8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    Form 8-K

                                 CURRENT REPORT

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

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


Date of Report (Date of earliest event reported):  June 7, 2002



                                 CYBERCARE, INC.
                                 ---------------
             (Exact name of registrant as specified in its charter)



           FLORIDA                      0-20356              65-0158479
- -------------------------------------------------------------------------------
(State or other jurisdiction    (Commission File Number)   (IRS Employer ID
      of incorporation)                                          Number)



       2500 QUANTUM LAKES DRIVE, SUITE 1000, BOYNTON BEACH, FLORIDA 33426
       ------------------------------------------------------------------
                    (Address of principal executive offices)



Registrant's telephone number, including area code: 561-742-5000



Item 5. Other Events

On June 7, 2002, the Registrant entered into a non-binding Letter of Intent with
iBX Group, Inc. to sell the physical therapy and rehabilitation business and the
pharmacy business of the Registrant. The transaction is subject to various
conditions, including, but not limited to, satisfactory due diligence,
definitive documents, third party consents, and financing. There is no assurance
that the transaction will be consummated or, if consummated, on the terms set
forth in the Letter of Intent.

Attached as Exhibit 99.1 is a copy of the Letter of Intent.

Item 7. Financial Statements and Exhibits

        (a) Exhibit

            EXHIBIT NUMBER                    DESCRIPTION

                99.1           Letter of Intent entered into as of June 7, 2002



SIGNATURE

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



Date: June 21, 2002                       By: /s/ DANA J. PUSATERI
                                             ------------------------
                                             Dana J. Pusateri
                                             Executive Vice President

EX-99.1

                                                                 iBX Group, Inc.
                                                              350 NW 12th Avenue
                                                       Deerfield Beach, FL 33442
                                                                    561.998.3020
                                                                    561.998.3021
                                                                   info@ibxg.com
[LOGO] -------------------------------------------------------------------------


                                LETTER OF INTENT

This Letter of Intent (the "LETTER") is entered into as of June 7, 2002 (the
"EFFECTIVE DATE") by and between CyberCare, Inc. ("CyberCare") and iBX Group,
Inc. ("iBX"), iBX and CyberCare are otherwise referred to individually as a
"Party" and collectively as the "Parties".

    1.  iBX has indicated a desire to purchase the Physical Therapy and
Rehabilitation business and the Pharmacy business of CyberCare through the
acquisition of all of the issued & outstanding stock of the operating
subsidiaries of CyberCare comprising such businesses ("Targets") under
terms substantially similar to those set forth in EXHIBIT A attached hereto
(the "TERM SHEET").

    2.  The Parties agree to use their mutual best commercial efforts to
consummate the transaction described in the Term Sheet (the "Transaction")
not later than 30 days following the completion of the due diligence period
(the "CLOSING DATE"). The due diligence period will start upon the Effective
Date of this letter and continue for thirty (30) days.

    3.  The Parties intend to negotiate in good faith and enter into a
definitive agreement (the "Definitive Agreement") within thirty (30) days of
the Effective Date hereof, which is satisfactory to their respective legal
counsel and which will include reasonable representations, warranties,
covenants, conditions, indemnification and other terms as are usual and
customary in a transaction of this nature. The Definitive Agreement will
reflect the terms delineated in the Term Sheet, as may be modified by the
parties by mutual consent.

    4.  Subject to the foregoing, the Transaction contemplated hereby shall
be consummated at a closing (the "CLOSING") to be held at a time and place
mutually agreed upon by the Parties. The Closing shall be subject to, among
others, each of the following conditions:

    (a)  The Transaction shall have been approved by the respective Boards of
    Directors of each Party.

    (b)  All necessary or appropriate approvals or consents of third parties
    shall have been obtained.

    (c)  There shall not be in effect on the Closing Date any injunction,
    order or other decree by any court or governmental body or any material
    pending or threatened litigation or proceeding prohibiting, restraining
    or otherwise preventing the consummation of the transactions contemplated
    hereby.

    (d)  There shall not have been any material adverse change in the assets,
    liabilities or business of the Targets which are the subject of the
    acquisition as in existence on the date hereof.

    (e)  All documents and instruments to be executed by the Parties shall
    have been approved by their respective legal counsel.

    (f)  CyberCare shall have provided iBX with three years of audited
    financial statements sufficient to satisfy iBX's requirements under the
    federal securities laws.

    (g)  CyberCare shall have obtained a "fairness opinion" supporting the
    purchase price of the transaction.



    5.  In the event that the Parties, despite their good faith efforts, are
unable to agree on and enter into the Definitive Agreement on or prior to the
end of the due diligence period or such later date as may be mutually agreed
upon, this Letter shall terminate and the Parties hereto shall thereafter
have no liability to each other, except as may arise from a breach of any
requirements under the Letter of Confidentiality previously entered into
between the Parties.

    6.  Each Party shall bear its own, legal, accounting and other expenses
in connection with this Letter of Intent, such Parties's due diligence
investigation and the proposed transactions, except as may otherwise be
expressly provided in the Definitive Agreement.

    7.  The agreements set forth in Section 5 shall be binding legal
obligations of the Parties hereto. All remaining portions of this Letter &
Term Sheet are not intended to and shall not be deemed to constitute binding
legal obligations.

    8.  Neither the CyberCare nor iBX shall disclose the terms or conditions
of this letter or the fact of its making to any person other than their
attorneys, accountants, and Board of Directors except as required by law.

    9.  Except as and to the extent required by law, without the prior
written consent of the other party, no press release or other announcement or
disclosure shall be made with respect to this letter or the transactions
contemplated hereby. The Parties acknowledge that since each company is a
publicly-traded company that it may have the obligation to make public
disclosure of this letter of intent. If a Party is required by law to make
any such disclosure, it must first provide to the other Party the content of
the proposed disclosure and the time and place that the disclosure will be
made.

    10. During the period from the date of this letter until the Closing
Date, CyberCare shall operate the businesses of the Targets in the ordinary
course.

    This Letter shall be governed by and construed in accordance with the
laws of the State of Florida.

    IN WITNESS WHEREOF, the parties are entering into this Letter of Intent
as of the Effective Date specified above.

iBX Group, Inc.                        CyberCare, Inc.

By: /s/ Evan Brovenick                 By: /s/ DANA J. PUSATERI
    -----------------------------         -----------------------------
    Evan Brovenick, President              Dana J. Pusateri
                                           Executive Vice Presient



                                   EXHIBIT A

                                  TERM SHEET

1.  TRANSACTION DESCRIPTION.  iBX Group, Inc., a Florida corporation
    ("Buyer"), will acquire all the issued & outstanding stock (the "Stock") of
    the following subsidiaries of CyberCare, Inc. ("CyberCare"); (a) Physical
    Therapy and Rehabilitation, Inc. ("PTR"), (b) Physical Therapy and
    Rehabilitation of Central Florida, Inc. ("PTRC"), (c) Physical Therapy and
    Rehabilitation of South Florida, Inc. ("PTRS", and collectively with PTRC
    and PTR, the "Rehab Subsidiaries"), each of which are wholly-owned
    subsidiaries of Professional Healthcare Services, Inc., an intermediate,
    wholly-owned subsidiary of CyberCare ("PHI"), and (d) Pharmacy Care
    Specialists, Inc. ("PCS"). The Rehab Subsidiaries and the PCS are otherwise
    collectively referred to as the "Targets."

2.  PURCHASE PRICE.  The purchase price for the stock is Seven Million
    dollars ($7,000,000), to be paid at closing.

3.  CREDIT LINE.  iBX will assume the accounts receivable financing
    arrangements between PTR/PCS and Copelco, subject to terms required by
    Copelco or the Parties will otherwise make other arrangements to pay off
    the lines of credit as part of the closing as mutually agreed and obtain a
    release of CyberCare under all guarantees and or obligations in connection
    with accounts receivable financing. In addition certain other mutually
    agreed upon liabilities may be assumed by iBX.

4.  CLOSING.  The transaction is intended to be closed as soon as possible,
    but subject to CyberCare obtaining a fairness opinion supporting the
    purchase price, any regulatory approvals and notifications that may be
    required by either party (such as Medicare, Medicaid, pharmacy board,
    etc.) and any third party consents that may be necessary.

5.  INDEMNIFICATION.  CyberCare and PHI will indemnify iBX for claims related
    to the operation of business of the Rehab Subsidiaries and PCS which arise
    from acts or omissions occurring prior to closing, subject to reasonable
    caps and survival periods.

6.  TRANSITION SERVICES.  CyberCare will provide limited "transition
    services" to iBX to assist iBX its initial operation of the business of
    the Targets, as to be mutually determined by the parties.

8.  INSURANCE.  iBX will assume the obligation of providing health insurance
    for certain employees of the Targets under a separate group policy
    following the closing, and will obtain and maintain it own general
    liability and professional liability policies with respect to the
    businesses of the Targets.