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                                                                    EXHIBIT 10.1


           AMENDMENT TO MARKETING, DISTRIBUTION AND LICENSE AGREEMENT


      THIS AMENDMENT TO MARKETING DISTRIBUTION AND LICENSE AGREEMENT (this
"Amendment") is entered into as of December 27, 2001 (the "Amendment Date"), by
and between CyberCare Technologies, Inc., a Georgia corporation ("CyberCare"),
CyberCare International (B.V.I.) Limited, a corporation organized and existing
under the laws of the British Virgin Islands ("International"), and
CyberAmericare, Inc., a Delaware corporation ("Americare").

                              W I T N E S S E T H:

      WHEREAS, the parties entered into that certain Marketing, Distribution and
License Agreement made as of October 11, 2001 (the "Agreement"); and

      WHEREAS, the parties wish to amend the terms of the Agreement as set forth
below.

      NOW, THEREFORE, for mutual and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:

                                     TERMS:

      1. All terms and conditions of the Agreement not specifically amended by
the terms of this Amendment shall remain in full force and effect between the
parties pursuant to the Agreement, the terms of which the parties hereby
reaffirm. All defined terms in the Agreement shall have the same meaning in this
Amendment, unless otherwise stated.

      2. Section 3.3 of the Agreement is hereby amended to extend the "Reserve
Period" for a period of six (6) months from the Amendment Date.

      3. Section 9.1.1 of the Agreement is hereby amended to entirely replace
and supersede clause (a) of the definition of "Availability Date" with the
following: "(a) March 31, 2002, or".

      4. Section 11 of the Agreement is hereby amended to extend the "Financing
Period" until March 15, 2002.

      5. This Amendment, together with the Agreement, constitutes and represents
the entire agreement between the parties hereto and supersedes any prior
understandings or agreements, written or verbal, between the parties hereto
respecting the subject matter herein. This Amendment may be amended
supplemented, modified or discharged only by an agreement in writing executed by
all the parties hereto.



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      IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute this Agreement on the date first written above.


CYBERCARE TECHNOLOGIES, INC.,
a Georgia corporation


By:    /s/ DANA J. PUSATERI
       ---------------------------
Name:  DANA J. PUSATERI
       ---------------------------
Title: SENIOR VICE PRESIDENT
       ---------------------------



CYBERCARE INTERNATIONAL LIMITED,             CYBERAMERICARE, INC.,
a British Virgin Islands corporation         a Delaware corporation



By:    /s/ ARTHUR KOBRIN                     By:    /s/ JACK HIGHT
       ---------------------------                  ------------------------
Name:  ARTHUR KOBRIN                         Name:  JACK HIGHT
       ---------------------------                  ------------------------
Title:                                       Title: CHAIRMAN
       ---------------------------                  ------------------------




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