultant the opportunity to obtain counsel. The
Consultant has  determined to proceed and execute this  Agreement  without being
represented by counsel.

         IN WITNESS WHEREOF,  the parties to this Agreement have set their hands
and seals or caused these  presents to be signed of the day and year first above
written.

                                               CyberCare, Inc.

                                      By:      /S/ JOSEPH ROBERT FORTE
                                               ---------------------------
                                               Joseph Robert Forte, President


                                                /S/ MARK STEP
                                                -------------------------
                                                Mark Step, Also known as
                                                Mark Stepniewsky


                                                                            -23-
<PAGE>



Exhibit 4.1

                            SECRETARY'S CERTIFICATION
                                      -OF-
                                 CYBERCARE, INC.

         I, Alan Adelson, do hereby certify that:

         1. I am  the  Secretary  of  CyberCare,  Inc.  (the  "Corporation"),  a
corporation  duly  organized and existing under and by virtue of the laws of the
State of Florida.

         2. The  following  resolution  was adopted by the Board of Directors of
the  Corporation  on January  29, 2003 which was  recorded in the  Corporation's
Minute Book and I hereby  certify that the same is a true,  correct and complete
copy thereof, and that the same has not been rescinded or modified:

                  RESOLVED,  that the Board of  Directors  hereby  ratifies  the
         Agreement  dated January 28, 2003, a copy of which is annexed hereto as
         Exhibit  "A",  which  provides  for the initial  issuance of  2,500,000
         shares  of  the  Corporation's   common  stock  to  the  Consultant  as
         compensation for consulting services rendered during the 6 month period
         which  commenced  November 1, 2002 and ends April 30,  2003,  and which
         further  provides for the Consultant to receive Five Thousand  ($5,000)
         Dollars  per  month,  or  the  equivalent  thereof  in  shares  in  the
         Corporation,  for each month of continuing  services rendered under the
         agreement.

                  RESOLVED,  that the officers of the  Corporation,  and each of
         them, are hereby authorized and empowered, in the name and on behalf of
         the Corporation,  to execute such documents and to take such additional
         action as they or any of them may deem  necessary or desirable in order
         to implement the intents and purposes of all the foregoing resolutions.


         IN  WITNESS  WHEREOF,  I have  hereunder  set my hand and  affixed  the
corporate seal as of the 24th day of February 2003.

                                                 /S/ ALAN ADELSON
                                                 ---------------------
                                                 Alan Adelson, Secretary


                                                                            -24-
<PAGE>


Exhibit 5:


                                                              March 17, 2003
CyberCare, Inc.
2500 Quantum Lakes Drive
Suite 1100
Boynton Beach, FL 33426
                                       Re:      OPINION OF MINTZ & FRAADE, P.C.

Gentlemen:

         We are rendering  this opinion to you in  connection  with the offering
(the  "Offering")  of  3,500,000  shares  of  Common  Stock  (the  "Shares")  of
CyberCare,  Inc. (the "Company"), a Florida corporation,  which are to be issued
in consideration  for consulting  services rendered to the Company pursuant to a
Registration  Statement  filed  with  the  Securities  and  Exchange  Commission
pursuant to Form S-8 of the Securities Act of 1933, as amended (the "Act").

         In connection with rendering this opinion we have examined originals or
copies of the following documents,  instruments and agreements (collectively the
"Documents"):

                           a) the Articles of Incorporation of the Company,  and
                           any amendments,  as filed with the Secretary of State
                           of Florida;

                           b) the By-Laws of the Company; and

                           c) the Secretary's Certification approving the filing
                           of a Form S-8 Registration  Statement registering the
                           Shares issued to the Consultant;

         In  our  examination,  we  have  assumed,  without  investigation,  the
authenticity  of  the  Documents,  the  genuineness  of  all  signatures  to the
Documents, the legal capacity of all persons who executed the Documents, the due
authorization  and valid  execution  by all parties to the  Documents,  that the
Agreement  constitutes a valid and legally  binding  agreement and obligation of
all parties  thereto,  the  authenticity  of all  Documents  submitted  to us as
originals,   and  that  such   Documents  are  free  from  any  form  of  fraud,
misrepresentation,  duress  or  criminal  activity,  and the  conformity  of the
originals  of  the  Documents  which  were  submitted  to  us  as  certified  or
photostatic copies.

         Solely  for  purposes  of this  opinion,  you  should  assume  that our
investigation  was and will be  limited  exclusively  to those  items  which are
specifically  set forth in this  opinion and that no further  investigation  has
been or will be  undertaken  and that we have only reviewed and will only review
the Documents which are specifically designated in this opinion.

                                                                            -25-
<PAGE>

         In rendering this opinion,  we have assumed the legal competency of all
parties to the Documents and the due  authorization,  valid execution,  delivery
and acceptance of all Documents by all parties thereto.

         Based upon the  foregoing  and in reliance  thereof,  it is our opinion
that,  subject to the limitations set forth herein, the Shares to be issued will
be duly and validly authorized,  legally issued,  fully paid and non-assessable.
This opinion is expressly limited in scope to the Shares enumerated herein which
are to be expressly  covered by the referenced  Registration  Statement and does
not cover subsequent issuances of shares, pertaining to services to be performed
in the future  (such  transactions  are  required to be included in either a new
Registration  Statement  or a  Post  Effective  Amendment  to  the  Registration
Statement including updated opinions).

         The  Securities  and  Exchange  Commission  (the  "SEC")  or any  state
regulatory authority could disagree with our opinion. Moreover, no assurance can
be given that there will not be a change in existing  law or that the SEC or any
state regulatory authority will not alter its present views either prospectively
or  retroactively  or adopt new views  with  respect  to any  matters  which are
summarized above and those matters upon which we have rendered our opinion.

         The  opinions  set forth herein are limited to the laws of the State of
New York,  the General  Corporation  Law of the State of Florida and the federal
laws of the  United  States,  and we  express  no  opinion  on the effect on the
matters covered by this opinion of the laws of any other jurisdiction.

         This  opinion is rendered  solely for the benefit of you in  connection
with the transaction described herein and may not be delivered to or relied upon
by any other person without our prior written consent.


                                               Very truly yours,

                                               Mintz & Fraade, P.C.


                                               By:/S/ ALAN P. FRAADE
                                                  ----------------------
                                                  Alan P. Fraade
APF/jsz


                                                                            -26-
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 66611}]
{"company-data": {"conformed-name": "CYBER CARE INC", "cik": "0000887904", "assigned-sic": "8071", "irs-number": "650158479", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104027", "film-number": "03616580"}, "business-address": {"street1": "2500 QUANTUM LAKE DRIVE", "street2": "SUITE 1000", "city": "BOYNTON BEACH", "state": "FL", "zip": "33426", "phone": "5677425000"}, "mail-address": {"street1": "1903 S CONGRESS AVE", "street2": "STE 400", "city": "BOYNTON BEACH", "state": "FL", "zip": "33426"}, "former-company": [{"former-conformed-name": "HEART LABS OF AMERICA INC /FL/", "date-changed": "19960428"}, {"former-conformed-name": "MEDICAL INDUSTRIES OF AMERICA INC", "date-changed": "19970203"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 CyberCare, Inc.
             (Exact name of registrant as specified in its charter)

          Florida                                  65-0158479
 (State or other jurisdiction of                 (I.R.S. employer
  incorporation or organization)                identification no.)

 2500 Quantum Lakes Dr., Suite 1000,                       33426
           Boynton Beach, Florida                        (Zip code)
(Address of principal executive offices)

                              Consulting Agreement
                            (Full title of the plan)

                              Alan P. Fraade, Esq.
       Mintz & Fraade, P.C., 488 Madison Avenue, Suite 1100, NY, NY 10022
                     (Name and address of agent for service)

                                 (212) 486-2500
                     (Telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE

------------------------------------------------------------
                             Proposed       Proposed
Title of                     maximum        maximum
securities      Amount      offering       aggregate     Amount of
  to be         to be        price         offering     registration
registered    registered   per share (1)     price         fee
----------    -----------  ------------      ------       ----

Common Stock,  3,500,000      $.025         $87,500      $7.08
par value
$.001
------------------------------------------------------------

(1)  Estimated  solely for the  purpose of  calculating  the  registration  fee.
Pursuant to Rule 457(c) of the  Securities  Act, the  registration  fee has been
calculated based upon the last bid price for our common stock as reported by the
Over the Counter Bulletin Board.

                                                                             -1-
PART I

INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS

Item 1.  PLAN INFORMATION
         -----------------
(a)      General Plan Information

         (1)      The name of the plan is the Consulting  Agreement (the "Plan")
                  made as of the 28th day of  January,  2003 by Mark Step,  also
                  known as Mark  Stepniewsky (the  "Consultant"),  an individual
                  with an address of 156-12 97th Street,  Howard Beach, New York
                  11414 and CyberCare,  Inc. (the "Company" or  "Registrant")  a
                  Florida  corporation with offices at 2500 Quantum Lakes Drive,
                  Suite 1000, Boynton Beach, Florida 33426.

                  The aggregate  number of shares of Common Stock of the Company
                  that is being issued to the Consultant is 2,500,000  initially
                  pursuant  to the  Plan,  with an  additional  1,000,000  to be
                  utilized for fees for future services to be rendered.

         (2)      The general nature and purpose of this Plan is to issue
                  stock in lieu of payment for consulting services.

         (3)      The plan is not subject to any provisions of the Employee
                  Retirement Income Security Act of 1974.

         (4)      Additional information about the Plan may be obtained from:

                  Mintz & Fraade, P.C.
                  488 Madison Avenue
                  New York, New York 10022
                  Attn: Frederick M. Mintz
                  Telephone No.: (212) 486-2500

(b)      Securities to be Offered

         (1) 2,500,000 shares of the Company's  Common Stock offered  initially,
         with another  1,000,000 to be utilized for fees for future  services to
         be rendered.

         (2) The Company's securities are registered under Section 12(g)
         of the Securities Exchange Act of 1934.

(c)      Employees Who May Participate in the Plan

         The  Consultant is the sole  individual  eligible to participate in the
         Plan.

                                                                             -2-
(d)  Purchase of  Securities  Pursuant  to the Plan and  Payment for  Securities
     Offered

     The  securities  are being offered as  compensation  in lieu of payment for
     general financial consulting services rendered and to be rendered.

(e)  Resale Restrictions

     There are no restrictions on the resale of the Securities  being registered
     pursuant to the Plan.

(f)  Tax Effects of Participation

     The  value of the  shares  shall be  deemed  to be  ordinary  income to the
     Consultant and a business expense for the Registrant.

(g)  Investment of Funds

     N/A

(h)  Withdrawal from the Plan; Assignment of Interest

     N/A

(i)  Forfeitures and Penalties

     N/A

(j)  Charges and Deductions and Liens Therefore

     N/A

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The Registrant shall provide to the Consultant without charge, upon his
         written  or oral  request,  the  documents  which are  incorporated  by
         reference  in Item 3 of Part II of this  Registration  Statement.  Such
         documents   are   incorporated   by  reference  in  the  Section  10(a)
         prospectus.  The  Registrant  shall  also  provide  to the  Consultant,
         without  charge,  upon their  written or oral  request,  with all other
         documents  required  to be  delivered  to  employees  pursuant  to Rule
         428(b).  Any and all such requests  shall be directed to the Registrant
         at its office at 2500 Quantum Lakes Drive,  Suite 1000,  Boynton Beach,
         Florida 33426.

                                                                             -3-
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following   documents  are   incorporated   by  reference   into  this
     Registration Statement and made a part hereof:

(a)  The  Registrant's  Form 10-K for the year ended  December 31, 2001 filed on
     April 15, 2002 pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934, as amended (the "Exchange Act").

(b)  The Registrant's Form 10-QSB for the quarter ended September 30, 2002 filed
     on November 19, 2002 pursuant to Section  13(a) or 15(d) of the  Securities
     Exchange Act of 1934, as amended (the "Exchange Act").

(c)  All other reports which may be filed by the Registrant  pursuant to Section
     13 (a) or 15 (d) of the  Exchange  Act  since  the end of the  fiscal  year
     covered by the registrant document referred to in (a) immediately above.

(d)  Any  statement  contained  in a  document  incorporated  or  deemed  to  be
     incorporated  by  reference  herein  shall  be  deemed  to be  modified  or
     superseded for purpose of this Registration  Statement to the extent that a
     statement  contained  herein or in any other  subsequently  filed  document
     which also is or is deemed to be incorporated by reference  herein modifies
     or supersedes such statement. Any statement so modified or superseded shall
     not be deemed, except as so modified or superseded, to constitute a part of
     this Registration Statement.

Item 4.  DESCRIPTION OF SECURITIES

     The class of  securities  to be offered  hereby has been  registered  under
     Section 12 of the  Exchange  Act by the  registrant,  and  incorporated  by
     reference.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     The validity of the securities  offered will be passed upon for the Company
     by the law firm of Mintz & Fraade, P.C., of New York, New York.

     The law firm of Mintz & Fraade, P.C. has rendered legal services for and on
     behalf of the  Registrant,  and  currently  holds  approximately  2,000,000
     shares of the  Company.  The Firm is located at 488 Madison  Avenue,  Suite
     1100, New York, New York, 10022.

                                                                             -4-
Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     As permitted by the Florida  General  Corporation  Law (the "Florida Law"),
     the  Company's  Certificate  of  Incorporation  includes a  provision  that
     eliminates  the personal  liability of its  directors to the Company or its
     stockholders

Item 8.   EXHIBITS

     The  exhibits  to the  Registration  Statement  are  listed in the Index to
     Exhibits included on Page 8 herein.

Item 9.   UNDERTAKINGS

(a)  The undersigned  Registrant hereby undertakes to file, during any period in
     which  offers or sales are being made,  a  post-effective  amendment to the
     Registration  Statement to include any material  information about the plan
     not  previously  disclosed  in the  Registration  Statement or any material
     change to any such information in the Registration Statement.

(b)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  Registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed  in the Act  and is,  therefore,  unenforceable.  If a claim  for
     indemnification  against  such  liabilities  (other than the payment by the
     Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling   precedent  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.

                                                                             -5-
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the Town of Boynton Beach,  State of Florida,  on this 17th day of
March, 2003.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

NAME                                TITLE                            DATE
----------------------------  ----------------------------    -----------------
CyberCare, Inc.

By: /S/ JOSEPH ROBERT FORTE   President, CEO and Director       March 17, 2003
   ------------------------
Joseph Robert Forte

/S/ ALAN ADELSON              Executive Vice President and      March 17, 2003
--------------------          Director
Alan Adelson

                                                                             -6-
CYBERCARE, INC.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                                                             -7-
INDEX TO EXHIBITS

EXHIBIT NO.                DESCRIPTION

4                          Consulting Agreement By and Between
                           Mark  Step,  also  known  as  Mark  Stepniewsky,  and
                           CyberCare, Inc.

4.1                        Secretary's Certification of CyberCare, Inc.

5                          Opinion of Mintz & Fraade, P.C.

23                         Consent of Mintz & Fraade, P.C.
                           (contained in its opinion filed as Exhibit 5)

                                                                             -8-
Exhibit 4:

                       CONSULTING AGREEMENT BY AND BETWEEN
                          MARK STEP, ALSO KNOWN AS MARK
                        STEPNIEWSKI, AND CYBERCARE, INC.

         AGREEMENT dated as of January 28, 2003 by and between  CyberCare,  Inc.
(the  "Company"  or  "Registrant")  a Florida  corporation  with offices at 2500
Quantum Lakes Drive,  Suite 1000,  Boynton Beach,  Florida 33426 (the "Company")
and Mark Step, also known as Mark Stepniewsky,  an individual with an address of
156-12 97th Street, Howard Beach, New York 11414 (the "Consultant").

         WITNESSETH:

         WHEREAS,  the  Consultant  is  experienced  in  providing  business and
financial consulting services,  with particular expertise in advising businesses
in areas of business  development,  strategic  alliances  and  general  business
matters; and

         WHEREAS,  the Company has already engaged  Consultant to render general
financial consulting services to the Company; and

         WHEREAS,  the Consultant began rendering general  financial  consulting
services to the Company on November 1, 2002; and

         WHEREAS, the Consultant has and will continue to render consulting
services to the Company; and

         WHEREAS, the Consultant has not and will not perform any capital
raising activity pursuant to this Agreement; and

         WHEREAS,  the Company and the Consultant  desire to set forth the terms
and  conditions of this  Agreement  with respect to the Company's  engagement of
Consultant.

         NOW, THEREFORE, in consideration of the mutual covenants of the parties
which are hereinafter  set forth and for other good and valuable  consideration,
the receipt and sufficiency of which is hereby acknowledged,

         IT IS AGREED:

1. RECITALS ADOPTED.  The parties hereto adopt as part of this Agreement each of
the  recitals  contained  above in the  WHEREAS  clauses,  and  agree  that such
recitals  shall be binding  upon the parties  hereto by way of contract  and not
merely by way of recital or  inducement;  and such clauses are hereby  confirmed
and ratified as being true and accurate by each party as to itself.

                                                                             -9-
2. ENGAGEMENT.

                  A. Upon the terms and  conditions  which are  hereinafter  set
forth,  the Company  hereby  retains the  Consultant as a business and financial
consultant  to render  advice,  consultation,  information  and  services to the
Company and its officers and directors  regarding general financial and business
matters  (the  "Consulting  Services")  including,   but  not  limited  to,  the
following:

     (i) Business development and business advertising;
     (ii) Strategic alliances;
     (iii) Advise the Company with respect to investor relations; and
     (iii) Such other matters as the Company shall from time to time request.

                  B. The Consultant  shall not be required to devote any minimum
number of weeks, days, or hours to the affairs of the Company during the term of
this  Agreement;  provided,  however  that the  Consultant  devotes  such  time,
attention and energies to the business of the Company, as the Company reasonably
determines.

         3.       TERM.

                  A. The term of this Agreement shall commence as of November 1,
2002 and shall  continue  for a period of two (2) years  until  October 31, 2004
(the "Term").  The Company  shall have the right to terminate the  Consultant at
any time for Cause as defined in Article "10" of this Agreement.

                  B. This Agreement may be extended upon the mutual agreement of
the parties,  unless or until the  Agreement is  previously  terminated.  If the
parties  agree to  extend  the  Term,  the  Consultant  may  receive  additional
compensation upon the mutual agreement of the parties.

         4.       COMPENSATION.

                  A.  As  compensation   for  his  services   pursuant  to  this
Agreement,  the  Consultant  shall  receive Five Thousand  ($5,000)  dollars per
month.  The  Consultant  agrees to accept  Two  Million  Five  Hundred  Thousand
(2,500,000)  shares of Common Stock in the Company ("the Initial Common Shares")
as  compensation  for the first six months under this  Agreement.  In each month
pursuant to this  Agreement,  commencing  May,  2003, the Company shall have the
option of either (i) paying the Consultant Five Thousand  ($5,000)  dollars,  or
(ii) issuing to the  Consultant  such number of shares of the  Company's  Common
Stock which shall have a value of Five Thousand  ($5,000) dollars based upon the
average  closing price of the  Company's  Common Stock for the last five trading
days of the prior month.

                                                                            -10-
Notwithstanding  the  foregoing,  the number of Initial  Common  Shares
shall be prior to a  contemplated  reverse  stock  split of the Shares of Common
Stock of the Corporation.

                  B. The  Company  covenants  and agrees to file a  Registration
Statement on Form S-8 covering the Initial  Common Shares to be issued  pursuant
to this Agreement. The Company shall use its best reasonable efforts to register
such shares  within  thirty  (30) days after the date  hereof.  All  expenses in
connection  with  preparing  and filing any  registration  statement  under this
Article "4" (and any registration or qualification under the securities or "Blue
Sky" laws of states in which the offering  will be made under such  registration
statement) shall be borne in full by the Company.

         5. COSTS AND EXPENSES.  The Company shall,  upon presentation of proper
receipts or payment  vouchers,  pay for, or  reimburse  the  Consultant  for all
expenses that the Consultant  may incur in performing  the  Consulting  Services
pursuant to this Agreement including, but not limited to, travel expenses, third
party expenses,  copy and mailing expenses.  Notwithstanding the foregoing,  the
Company will reimburse only those expenses that have been approved in advance in
writing by the Company.

         6.  DUE  DILIGENCE.  The  Company  shall  supply  and  deliver  to  the
Consultant  all  information  relating  to  the  Company's  business  as  may be
reasonably  requested  by the  Consultant  to enable the  Consultant  to make an
assessment of the Company and its business  prospects and provide the Consulting
Services.

         7. BEST  EFFORTS  BASIS.  The  Consultant  agrees that he will,  at all
times,  faithfully and in a  professional  manner perform all of the duties that
may be reasonably required of, and from, the Consultant pursuant to the terms of
this Agreement. The Consultant does not guarantee that his efforts will have any
impact upon the Company's  business or that there will be any specific result or
improvement from the Consultant's efforts.

         8. COMPANY'S RIGHT TO APPROVE TRANSACTIONS.

                  A. The Company expressly retains the right to approve,  in its
sole and  absolute  discretion,  each and every  transaction  introduced  by the
Consultant that involves the Company as a party to any agreement. The Consultant
and the Company  mutually  agree that the  Consultant is not authorized to enter
into agreements on behalf of the Company.  It is mutually  understood and agreed
that the Company is not  obligated  to accept any  recommendations  or close any
transactions submitted by the Consultant.

                  B. The Consultant  agrees to provide the Company for approval,
in its sole and absolute discretion, a reasonable time in advance, any documents
which are intended to be utilized by the Consultant with respect to his services
pursuant to this  Agreement,  or  otherwise.  The  Company  will  carefully  and
thoroughly  review all such  material  including  but not  limited  to  material
provided by Company to Consultant and intended to be used by  Consultant,  as to
the accuracy of the contents  thereof and will  promptly  notify  Consultant  in
writing of any inaccuracies or changes to be made with respect thereto.

                                                                            -11-
9. NON-EXCLUSIVE SERVICES. The Company acknowledges that the Consultant
provided,  and it is contemplated  will in the future  provide,  services of the
same or  similar  nature  to  other  parties  and the  Company  agrees  that the
Consultant is not prevented or barred from rendering services of the same nature
or  a  similar  nature  to  any  other  individual  or  entity.  The  Consultant
understands  and agrees that the Company  shall not be  prevented or barred from
retaining  other persons or entities to provide  services of the same or similar
nature as those provided by the Consultant.  The Consultant will take reasonable
steps to determine and to advise the Company of his position with respect to any
activity,  employment,  business  arrangement or potential  conflict of interest
which may be relevant to this Agreement,  but Consultant  shall not be obligated
to conduct an  exhaustive  review of his  activities  or those of his clients to
determine whether or not such a conflict exists.

         10. CAUSE.  For purposes of this  Agreement,  the term "Cause" shall be
limited to: (i) willful  malfeasance or gross negligence;  (ii) the Consultant's
fraud,  misappropriation  or  embezzlement;  (iii) the  Consultant's  failure to
perform such duties which are  reasonably  assigned by the Board of Directors of
the  Company,  provided  such  duties  are  customary  and  appropriate  for his
consulting  obligations  to the  Company;  or  (iv)  the  Consultant's  default,
violation  of, or failure to perform any provision of this  Agreement;  provided
however that any  termination  shall be subject to receipt of written  notice to
the  Consultant  from the  Company  specifying  the  failure or default  and the
Consultant  failing to cure such default  within ten (10) days after  receipt of
such notice. Such termination of the Consultant shall not constitute a breach of
this  Agreement  by  the  Company  and  the  Company's  sole  obligation  to the
Consultant  shall be to pay the Consultant the amount of any  compensation  then
due to the Consultant through the date of termination including, but not limited
to, any Common Stock due pursuant to Article "4" of this Agreement.

         11.  REPRESENTATIONS,  WARRANTS AND  COVENANTS OF THE  CONSULTANT.  The
Consultant represents, warrants and covenants to the Company as follows:

                  A. The Consultant  has the full  authority,  right,  power and
legal capacity to enter into this  Agreement and to consummate the  transactions
which are provided for herein.

                  B. The business and operations of the Consultant have been and
are being  conducted in all material  respects in accordance with all applicable
laws,  rules and regulations of all  authorities  which affect the Consultant or
its  properties,  assets,  businesses  or  prospects.  The  performance  of this
Agreement  shall not result in any breach of, or constitute a default under,  or
result in the  imposition  of any lien or  encumbrance  upon any property of the
Consultant or cause an acceleration  under any  arrangement,  agreement or other
instrument to which the  Consultant is a party or by which any of its assets are
bound. The Consultant has performed in all respects all of his obligations which
are, as of the date of this Agreement,  required to be performed by him pursuant
to the terms of any such agreement, contract or commitment.

                                                                            -12-
C. The execution,  delivery and performance of this Agreement:
(i) does not violate any agreement or  undertaking  to which the Consultant is a
party or by which the  Consultant  may be bound and (ii) shall not result in the
imposition of any restrictions or obligations upon the Consultant other than the
restrictions and obligations imposed by this Agreement.

                  D.  The  execution  and  delivery  by the  Consultant  of this
Agreement and the performance by the Consultant of his obligations hereunder and
thereunder  will not violate  any  provision  of law,  any order of any court or
other  agency of  government,  and will not  result in a  material  breach of or
constitute  (with due notice or lapse of time or both) a material  default under
any provision of any agreement or other  instrument to which the Consultant,  or
any of its properties or assets, is bound.

                  E. The  Consultant  has not entered into and is not subject to
any  agreement,  including,  but not  limited,  to any  employment,  noncompete,
confidentiality or work product agreement which would (i) prohibit the execution
of this Agreement,  (ii) prohibit its engagement as a Consultant by the Company,
or (iii) affect any of the  provisions of, or his  obligations  pursuant to this
Agreement.

                  F. If, during the Term, any event occurs or any event known to
the Consultant  relating to or affecting the Consultant  shall occur as a result
of which (i) any  provision of this Article "11" of this  Agreement at that time
shall  include an untrue  statement of a fact, or (ii) this Article "11" of this
Agreement shall omit to state any fact necessary to make the statements  herein,
in light of the  circumstances  under which they were made, not misleading,  the
Consultant  will  immediately  notify the Company  pursuant to Paragraph  "C" of
Article "20" of this Agreement.

                  G. The receipt of the Common  Stock by the  Consultant  is for
the Consultant's own account,  is for investment  purposes only, and is not view
to, nor for offer or sale in connection with, the distribution the Common Stock,
until the Common Stock is registered pursuant to Paragraph "B" of Article "4" of
this  Agreement.  The  Consultant  is not  participating  and  does  not  have a
participation  in  any  such  distribution  or  the  underwriting  of  any  such
distribution.

                  H. The  Consultant  has no  present  intention  of  creating a
market or  participating  or  assisting  in the  creation  of a market or in the
promotion of a market for any securities of the Company.

                  I. The  Consultant  has no  present  intention  of  selling or
otherwise  disposing of the Common Stock in violation of  applicable  securities
laws.

                                                                            -13-
J.  The   Consultant   is  aware  that  no  federal  or  state
governmental  authority has made any finding or determination as to the fairness
of an investment in the Common Stock, or any  recommendation or endorsement with
respect thereto.

                  K. The  Consultant  is able to bear the  economic  risk of the
investment in the Common Stock for an indefinite  period of time,  including the
risk  of  total  loss of  such  investment  and  Consultant  recognizes  that an
investment  in the Common  Stock  involves a high degree of risk subject to, and
until the Initial  Common  Shares are  registered  pursuant to Paragraph  "B" of
Article "4" of this Agreement.  Consultant understands that the Common Stock has
not been registered under the Securities Act or the securities laws of any state
and, therefore, cannot be sold unless they subsequently are registered under the
Securities  Act and any  applicable  state  securities  laws or exemptions  from
registration  thereunder are available.  The Consultant further understands that
only the Company can take action to register the Common Stock.

                  L. The Consultant is an "accredited  investor" as that term is
defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

                  M.  The  Consultant  has  such  knowledge  and  experience  in
financial,  investing and business  matters as to be capable of  evaluating  the
risks and  merits of an  investment  in the  Common  Stock  and  protecting  the
Consultant's interests in connection with an investment in the Common Stock.

                  N. The  Consultant  was not  contacted  by the  Company or its
representatives  for the purpose of investing in any  securities  of the Company
issued hereby  through any  advertisement,  article,  mass  mailing,  cold call,
notice or any other  communication  published  in any  newspaper,  magazine,  or
similar media or broadcast over  television or radio,  or any seminar or meeting
whose attendees were invited by any general advertising.

                  O. The  Consultant  has had  access to and an  opportunity  to
inspect all relevant  information  relating to the Company  sufficient to enable
the  Consultant  to  evaluate  the merits and risks of its receipt of the Common
Stock hereunder. The Consultant also has had the opportunity to ask questions of
officers of the Company and has received  satisfactory  answers respecting,  and
has  obtained  such  additional   information  as  the  Consultant  has  desired
regarding, the business, financial condition and affairs of the Company.

                  P. It shall not be a  defense  to a suit for  damages  for any
misrepresentation or breach of covenant or warranty that the Company knew or had
reason to know that any  representation,  warranty or covenant in this Agreement
or furnished or to be furnished to the Company contained untrue statements.

                  Q. No  representation  or warranty of the Consultant  which is
contained  in this  Agreement,  or in a  writing  furnished  or to be  furnished
pursuant to this Agreement,  contains or shall contain any untrue statement of a
material fact,  omits or shall omit to state any material fact which is required

                                                                            -14-
to make the statements  which are contained  herein or therein,  in light of the
circumstances pursuant to which they were made, not misleading.

                  R. All representations, warranties and covenants made in or in
connection  with this  Agreement  shall continue in full force and effect during
and after the Term of this  Agreement,  it being agreed and understood that each
of such  representations,  warranties  and  covenants  is of the essence of this
Agreement  and the same shall be binding  upon the  Consultant  and inure to the
Consultant,  his heirs,  executors,  administrators,  personal  representatives,
successors and assigns.

         12. REPRESENTATIONS, WARRANTS AND COVENANTS OF THE COMPANY. The Company
represents, warrants and covenants to the Consultant as follows:

                  A.  The  Company  is a  corporation  duly  organized,  validly
existing  and in good  standing  under the laws of the State of Florida with all
requisite power and authority to carry on its business as presently conducted in
all jurisdictions where presently conducted, to enter into this Agreement and to
the transactions which are contemplated herein.

                   B. The Company has the full authority, right, power and legal
capacity to enter into this Agreement and to consummate the  transactions  which
are provided for herein.  The execution of this Agreement by the Company and its
delivery to the Consultant, and the consummation by it of the transactions which
are contemplated  herein have been duly approved and authorized by all necessary
action by the Company's Board of Directors and no further authorization shall be
necessary on the part of the Company for the performance and consummation by the
Company of the transactions which are contemplated by this Agreement.

                  C. The  business and  operations  of the Company have been and
are being  conducted in all material  respects in accordance with all applicable
laws,  rules and regulations of all authorities  which affect the Company or its
properties,  assets,  businesses or prospects. The performance of this Agreement
shall not result in any breach of, or constitute a default  under,  or result in
the  imposition of any lien or  encumbrance  upon any property of the Company or
cause an acceleration  under any  arrangement,  agreement or other instrument to
which  the  Company  is a party or by which any of its  assets  are  bound.  The
Company has  performed in all respects all of its  obligations  which are, as of
the date of this Agreement, required to be performed by it pursuant to the terms
of any such agreement, contract or commitment.

                  D. The execution,  delivery and performance of this Agreement:
(i) does not  violate any  agreement  or  undertaking  to which the Company is a
party or by which  the  Company  may be bound and (ii)  shall not  result in the
imposition of any  restrictions  or obligations  upon the Company other than the
restrictions and obligations imposed by this Agreement.

                                                                            -15-
E. It shall not be a  defense  to a suit for  damages  for any
misrepresentation  or breach of covenant or warranty that the Consultant knew or
had  reason  to know  that any  representation,  warranty  or  covenant  in this
Agreement or furnished or to be  furnished to the  Consultant  contained  untrue
statements.

                  F. No  representation  or  warranty  of the  Company  which is
contained  in this  Agreement,  or in a  writing  furnished  or to be  furnished
pursuant to this Agreement,  contains or shall contain any untrue statement of a
material fact,  omits or shall omit to state any material fact which is required
to make the statements  which are contained  herein or therein,  in light of the
circumstances pursuant to which they were made, not misleading.

                  G. All representations, warranties and covenants made in or in
connection  with this  Agreement  shall continue in full force and effect during
and after the Term of this  Agreement,  it being agreed and understood that each
of such  representations,  warranties  and  covenants  is of the essence of this
Agreement  and the same  shall be  binding  upon the  Company  and  inure to the
Consultant,  his heirs,  executors,  administrators,  personal  representatives,
successors and assigns.

13. NONDISCLOSURE OF CONFIDENTIAL INFORMATION.

                  A. As used in this Agreement, "Confidential Information" means
information  which is presented to the  Consultant  by the Company or developed,
conceived or created by the Company,  or disclosed to the Consultant or known by
or conceived or created by the Consultant  during the Term,  with respect to the
Company,  its business or any of its  products,  processes,  and other  services
relating thereto relating to the past, present or future business of the Company
or any plans therefore, or relating to the past, present or future business of a
third  party  or  plans   therefore  which  are  disclosed  to  the  Consultant.
Confidential  Information  includes,  but is not limited to, all  documentation,
hardware and software  relating  thereto,  and  information and data in written,
graphic and/or machine readable form, products,  processes and services, whether
or not patentable,  trademarkable  or  copyrightable  or otherwise  protectable,
including,  but  not  limited  to,  information  with  respect  to  discoveries;
know-how;  ideas;  computer  programs,  source codes and object codes;  designs;
algorithms;   processes   and   structures;   product   information;   marketing
information;  price lists;  cost  information;  product  contents and  formulae;
manufacturing  and production  techniques and methods;  research and development
information;  lists of  clients  and  vendors  and  other  information  relating
thereto;   financial  data  and  information;   business  plans  and  processes;
documentation with respect to any of the foregoing; and any other information of
the Company that the Company  informs the  Consultant or the  Consultant  should
know,  by virtue of its position or the  circumstances  in which the  Consultant
learned such other information,  is to be kept confidential  including,  but not
limited to, any information acquired by the Consultant from any sources prior to
the  commencement  of the  Consultant  becoming  a  consultant  to the  Company.

                                                                            -16-
Confidential  Information  also  includes  similar  information  obtained by the
Company in confidence from its vendors, licensors,  licensees,  customers and/or
clients. Confidential Information may or may not be labeled as confidential.

                  B. Except as required in the  performance of the  Consultant's
duties as a  consultant,  the  Consultant  will  not,  during or after the Term,
directly or  indirectly,  use any  Confidential  Information  or  disseminate or
disclose  any  Confidential   Information  to  any  person,  firm,  corporation,
association or other entity.  The Consultant shall take all reasonable  measures
and  efforts  to  protect   Confidential   Information   from  any   accidental,
unauthorized  or  premature  use,  disclosure  or  destruction.  The use of such
measures and efforts shall not  constitute a defense if any of the  Confidential
Information  is not kept  confidential  in  accordance  with  the  terms of this
Agreement.  The  foregoing  prohibition  shall  not  apply  to any  Confidential
Information  which:  (i) was  generally  available  to the public  prior to such
disclosure;  (ii) becomes publicly  available  through no act or omission of the
Consultant (iii) is disclosed as reasonably  required in a proceeding to enforce
the Consultant's rights under this Agreement or (iv) is disclosed as required by
court order or applicable law.

                  C. Upon  termination of the  Consultant for any reason,  or at
any time upon request of the Company,  the  Consultant  agrees to deliver to the
Company all materials of any nature which are in the Consultant's  possession or
control and which are or contain Confidential Information,  Work Product or Work
Products  (hereinafter  defined),  or which are  otherwise  the  property of the
Company or any vendor,  licensor,  licensee,  customer or client of the Company,
including,  but not limited to  writings,  designs,  documents,  records,  data,
memoranda,  tapes and disks containing software,  computer source code listings,
routines,  file layouts,  record  layouts,  system design  information,  models,
manuals, documentation and notes.

                  D. All  copyrights,  logos  and other  advertising  materials,
conceived by the  Consultant  specifically  in  connection  with the  consulting
services  rendered by Consultant for Company under this Agreement (alone or with
others) during the Term ("Work Product") shall be the exclusive  property of and
assigned to the Company or as the Company may direct without compensation to the
Consultant  other than the  compensation  provided for herein.  Any records with
respect to the foregoing shall be the sole and exclusive property of the Company
and the  Consultant  shall  surrender  possession of such records to the Company
upon any suspension or termination of the Consultant.  Any Work Product shall be
deemed  incorporated  in the  definition  of  Confidential  Information  for all
purposes hereunder.

                  E. The  Consultant  will not assert any rights with respect to
the Company, its business, or any of its products,  processes and other services
relating  thereto,  Work Product or any Confidential  Information as having been
acquired  or  known  by  the  Consultant   prior  to  the  commencement  of  the
Consultant's  engagement by the Company  unless such rights are asserted in good
faith and verified.

         14.      WORK PRODUCT

                                                                            -17-
A. The Consultant  represents and warrants to the Company that
all work that the Consultant  performs,  for or on behalf of the Company and its
clients, and all work product that the Consultant produces,  including,  but not
limited to, software,  documentation,  memoranda,  ideas,  designs,  inventions,
processes,  algorithms,  etc. (also "Work Product") will not knowingly  infringe
upon or violate any patent,  copyright,  trade secret or other property right of
any other third party.  Further, the Consultant will not disclose to the Company
or use in any of the  Consultant's  Work Product any confidential or proprietary
information  belonging to others,  unless both the owner thereof and the Company
have consented to such disclosure and usage.

                  B. The  Consultant  will promptly  disclose to the Company all
Work Products  developed by the  Consultant  within the scope of the  Consultant
acting as a consultant  to the Company or which  relate  directly to, or involve
the use of, any  Confidential  Information  including,  but not  limited to, all
software, concepts, ideas and designs, and all documentation,  manuals, letters,
pamphlets, drafts, memoranda and other documents, writings or tangible things of
any kind.

                  C.  The   Consultant   acknowledges   and   agrees   that  all
copyrightable  Work Products  prepared by the Consultant within the scope of the
Consultant  acting as a consultant to the Company are "works made for hire" and,
consequently,  that the Company owns all copyrights  thereto  subject to Company
fulfilling  the  compensation  obligations  to  Consultant  as  provided in this
Agreement.

                  D. The Consultant hereby assigns, transfers and conveys to the
Company, without additional consideration, all of the Consultant's other rights,
title and interest  (including,  but not limited to, all patent,  copyright  and
trade secret  rights) in and to all Work  Products  prepared by the  Consultant,
whether  patentable  or not,  made or  conceived,  in whole  or in part,  by the
Consultant  within the scope of the  Consultant  acting as a  consultant  to the
Company,  or that  relate  directly  to,  or  involve  the use of,  Confidential
Information,  subject to Company  fulfilling  its  compensation  obligations  to
Consultant as provided in this Agreement.

                  E.  The  Consultant  will,  without  additional  compensation,
execute all assignments,  oaths,  declarations and other documents  requested by
the Company to effect and further  evidence the foregoing  assignment,  transfer
and  conveyance,  and agree to provide all reasonable  assistance to the Company
(at  the  Company's  expense)  to  provide  all  information,  documentation and
assistance  to the Company in perfecting, enforcing, defending or protecting any
or  all  of  the  Company's  rights  in  all  Work  Product.  subject to Company
fulfilling  its  compensation  obligations  to  Consultant  as  provided in this
Agreement

         15. INDEMNIFICATION BY THE CONSULTANT.

                  A. The Consultant  shall indemnify,  protect,  defend and save
and hold harmless the Company from and against any loss resulting to them from:

                                                                            -18-
(i)  All  liabilities  of  the  Consultant,   whether
accrued, absolute, contingent, or otherwise existing on the date of this
Agreement;
                           (ii) Any and all losses, liabilities, costs, damages,
or  expenses which Company may suffer, sustain or incur arising out of or due to
a  breach  by the Consultant of any covenant, representation or warranty made in
this  Agreement  or  from any misrepresentation and/or omission pursuant to this
Agreement;  and
                           (iii)  Any and all  claims  or  actions  against  the
Company,  and any and all costs, expenses, losses, including but not limited to,
arbitration  awards,  civil  judgments,  reasonable attorney fees and costs, and
court  or arbitration fees and costs, arising out of any act, or any omission of
Consultant  in  the performance of any duties or services, regardless of whether
said claim or action against the Consultant is individually dismissed, prior to,
or  at the arbitration hearing or court proceeding. The Company, in its sole and
absolute discretion, without the prior approval of the Consultant, may settle or
compromise any claim at any time. In the event the Consultant wishes to disagree
with such settlement, it may do so by filing a bond/or depositing into an escrow
account  for the benefit of the Company the amount of general damages alleged by
the  plaintiff  or  claimant  against  Company. In such event, the Company shall
agree  not  to  settle  the  claim  without  the  consent  of  the  Consultant.
                           (iv)  Any  and  all   losses,   claims,   damages  or
liabilities  to which the Company may become subject under the Securities Act of
1933,  as  amended,  (the  "Act")  or  otherwise  insofar as such losses, claims
damages or liabilities (or actions in respect thereof) arise out of or are based
upon violations of the Act, the Securities Exchange Act of 1934, as amended, and
the  rules  and  regulations thereunder and upon any untrue statement or alleged
untrue  statement  or  the  alleged  omission  to  state therein a material fact
required to be stated in any statements written or and made by the Consultant in
performing any of the Consulting Services pursuant to this Agreement, subject to
Company's  obligations  as  set  forth  in  Article  "8"  of  this  Agreement.

                  B. The  indemnification,  which is set  forth in this  Article
"15" of this  Agreement  shall be  deemed  to  include  not  only  the  specific
liabilities or obligations with respect to which such indemnity is provided, but
also all reasonable  costs,  expenses,  counsel fees, and expenses of settlement
relating  thereto,  whether or not any such  liability or obligation  shall have
been reduced to judgment.

                  C. If any  demand,  claim,  action or cause of  action,  suit,
proceeding or investigation is brought against the Company and/or the Consultant
to which the Company is entitled to indemnification  by the Consultant  pursuant
to this Article "15" of this  Agreement,  the Company  shall give prompt  notice
thereof to the  Consultant in accordance  with  Paragraph "C" of Article "20" of
this Agreement which notice shall contain a reasonably  thorough  description of
the  nature  and amount of the claim of  indemnification.  Upon  receipt of such
notice,  the  Consultant  shall  use all  reasonable  efforts  to  assist in the
vigorous  defense of any such  matter.  The failure of the Company to notify the
Consultant  of any  such  demand,  claim,  action  or  cause  of  action,  suit,
proceeding or investigation  shall not relieve the Consultant from any liability
which he may have under this Article "15" of this Agreement except to the extent
such failure to notify the Consultant prejudices the Consultant.

                                                                            -19-
16.  TIME  PERIODS  NOT  LIMITED.  Any period of time set forth in this
Agreement  shall not be construed to permit the  Consultant  to engage in any of
the prohibited  acts set forth in this Agreement  after such period if such acts
would otherwise be prohibited by any applicable statute or legal precedent.

         17. COMPANY. As used in this Agreement, "Company" shall mean CyberCare,
Inc., its successors and assigns,  and any of its present or future subsidiaries
or organizations controlled by it.

         18.  ASSIGNMENT.  The rights  granted  hereunder to the  Consultant are
personal in nature.  Any purported  transfer of any such rights, by operation of
law or otherwise,  not specifically  authorized pursuant to this Agreement shall
be void and shall also constitute a breach of this Agreement.

         19.  RELATIONSHIP.  Except as provided for in this  Agreement,  neither
party is the legal  representative or agent of, or has the power to obligate the
other for any purpose  whatsoever;  and no  partnership,  joint venture,  agent,
fiduciary,  or employment  relationship is intended or created by reason of this
Agreement.  It is the intent of the parties hereto that the Consultant  shall be
an independent contractor of the Company and not an employee of the Company.

         20. MISCELLANEOUS.

                  A. 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.

                  B. ENFORCEABILITY. If any provision which is contained in this
Agreement should,  for any reason, be held to be invalid or unenforceable in any
respect  under the laws of any State of the United  States,  such  invalidity or
unenforceability  shall  not  affect  any  other  provision  of this  Agreement.
Instead,  this Agreement shall be construed as if such invalid or  unenforceable
provisions had not been contained herein.

                  C.  NOTICES.  Any notice or other  communication  required  or
permitted  hereunder  must be in writing and sent by either (i) certified  mail,
postage prepaid,  return receipt  requested and First Class mail, (ii) overnight
delivery with confirmation of delivery, or (iii) facsimile  transmission with an
original mailed by first class mail, postage prepaid, addressed as follows:

         If to the Company:   CyberCare, Inc.
                              2500 Quantum Lakes Drive, Suite 1000
                              Boynton Beach, Florida 33426
                              Attention: Joseph Robert Forte
                              Facsimile No.: (561) 742-5002

                                                                            -20-
With a copy to:    Mintz & Fraade, P.C.
                            488 Madison Avenue
                            New York, New York 10022
                            Attention:  Frederick M. Mintz, Esq.
                            Facsimile No.: (212) 486-0701

         If to Consultant:  Mark Step
                            156-12 97th Street
                            Howard Beach, New York 11414

or in each case to such other  address and  facsimile  number as shall have last
been  furnished by like notice.  If mailing is  impossible  due to an absence of
postal  service,  and the other  methods  of  sending  notice  set forth in this
Paragraph "C" of this Article "20"of this Agreement are not otherwise available,
notice  shall be  hand-delivered  to the  aforesaid  addresses.  Each  notice or
communication  shall be deemed  to have  been  given as of the date so mailed or
delivered,  as the case may be;  provided,  however,  that  any  notice  sent by
facsimile shall be deemed to have been given as of the date sent by facsimile if
a copy of such  notice is also  mailed by first  class  mail on the date sent by
facsimile;  if the date of  mailing  is not the same as the date of  sending  by
facsimile,  then the date of mailing  by first  class mail shall be deemed to be
the date upon which notice given.

                  D.  GOVERNING  LAW.  This  Agreement  shall be  construed  and
enforced in accordance with, and the rights of the parties shall be governed by,
the laws of the State of New York  applicable  thereto and the parties submit to
the jurisdiction of the courts of the County of New York, State of New York. The
parties agree that they shall be deemed to have agreed to binding arbitration in
New York,  New York,  with respect to the entire  subject  matter of any and all
disputes relating to or arising under this Agreement. Any such arbitration shall
be by a panel of three  arbitrators  and pursuant to the  commercial  rules then
existing of the American  Arbitration  Association  in the State of New York. In
all  arbitrations,  judgment  upon the  arbitration  award may be entered in any
court having jurisdiction.  The parties specifically designate the Courts in the
City of New York,  State of New York as properly having venue for any proceeding
to confirm  and enter  judgment  upon any such  arbitration  award.  The parties
hereby consent to and submit to personal  jurisdiction  over each of them by the
Courts  of the State of New York in any  action or  proceeding  to  enforce  the
arbitration   award,   waive  personal  service  of  any  and  all  process  and
specifically  consent  that in any such  action or  proceeding,  any  service of
process may be effectuated  upon any of them by certified  mail,  return receipt
requested,  pursuant to  Paragraph  "C" of Article "20" of this  Agreement.  The
parties agree,  further,  that the prevailing  party in any such  arbitration as
determined  by the  arbitrators  shall be entitled to such costs and  attorney's
fees,  if any,  in  connection  with such  arbitration  as may be awarded by the
arbitrators; provided, however, that if a proceeding is commenced to confirm and
enter a  judgment  thereon  by the  Courts  of the  State  of New  York and such
application  is  denied,  no such  costs or  attorneys  fees  shall be paid.  In
connection with the arbitrators'  determination  for the purpose of which party,
if any, is the prevailing party, they shall take into account all of the factors
and circumstances including, without limitation, the relief sought, and by whom,
and the relief, if any, awarded,  and to whom. In addition,  and notwithstanding

                                                                            -21-
the foregoing  sentence,  a party shall not be deemed to be the prevailing party
in a claim seeking monetary damages,  unless the amount of the arbitration award
exceeds  the amount  offered in a legally  binding  writing  signed by the other
party by fifteen (15%)  percent or more.  For example,  if the party  initiating
arbitration  ("A") seeks an award of $10,000 plus costs and expenses,  the other
party ("B") has offered A $5,000 prior to the  commencement  of the  arbitration
proceeding,  and the arbitration  panel awards any amount less than $5,750 to A,
the panel should determine that B has "prevailed."

                  E.  ENTIRE   AGREEMENT.   The   parties   have  not  made  any
representations,  warranties  or covenants  with  respect to the subject  matter
hereof which is not set forth herein, and this Agreement  constitutes the entire
agreement  between  them  with  respect  to  the  subject  matter  hereof.   All
understandings and agreements heretofore had between the parties with respect to
the subject  matter  hereof are merged in this  Agreement  which alone fully and
completely  expresses  their  agreement.  This  Agreement  may  not be  changed,
modified, extended, terminated or discharged orally, but only by an Agreement in
writing, which is signed by all of the parties to this Agreement.

                  F. FURTHER  ASSURANCES.  The parties  agree to execute any and
all such other further  instruments and documents,  and to take any and all such
further actions which are reasonably required to consummate,  evidence,  confirm
or effectuate this Agreement and the intents and purposes hereof.

                  G. BINDING AGREEMENT. This Agreement shall be binding upon and
inure  to  the  benefit  of the  parties  hereto  and  their  heirs,  executors,
administrators, personal representatives, successors and assigns.

                  H. WAIVER.  Except as otherwise  expressly provided herein, no
waiver of any  covenant,  condition,  or  provision of this  Agreement  shall be
deemed to have been made  unless  expressly  in writing  and signed by the party
against whom such waiver is charged;  and (i) the failure of any party to insist
in any  one  or  more  cases  upon  the  performance  of any of the  provisions,
covenants or  conditions  of this  Agreement  or to exercise  any option  herein
contained shall not be construed as a waiver or relinquishment for the future of
any such provisions, covenants or conditions, (ii) the acceptance of performance
of anything  required by this  Agreement to be performed  with  knowledge of the
breach or failure of a covenant,  condition  or  provision  hereof  shall not be
deemed a waiver of such breach or  failure,  and (iii) no waiver by any party of
one breach by another  party shall be  construed as a waiver with respect to any
other breach of this Agreement.

                  I. COUNTERPARTS. This Agreement may be executed simultaneously
in one or more counterparts,  each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

                                                                            -22-
J. SEPARATE COUNSEL.  The Consultant has been advised by Mintz
& Fraade, P.C. ("M & F") to retain counsel in connection with this Agreement.  M
& F has advised the  Consultant  that it would  postpone  the  execution of this
Agreement in order to give the Consultant the opportunity to obtain counsel. The
Consultant has  determined to proceed and execute this  Agreement  without being
represented by counsel.

         IN WITNESS WHEREOF,  the parties to this Agreement have set their hands
and seals or caused these  presents to be signed of the day and year first above
written.

                                               CyberCare, Inc.

                                      By:      /S/ JOSEPH ROBERT FORTE
                                               ---------------------------
                                               Joseph Robert Forte, President

                                                /S/ MARK STEP
                                                -------------------------
                                                Mark Step, Also known as
                                                Mark Stepniewsky

                                                                            -23-
Exhibit 4.1

                            SECRETARY'S CERTIFICATION
                                      -OF-
                                 CYBERCARE, INC.

         I, Alan Adelson, do hereby certify that:

         1. I am  the  Secretary  of  CyberCare,  Inc.  (the  "Corporation"),  a
corporation  duly  organized and existing under and by virtue of the laws of the
State of Florida.

         2. The  following  resolution  was adopted by the Board of Directors of
the  Corporation  on January  29, 2003 which was  recorded in the  Corporation's
Minute Book and I hereby  certify that the same is a true,  correct and complete
copy thereof, and that the same has not been rescinded or modified:

                  RESOLVED,  that the Board of  Directors  hereby  ratifies  the
         Agreement  dated January 28, 2003, a copy of which is annexed hereto as
         Exhibit  "A",  which  provides  for the initial  issuance of  2,500,000
         shares  of  the  Corporation's   common  stock  to  the  Consultant  as
         compensation for consulting services rendered during the 6 month period
         which  commenced  November 1, 2002 and ends April 30,  2003,  and which
         further  provides for the Consultant to receive Five Thousand  ($5,000)
         Dollars  per  month,  or  the  equivalent  thereof  in  shares  in  the
         Corporation,  for each month of continuing  services rendered under the
         agreement.

                  RESOLVED,  that the officers of the  Corporation,  and each of
         them, are hereby authorized and empowered, in the name and on behalf of
         the Corporation,  to execute such documents and to take such additional
         action as they or any of them may deem  necessary or desirable in order
         to implement the intents and purposes of all the foregoing resolutions.

         IN  WITNESS  WHEREOF,  I have  hereunder  set my hand and  affixed  the
corporate seal as of the 24th day of February 2003.

                                                 /S/ ALAN ADELSON
                                                 ---------------------
                                                 Alan Adelson, Secretary

                                                                            -24-
Exhibit 5:

                                                              March 17, 2003
CyberCare, Inc.
2500 Quantum Lakes Drive
Suite 1100
Boynton Beach, FL 33426
                                       Re:      OPINION OF MINTZ & FRAADE, P.C.

Gentlemen:

         We are rendering  this opinion to you in  connection  with the offering
(the  "Offering")  of  3,500,000  shares  of  Common  Stock  (the  "Shares")  of
CyberCare,  Inc. (the "Company"), a Florida corporation,  which are to be issued
in consideration  for consulting  services rendered to the Company pursuant to a
Registration  Statement  filed  with  the  Securities  and  Exchange  Commission
pursuant to Form S-8 of the Securities Act of 1933, as amended (the "Act").

         In connection with rendering this opinion we have examined originals or
copies of the following documents,  instruments and agreements (collectively the
"Documents"):

                           a) the Articles of Incorporation of the Company,  and
                           any amendments,  as filed with the Secretary of State
                           of Florida;

                           b) the By-Laws of the Company; and

                           c) the Secretary's Certification approving the filing
                           of a Form S-8 Registration  Statement registering the
                           Shares issued to the Consultant;

         In  our  examination,  we  have  assumed,  without  investigation,  the
authenticity  of  the  Documents,  the  genuineness  of  all  signatures  to the
Documents, the legal capacity of all persons who executed the Documents, the due
authorization  and valid  execution  by all parties to the  Documents,  that the
Agreement  constitutes a valid and legally  binding  agreement and obligation of
all parties  thereto,  the  authenticity  of all  Documents  submitted  to us as
originals,   and  that  such   Documents  are  free  from  any  form  of  fraud,
misrepresentation,  duress  or  criminal  activity,  and the  conformity  of the
originals  of  the  Documents  which  were  submitted  to  us  as  certified  or
photostatic copies.

         Solely  for  purposes  of this  opinion,  you  should  assume  that our
investigation  was and will be  limited  exclusively  to those  items  which are
specifically  set forth in this  opinion and that no further  investigation  has
been or will be  undertaken  and that we have only reviewed and will only review
the Documents which are specifically designated in this opinion.

                                                                            -25-
In rendering this opinion,  we have assumed the legal competency of all
parties to the Documents and the due  authorization,  valid execution,  delivery
and acceptance of all Documents by all parties thereto.

         Based upon the  foregoing  and in reliance  thereof,  it is our opinion
that,  subject to the limitations set forth herein, the Shares to be issued will
be duly and validly authorized,  legally issued,  fully paid and non-assessable.
This opinion is expressly limited in scope to the Shares enumerated herein which
are to be expressly  covered by the referenced  Registration  Statement and does
not cover subsequent issuances of shares, pertaining to services to be performed
in the future  (such  transactions  are  required to be included in either a new
Registration  Statement  or a  Post  Effective  Amendment  to  the  Registration
Statement including updated opinions).

         The  Securities  and  Exchange  Commission  (the  "SEC")  or any  state
regulatory authority could disagree with our opinion. Moreover, no assurance can
be given that there will not be a change in existing  law or that the SEC or any
state regulatory authority will not alter its present views either prospectively
or  retroactively  or adopt new views  with  respect  to any  matters  which are
summarized above and those matters upon which we have rendered our opinion.

         The  opinions  set forth herein are limited to the laws of the State of
New York,  the General  Corporation  Law of the State of Florida and the federal
laws of the  United  States,  and we  express  no  opinion  on the effect on the
matters covered by this opinion of the laws of any other jurisdiction.

         This  opinion is rendered  solely for the benefit of you in  connection
with the transaction described herein and may not be delivered to or relied upon
by any other person without our prior written consent.

                                               Very truly yours,

                                               Mintz & Fraade, P.C.

                                               By:/S/ ALAN P. FRAADE
                                                  ----------------------
                                                  Alan P. Fraade
APF/jsz

                                                                            -26-