Tender Loving Care

Form:8-K Filing Date:2/13/2004
Continuecare Corp
Exhibit 2.2
Re: Sunset Harbor Home Health, Inc., a Florida corporation ("Sunset
Harbor")

This Letter Agreement is entered into as of the 15th day of December, 2003,
by and between Sunset Harbor and TLC Medicare Services of Dade, Inc. d/b/a
Tender Loving Care ("Tender Loving Care").

Sunset Harbor owns and operates a Medicare certified home health agency in
Miami-Dade County, Florida (the "Business"). Upon a future date, which is to be
determined, Sunset Harbor intends to transfer its Medicare fee-for-service
component of its Business. As consideration for the transfer of the Medicare
fee-for-service component of the Business, Tender Loving Care, subject to the
terms and conditions of this Letter Agreement, will hire certain employees of
Sunset Harbor thereby eliminating Sunset Harbor's cost and liability associated
with payroll, benefits and severance of those certain employees. Tender Loving
Care will not acquire any of the assets or liabilities of the Business, other
than those specifically detailed in this Letter Agreement.

....................

Sincerely,
TLC Medicare Services of Dade,
Inc. d/b/a Tender Loving Care
By: /s/ James K. Happ
James K. Happ,
Chairman and CEO