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                                                                   Exhibit 10.17


                  SETTLEMENT AGREEMENT & MUTUAL GENERAL RELEASE

         THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (the "Agreement"),
entered into this January 19, 2001, by and amount WARREN R. FEDERGREEN, M.D.,
P.A., a Florida professional corporation (the "P.A."), WARREN R. FEDERGREEN,
M.D. and SUSAN FEDERGREEN, individually and as Shareholders of P.A.
(collectively, "Federgreen"), and METCARE OF FLORIDA, INC., a Florida
corporation and wholly owned subsidiary of Metropolitan Health Networks, Inc.
(collectively, "Metcare").

         WHEREAS, the Seller is engaged in the business of providing medical
services and related activities, such activities are hereby being referred to as
the "Practice."

         WHEREAS, in or about December 30, 1999, Federgreen and Metcare entered
into written contracts that included, but not limited to, an Asset Purchase
Agreement (the "Agreements").

         WHEREAS, the parties have decided in good faith to dissolve any and all
said Agreements executed and have mutually agreed to execute this Agreement as
evidenced of thereof.

         NOW, THEREFORE, the parties agree as follows:

         1.       Upon the execution of this Settlement Agreement and Mutual
                  General Release by all parties, in consideration for any and
                  all remaining amount due to Seller pursuant to said Asset
                  Purchase Agreement, Metcare of Florida will pay Federgreen a
                  sum totoal of [$40,000].

         2.       The form of payment is as follows:

                  a.       $13,000 in cash in three equal [monthly] installments
                           commencing February 15, 2001.
                  b.       The remaining balance of $27,000 will be paid in the
                           form of 14,000 shares of common stock of Metropolitan
                           Health Networks, Inc. at a mutually agreed value of
                           $2.00, ( the "Shares"); the Shares will be issued
                           pursuant to Rule 144 of the SBC with registration
                           rights upon the first registration filing by
                           Metropolitan Health Networks, Inc., after the date
                           hereof; provided, the registration will be no later
                           than 180 days after the execution of this Agreement;


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         3.       In consideration for the mutual relinquishment of their
                  respective rights and the payments hereunder, the parties
                  agree to hereby remise, release, acquit, satisfy and forever
                  discharge each other of and from all manner of actions, causes
                  of action, suits, debts, sums of money, agreements, promises,
                  damages, judgments, claims and demands whatsoever in law or in
                  equity, either known or unknown, which they ever had or now
                  have upon or by reason of any matter, cause or thing
                  whatsoever pursuant to the Asset Purchase Agreement, executed
                  as set forth herein, or any other matter.

         4.       The parties agree and consent that this Agreement shall be
                  binding on all the parties and upon their heirs,
                  administrators, representatives, executors, successors and
                  assigns and shall inure to their benefit and to that of their
                  heirs, administrators, representatives, executors, successors
                  and assigns.

         5.       The parties agree that in consideration for the payments and
                  promises herein, no arbitration or legal action will be filed.
                  If Metcare fails to make payment or otherwise is in violation
                  of the Agreement, the non compete Agreement shall have no
                  effect. Any and all causes of action and any and all defenses
                  to that action is barred and forever discharged. The parties
                  understand and agree that this Agreement shall be governed by
                  and construed in accordance with the laws of the State of
                  Florida without reference to its conflict of laws provisions.
                  Notwithstanding the foregoing, jurisdiction for litigation of
                  any dispute, controversy or claim, if any, arising out of or
                  in connection with this Settlement shall be in the State of
                  Florida and the parties agree to submit jurisdiction of said
                  court for litigation of any dispute. The prevailing party in
                  any action brought to enforce the terms of this Agreement
                  shall be entitled to recover its attorneys' fees and costs
                  incurred.

         6.       Each party represents and warrants to each other party that it
                  has full power, authority and legal right to execute this
                  document on its own behalf and any other corporate party that
                  may be involved herein. Moreover, each party represents to
                  each other that is has not executed this Agreement or any
                  document required to be executed pursuant to this Agreement
                  under any duress, under pressure, or fraud and that each party
                  hereby expressly agrees to be legally and equitably bound by
                  the express terms, or representations, warranties, covenants
                  and conditions contained herein.

         7.       The parties expressly acknowledge, understand and agree that
                  this Agreement provided herein is in the best interest of both
                  parties, is being entered into for the purpose of avoiding
                  additional litigation and in compromise of disputed claims,
                  and that with the exception of the terms and limitations set
                  forth in this Agreement, nothing herein shall be construed or





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                  offered as an admission of liability on behalf of any party or
                  with respect to any claim asserted by, or against any party.

         8.       This Agreement represents the entire understanding and
                  agreement of the Parties hereto and all prior negotiations,
                  discussions and representations are deemed merged into the
                  terms, provisions, and conditions hereof provided, however
                  that notwithstanding anything contained herein to the
                  contrary, all representation and warranties by Federgreen set
                  forth in the Asset Purchase Agreement dated December 30, 1999,
                  shall be incorporated herein by reference and made a part
                  hereof. This Agreement may be executed in separate
                  counterparts, which together shall make the entirety of the
                  Agreement.

         9.       The parties hereby represent to each other that they fully
                  understand their right to review all aspects of this Agreement
                  with an attorney or counsel, and have carefully read and fully
                  understand all the provisions of this Agreement, and that they
                  have freely, knowingly and voluntarily entered into this
                  Agreement.

                                   * * * * * *






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         IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the date first written above.

                                       WARREN R. FEDERGREEN, M.D., P.A.



                                       By: /s/ Warren R. Federgreen
                                           -------------------------------------
                                               Warren R. Federgreen, President



                                       WARREN R. FEDERGREEN, M.D.



                                       By: /s/ Warren R. Federgreen
                                           -------------------------------------
                                               Warren R. Federgreen, M.D.

                                       Title: President
                                             -----------------------------------


                                       SUSAN FEDERGREEN



                                       /s/ Susan Federgreen
                                       -----------------------------------------



                                       METCARE OF FLORIDA, INC.



                                       By: /s/ Debra Finnel
                                           -------------------------------------

                                       Name: Debra Finnel
                                            ------------------------------------

                                       Title: COO
                                              ----------------------------------





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