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                                                                   EXHIBIT 10.12

                              CONSULTING AGREEMENT

         This Consulting Agreement (this "Agreement") is made as of March 1,
2001, between Metropolitan Health Networks, Inc., a Florida Corporation (the
"Company"), and The Shemano Group, a California Corporation ("Shemano"). Shemano
and the Company agree:

         I.       ENGAGEMENT OF SHEMANO AS FINANCIAL ADVISOR.

                  A.       DUTIES. The Company hereby engages Shemano, and
                           Shemano hereby accepts such engagement, to act as a
                           non-exclusive financial advisor to the Company. In
                           such capacity, Shemano shall be available for advice,
                           and shall advise the Company with respect to such
                           financial matters as the Company shall from time to
                           time request in writing, including matters relating
                           to (a) capital raising, whether from institutional
                           and other investors or lenders or from the private
                           placement of debt instruments or equity securities,
                           (b) public offerings of"debt or equity, (c) structure
                           of debt or equity financings, (d) subject to
                           subsection I (c) below, mergers and acquisitions and
                           other business ventures, (e) stockholder and
                           securities dealer relations, (f) commercial banking
                           relations, and (g) preparation of corporate finance
                           report. It is expressly understood and agreed that
                           Shemano will not have any obligation to conduct, or
                           cause to be conducted, due diligence with respect to
                           the Company or any transaction or proposed
                           transaction involving the Company.

                  B.       COMPENSATION FOR FINANCIAL ADVISORY SERVICES.

                           ln consideration for the services rendered by Shemano
                           for its financial advisory services, the Company
                           shall (1) immediately deliver to Shemano 200,000
                           warrants to purchase shares of Metropolitan Health
                           Networks, Inc. at $2.25 (subject to equitable
                           adjustment for stock splits, stock dividends and
                           similar events). The warrants shall vest 100% on the
                           date of grant. The company shall, within ninety days
                           of the closing of the Offering, prepare and file with
                           the Securities and Exchange Commission ("SEC') a
                           registration statement with respect to such
                           Registerable Securities and use it best efforts to
                           cause such registration to become effective. Upon the
                           effectiveness of the Registration Statement, the
                           Metropolitan Health Networks common stock which
                           Shemano will receive as a result of exercising the
                           above warrants shall have no restrictions such that
                           they are freely tradable common shares.


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                  C.       COMPENSATION FOR ADVICE ON MERGER AND ACQUISITIONS.
                           If the Company requests Shemano's assistance with
                           regard to any merger or acquisition, the Company will
                           pay Shemano on a project by project basis according
                           to terms and conditions customary in the industry for
                           similar projects, such fee to be agreed to in writing
                           prior to the commencement of each assignment.

                  D.       TERMINATION OF AGREEMENT. Either party may terminate
                           this agreement by notifying the other party in
                           writing upon a material breach by the other party,
                           unless such breach is curable and is in fact cured
                           within 15 days after such notice. This Agreement will
                           terminate after 12 months from its execution. Either
                           party may terminate this Agreement with 30 days'
                           prior written notice.

                  E.       INDEMNIFICATION. The Company warrants and represents
                           that all -al communications, written documents or
                           materials furnished to Consultant by the Company are
                           accurate, and the financial affairs, operations,
                           profitability and strategic planning of the Company
                           are in accordance with information provided to it by
                           the Company. The Consultant may rely upon the
                           accuracy of the information provided by the Company
                           without independent investigation. The Company and
                           Consultant will each protect, indemnify and hold each
                           other harmless against any claims or litigation
                           including any damages, liability, cost and reasonable
                           attorney's fees as incurred 'in connection with this
                           engagement arising out of the acts or omissions of
                           the other party.

                  F.       NOTICES. Any notice, consent, authorization or other
                           communication to be given hereunder shall be in
                           writing and shall be deemed duly given and received
                           when delivered personally, three days after being
                           mailed by first class, or one day after being sent by
                           a nationally recognized overnight delivery service,
                           charges and postage prepaid, properly addressed to
                           the party to receive such notice, at the following
                           address for such party (or at such other address as
                           shall hereafter be specified by such party by like
                           notice):

                           (A)      If to the COMPANY to:

                                    Metropolitan Health Networks, Inc.
                                    Fred Sternberg, President & Chief
                                      Executive Officer
                                    500 Australian Avenue South, Suite 1000
                                    West Palm Beach, FL 33401
                                    Phone (561) 805 8500
                                    FRED@METCARE.COM


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                           (B)      If to Shemano, to:

                                    Mr. Gary Shemano, President
                                    The Shemano Group, Inc.
                                    601 California Street, Suite 1150
                                    San Francisco, CA 94108
                                    Phone (415) 274-3200
                                    Fax (415) 274-3238
                                    GSHEMANO@SHEMANO.COM

                  G.       CONFIDENTIALITY OF COMPANY INFORMATION. Shemano, and
                           its officers, directors, employees and agents shall
                           maintain in strict confidence and not copy, disclose
                           or transfer to any other party (1) all confidential
                           business and financial information regarding the
                           Company and its affiliates, including without
                           limitation, projections, business plans, marketing
                           plans, product distribution, and terms or
                           identification of proposed or actual contracts and
                           (2) all confidential technology of the Company,
                           including without limitation, software, deliverables,
                           documentation designs, graphics, screens, interfaces,
                           linkages, keystroke sequences, programming
                           techniques, tools, methodologies, source code, object
                           code, programs, codes, algorithms, modules,
                           platforms, system architecture, file structures,
                           interfaces, the "look and feel" of the systems,
                           specifications, know-how, and trade secrets, research
                           and development reports, speed enhancement, graphics
                           storage, encryption and security techniques
                           (including all technology relating to electronic
                           commerce, gateway and Internet applications). In
                           furtherance of the foregoing, Shemano agrees that it
                           shall not transfer, transmit, distribute, download or
                           communicate, in any electronic, digitized or other
                           form or media, any of the confidential technology of
                           the Company. The foregoing is not intended to
                           preclude Shemano from utilizing any documents
                           prepared or approved by the Company for use in a
                           securities transaction or other financing
                           arrangement.

                           All communications regarding any possible
                           transactions, requests for due diligence or other
                           information, requests for facility tours, product
                           demonstrations or management meetings, will be
                           submitted or directed to Fred Sternberg, President &
                           CEO, and Shemano shall not contact any employees,
                           customers, suppliers or contractors of the Company or
                           its affiliates without express permission. Nothing in
                           this Agreement shall constitute a grant of authority
                           to Shemano or any representatives thereof to remove,
                           examine or copy any particular document or types of
                           information regarding the Company, and the Company
                           shall retain control over the particular documents or
                           items


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                           to be provided, examined or copies. If the
                           transaction is not consummated, or if at any time the
                           Company so requests, Shemano and its representatives
                           will return to the Company all copies of information
                           regarding the Company in their possession.

                           The provisions of this Section shall survive any
                           termination of this Agreement. Shemano acknowledges
                           that irreparable injury will be sustained by the
                           Company in the event of a violation by Shemano of any
                           of the provisions of this Section, and by reason
                           thereof, Shemano consents and agrees that the Company
                           shall be entitled to an injunction to be issued b any
                           court of competent jurisdiction restraining Shemano
                           and its representatives from committing or continuing
                           any such violation, without necessity of posting a
                           bond or proving special damages or irreparable
                           injury.

                  H.       EXPENSES ETC. In addition to any fees that may be
                           payable to Shemano under this Agreement, the Company
                           will reimburse Shemano for reasonable travel and
                           other out-of-pocket expenses incurred in performing
                           services directed hereunder with prior written
                           approval. Such expenses shall be submitted on a
                           monthly basis and reimbursed upon receipt.

                  I.       COMPLIANCE WITH LAWS. Shemano represents and warrants
                           that it is a registered broker/dealer with the SEC,
                           NASD and the State of California as and shall
                           maintain such registrations as well as all other
                           necessary licenses and permits to conduct its
                           activities under this Agreement which it shall
                           conduct in compliance with applicable federal and
                           state laws. Shemano represents that it is not a party
                           to any other agreement, which would conflict with or
                           interfere with the terms and conditions of this
                           Agreement.

                  J.       INDEPENDENT CONTRACTOR. Shemano is and will hereafter
                           act as an independent contractor and consultant to
                           the company and not as an employee of the Company and
                           nothing in this Agreement shall be interpreted or
                           construed to create any employment, partnership,
                           joint venture, or other relationship between Shemano
                           and the Company. Shemano will not hold itself out as
                           having, and will not state to any person that Shemano
                           has, any relationship with the Company other than an
                           independent contractor, Shemano shall have no right
                           of power to find or create any liability or
                           obligation for or in the name of the Company or to
                           sign any document on behalf of the Company.

                  K.       ASSIGNMENT PROHIBITED. No assignment of this
                           Agreement shall be made without the prior written
                           consent of the other party.


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                  L.       AMENDMENTS. Neither party may amend this Agreement or
                           rescind provisions without the prior written consent
                           of the other party.

                  M.       GOVERNING LAW. This Agreement shall be deemed to have
                           been made in the State of California and shall be
                           construed, and the rights and liabilities determined,
                           in accordance with the law of the State of
                           California, without regard to the conflicts of laws
                           rules of such jurisdiction.

                  N.       WAIVER. Neither Shemano's nor the Company's failure
                           to insist at any time upon strict compliance with
                           this Agreement or any of its terms nor any continued
                           course of such conduct on their part shall constitute
                           or be considered a waiver by Shemano or the Company
                           of any of their respective rights or privileges under
                           this Agreement.

                  O.       SEVERABILITY. If any provision herein is or should
                           become inconsistent with any present or future law,
                           rule or regulation of any sovereign government or
                           regulatory body having jurisdiction over the subject
                           matter of this Agreement, such provision shall be
                           deemed to be rescinded or modified in accordance with
                           such law, rule or regulation. In all other respects,
                           this Agreement shall continue to remain in full force
                           and effect.

                  P.       COUNTERPARTS. This Agreement may be executed in one
                           or more counterparts, each of which shall be deemed
                           an original, and will become effective and binding
                           upon the parties at such times as all of the
                           signatories hereto have signed a counterpart of this
                           Agreement. All counterparts so executed shall
                           constitute one Agreement binding on all of th parties
                           hereto, notwithstanding that all of the parties are
                           not signatory to the same counterpart. Each of the
                           parties hereto shall sign a sufficient number of
                           counterparts so that each party will receive a fully
                           executed original of this Agreement.

                  Q.       ENTIRE AGREEMENT. This Agreement constitutes the
                           entire agreement between the Company and Shemano. No
                           other agreements, covenants, representations or
                           warranties, express or implied, oral or written, have
                           been made by any party hereto any other party
                           concerning the subject matter hereof. All prior and
                           contemporaneous conversations, negotiations, possible
                           and alleged agreements, representations, covenants
                           and warranties concerning the subject matter hereof
                           are merged herein.

                           This is an integrated Agreement.



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                  R.       ARBITRATION. The parties agree that this Agreement
                           and all controversies, which may arise between
                           Shemano and the Company hereunder, will be determined
                           by arbitration. The parties understand that:

                           (a)      Arbitration is Final and binding on the
                                    parties.

                           (b)      The parties are waiving their right to seek
                                    remedies in court, including the right to a
                                    jury trial.

                           (c)      Pre-arbitration discovery is generally more
                                    limited than and different from court
                                    proceedings.

                           (d)      The arbitrator's award is not required to
                                    include factual findings or legal reasoning
                                    and any party's right to appeal or to seek
                                    modifications or rulings by the arbitrators
                                    is strictly limited.

                           (e)      The panel of arbitrators will typically
                                    include a minority of arbitrators who were
                                    or are affiliated with the securities
                                    industry.

         The parties agree that any arbitration under this Agreement will be
held before JAMS/ENDISPUTE in San Francisco, California.

         The award of the arbitrators, or of the majority of them, will be
final, and judgments upon the award may be entered in any court, state or
federal, having jurisdiction. The parties hereby submit themselves and their
personal representatives to the jurisdiction of any state or federal court for
the purpose of such arbitration and entering such judgment.

         Any forbearance to enforce an agreement to arbitrate will not
constitute a waiver of any rights under this Agreement except to the extent
stated herein.

         THIS AGREEMENT IS GOVERNED BY A PRE-DISPUTE
         ARBITRATION CLAUSE CONTAINED AT PARAGRAPH 16 OF
         THIS AGREEMENT


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                                     THE SHEMANO GROUP, INC.

                                     By:
                                        -----------------------------------

                                     Title:
                                        -----------------------------------

                                     Date:
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                                     METROPOLITAN HEALTH NETWORKS, INC.

                                     By:
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                                     Title:
                                        -----------------------------------

                                     Date:
                                        -----------------------------------



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