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                                                                   EXHIBIT 10.20

                               _________ Warrants


                        WARRANT CERTIFICATE FOR PURCHASE
                                 OF COMMON STOCK

                       METROPOLITAN HEALTH NETWORKS, INC.

         This certifies that FOR VALUE RECEIVED, in connection with
__________________ dated ________________, _________________ or registered
assigns (the "Registered Holder") is the owner of the number of Warrants
("Warrants") specified above. Each Warrant represented hereby entitles the
Registered Holder to purchase, subject to the terms and conditions set forth in
this Warrant Certificate, one fully paid and nonassessable share of Common
Stock, par value $.001 per share ("Common Stock"), of METROPOLITAN HEALTH
NETWORKS, INC., a Florida corporation (the "Company") at any time commencing
______________, and expiring on the Expiration Date (as hereinafter defined),
upon the presentation and surrender of this Warrant Certificate with appropriate
instructions duly executed, at the corporate office of the Company accompanied
by payment of _______ per share (subject to adjustment as described hereunder)
(the "Purchase Price") in the lawful money of the United States of America in
cash or by official bank or certified check made payable to the Company.

         The Purchase Price or the number of shares of Common Stock subject to
purchase upon the exercise of each Warrant represented hereby are subject to
modification or adjustment for any stock splits made after issuance.

         Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional shares of Common Stock will be issued. In
the case of the exercise of less than all the Warrants represented hereby, the
Company shall cancel this Warrant Certificate upon the surrender hereof and
shall execute and deliver a new Warrant Certificate of Warrant Certificates of
like tenor, which the Warrant Agent shall countersign, for the balance of such
Warrants.

         This Warrant share expire on _______________. If such date in the State
of Florida be a holiday or a day on which banks are authorized to close, then
the Expiration Date shall mean 5:00 p.m. (Florida time) the next following day
which in the State of Florida is not a holiday or a day on which banks are
authorized to be closed.

         The Company shall not be obligated to deliver any securities pursuant
to the exercise of the Warrants represented hereby unless a registration
statement under the Securities Act of 1933, as amended, with respect to such
securities is effective. The Company has covenanted and agreed that it will file
a registration statement and will use its best efforts to cause the same to
become effective and to keep such registration statement current while any of
the Warrants are outstanding. The Warrants represented hereby shall not be
exercisable by a Registered Holder in any state where such exercise would be
unlawful.

         This Warrant Certificate is exchangeable, upon the surrender hereof by
the Registered Holder at the corporate office of the Company, for a new Warrant
Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new


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Warrant Certificates to represent such number of Warrants as shall be designated
by such Registered Holder at the time of such surrender. Upon due presentment,
with any tax or other governmental charge imposed in connection therewith, for
registration of transfer of this Warrant Certificate at such office, a new
Warrant Certificate or Warrant Certificates representing an equal aggregate
number of Warrants will be issued to the transferee in exchange therefore.

         Prior to the exercise of any Warrant represented hereby, the Registered
Holder shall not be entitled to any rights of a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends or
other distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.

         The Company agrees to include in any subsequent and eligible
Registration Statement registration of the underlying shares represented in this
warrant certificate.

         Prior to due presentment for the registration of transfer hereof, the
Company may deem and treat the Registered Holder as the absolute owner hereof
and of each Warrant represented hereby (notwithstanding any notations of
ownership or writing hereon made by anyone other than a duly authorized officer
of the Company) for all purposes and shall not be affected by any notice to the
contrary.

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

         IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed, manually or in facsimile, and a facsimile of its corporate
seal to be imprinted hereon.

                                          METROPOLITAN HEALTH NETWORKS, INC.



         Dated:                           By:
                  ------------               -----------------------------------
                                          Name:  David Gartner
                                          Title: Chief Financial Officer



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