METROPOLITAN HEALTH NETWORKS, INC.


                       CODE OF BUSINESS CONDUCT AND ETHICS

                           Effective December 9, 2005


      The following shall constitute the Code of Business Conduct and Ethics
(the "Code of Business Conduct and Ethics") of Metropolitan Health Networks,
Inc.:

I.       INTRODUCTION

         This Code of Business Conduct and Ethics covers a wide range of
business practices and procedures. It does not cover every issue that may arise,
but it sets out basic principles to guide all employees, officers and directors
of Metropolitan Health Networks, Inc. and its subsidiaries and affiliated
medical practices (collectively, the "Corporation"). All of the Corporation's
employees, officers, directors, independent contractors, agents, consultants and
representatives (the "Covered Persons") must conduct themselves accordingly and
seek to avoid even the appearance of improper behavior.

         The obligations under the Code apply to our relationships with
patients, affiliated hospitals and other healthcare providers, third-party
payers, subcontractors, independent contractors, vendors, consultants, other
Covered Persons and anyone else with whom we interact as part of the
Corporation's ongoing business and medical operations.

         If a law conflicts with a policy in this Code, you must comply with the
law; however, if a local custom or policy conflicts with this Code, you must
comply with the Code. If you have any questions about these conflicts, you
should ask your supervisor how to handle the situation.

         Those who violate the standards in this Code will be subject to
disciplinary action. If you are in a situation that you believe may violate or
lead to a violation of this Code, follow the guidelines described in Section XXI
of this Code.

II.      COMPLIANCE WITH LAWS, RULES AND REGULATIONS

         The Corporation provides varied healthcare services in the State of
Florida. These services are provided pursuant to various federal, state and
local laws and regulations, including certain conditions of participation in
federal healthcare programs. Such laws, regulations and conditions address
subjects such as, among other things, licenses, permits, accreditation, access
to treatment, consent to treatment, medical record-keeping, access to medical
records and confidentiality, patient rights, clinical research, end-of-life care
decision-making, provider credentialing, utilization review, financial
management and reporting, Medicare and Medicaid and other government healthcare
program requirements. The Corporation is subject to numerous other laws in
addition to these healthcare laws and regulations.

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         We have developed policies and procedures to address many legal and
regulatory requirements. However, it is impractical to develop policies and
procedures that encompass each and every applicable law and regulation.
Nonetheless, those legal and regulatory requirements not expressly or
specifically covered in the Corporation's policies and procedures must also be
followed. There is a range of expertise within the Corporation, including legal
counsel and numerous experts, who should be consulted for advice concerning
human resources, legal and regulatory requirements. It is the responsibility of
each supervisor to be knowledgeable of any regulatory requirements that are
specific to their area of responsibility and to ensure appropriate policies and
procedures are in place to meet such requirements.

         Anyone aware of violations or suspected violations of law, regulations
or Company policies and procedures must report them immediately to a supervisor
or to a member of management or the Chief Compliance Officer.

III.     PATIENT CARE AND RIGHTS

         The Corporation's mission is to provide quality, cost-effective
healthcare to all of our patients. We treat all patients with warmth, respect
and dignity and provide care that is both necessary and appropriate. We make no
distinction in the care we provide based on age, gender, disability, race,
color, religion, national origin or ability to pay.

         We seek to involve patients and their families in all aspects of their
care, where appropriate, including giving consent for treatment and making
healthcare decisions. As applicable, each patient or patient representative is
provided with a clear explanation of care including, but not limited to,
diagnosis, treatment plan, right to refuse or accept care, care decision
dilemmas, advance directive options, organ donation and procurement, and an
explanation of the risks, benefits and alternatives associated with available
treatment options.

         In the promotion and protection of each patient's rights, each patient
and his or her representatives are accorded appropriate confidentiality,
privacy, security and protective services, and the opportunity for resolution of
complaints.

IV.      PERSONAL HEALTH INFORMATION

         The Corporation collects information about the patient's medical
condition, history, medication and family illnesses to provide quality care. The
Corporation realizes the sensitive nature of this information, acknowledges the
individual right of privacy associated with personal health information and is
committed to maintaining its confidentiality. Consistent with the Health
Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Corporation
does not use, disclose or discuss patient-specific information with others
unless it is necessary to serve the patient or authorized by law.

         Covered Persons must never use or disclose patient health information
that violates the privacy rights of our patients. In accordance with our
appropriate access and privacy policies and procedures, which reflect HIPAA
requirements, no Covered Person has a right to any patient information other
than that necessary to perform his or her job.

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         Subject only to emergency exceptions, patients can expect that their
privacy will be protected and patient specific information will be released only
to persons authorized by law or by the patient's written authorization.
Violations of those standards, even if inadvertent, must be reported to the
Chief Compliance Officer.

V.       CODING AND BILLING FOR SERVICES

         The Corporation has implemented policies, procedures and systems to
facilitate accurate billing to government payers, commercial insurance payers
and patients. These policies, procedures and systems conform to pertinent
federal and state laws and regulations. We prohibit any Covered Person from
knowingly presenting or causing to be presented claims for payment or approval
that are misleading, false, fictitious or fraudulent.

         The Corporation's physicians, practitioners and other healthcare
professionals are responsible for selecting the appropriate procedure and
diagnosis codes used to bill for their services. Physicians, practitioners and
other healthcare personnel, along with coding personnel, have a collective
responsibility to be knowledgeable about the appropriate interpretation and
application of the codes used in billing for patient care services.

         In support of accurate billing, medical records must provide reliable
documentation of the services we render. It is important that all individuals
who contribute to medical records provide accurate information and do not
destroy or inappropriately alter any information considered part of the official
medical records.

VI.      INTERACTIONS WITH REFERRAL SOURCES

         Federal and state laws and regulations govern our relations with others
who may refer patients to us or receive referrals from us. The applicable
federal laws include the federal Anti-Kickback and Stark Laws. Florida has
similar state law prohibitions.

         It is important that those Covered Persons who interact with referral
sources or recipients of referrals, particularly regarding making or receiving
payments for services rendered, leasing space, or recruiting physicians, are
aware of the requirements of the laws, regulations and policies applicable to
such relationships.

         Any business arrangement with referring physicians, hospitals or other
referral sources, or with individuals or entities who receive referrals from us,
must be structured to ensure compliance with applicable legal requirements, our
policies and procedures and with any operational guidance that has been issued.
Most arrangements must be in writing and approved by the Corporation's Law
Department.

         Keeping in mind that it is essential to be familiar with the laws,
regulations, and policies that govern our interactions with referral sources and
recipients of referrals, two overarching principles govern these interactions:

                  We do not pay for referrals. We accept patients based solely
on the patient's medical needs and our ability to render the needed services. We
do not pay or offer to pay anyone - colleagues, physicians or other persons or
entities - for referral of patients.

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                  We do not accept payments for referrals we make. No Covered
Person or any other person acting on our behalf is permitted to solicit or
receive anything of value, directly or indirectly, in exchange for the referral
of patients. Similarly, when making patient referrals to another healthcare
provider, we do not take into account the volume or value of referrals that the
provider has made (or may make) to us.]

VII.     LICENSURE AND CERTIFICATION

         Covered Persons and other healthcare practitioners retained by the
Corporation in positions which require professional licenses, certifications or
other credentials are responsible for maintaining the current status of their
credentials and shall comply at all times with federal and state requirements
applicable to their respective disciplines. To assure compliance, the
Corporation may require evidence of the individual or facility having a current
license or credential status.

         The Corporation does not allow any Covered Person or other healthcare
practitioner to work without valid, current licenses or credentials, or to
otherwise provide services unless fully authorized to do so by law.

VIII.    CONFLICTS OF INTEREST

         A "conflict of interest" exists when a person's private interest
interferes, or appears to interfere, with the interests of the Corporation. A
conflict situation can arise when a Covered Person takes actions or has
interests that may make it difficult to perform his or her Corporation work
objectively and effectively. Conflicts of interest also may arise when a Covered
Person, or a member of his or her family, receives improper personal benefits as
a result of his or her position in the Corporation. Loans to, or guarantees of
obligations of, Covered Persons or their family members may create conflicts of
interest.

         It is almost always a conflict of interest for a Corporation employee
to work simultaneously for a competitor, customer or supplier. You are not
allowed to work for a competitor as a consultant or board member. The best
policy is to avoid any direct or indirect business connection with our
customers, suppliers or competitors, except on our behalf.

         Conflicts of interest are prohibited as a matter of Corporation policy,
except under guidelines approved by the Board of Directors. Conflicts of
interest may not always be clear-cut, so if you have a question, you should
consult with higher levels of management or the Corporation's Law Department.
Any Covered Person who becomes aware of a conflict or a potential or apparent
conflict should bring it to the attention of a supervisor, manager or other
appropriate personnel, or consult the procedures described in Section XXI of
this Code.

IX.      INSIDER TRADING

         Covered Persons who have access to confidential information are not
permitted to use or share that information for stock trading purposes or for any
other purpose except the conduct of our business. All non-public information
about the Corporation should be considered confidential information. To use
non-public information for personal financial benefit or to "tip" others who
might make an investment decision on the basis of this information is not only
unethical but also illegal. If you have any questions, please consult the
Corporation's Law Department.

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X.       CORPORATE OPPORTUNITIES

         Covered Persons are prohibited from taking for themselves personally
opportunities that are discovered through the use of corporate property,
information or position without the consent of the Board of Directors. No
Covered Person may use corporate property, information, or position for improper
personal gain, and no employee may compete with the Corporation directly or
indirectly. Covered Persons owe a duty to the Corporation to advance its
legitimate interests when the opportunity to do so arises.

XI.      COMPETITION AND FAIR DEALING

         We seek to outperform our competition fairly and honestly. We seek
competitive advantages through superior performance, never through unethical or
illegal business practices. Stealing proprietary information, possessing trade
secret information that was obtained without the owner's consent, or inducing
such disclosures by past or present employees of other companies is prohibited.
Each Covered Person should endeavor to respect the rights of and deal fairly
with the Corporation's customers, patients, suppliers, competitors and
employees. No Covered Person should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other intentional unfair-dealing practice.

         To maintain the Corporation's valuable reputation, compliance with our
quality processes and safety requirements is essential. In the context of
ethics, quality requires that our products and services be designed and
manufactured to meet our obligations to customers. All inspection and testing
documents must be handled in accordance with all applicable regulations.

         The purpose of business entertainment and gifts in a commercial setting
is to create good will and sound working relationships, not to gain unfair
advantage with customers. No gift or entertainment should ever be offered,
given, provided or accepted by any Covered Person or family member of a Covered
Person unless it: (1) is not a cash gift; (2) is consistent with customary
business practices; (3) is not excessive in value; (4) cannot be construed as a
bribe or payoff; and (5) does not violate any laws or regulations. Please
discuss with your supervisor any gifts or proposed gifts that you are not
certain are appropriate.

XII.     DISCRIMINATION AND HARASSMENT

         The diversity of the Corporation's employees is a tremendous asset. We
are firmly committed to providing equal opportunity in all aspects of employment
and will not tolerate any illegal discrimination or harassment or any kind.
Examples include derogatory comments based on racial or ethnic characteristics
and unwelcome sexual advances.

XIII.    HEALTH AND SAFETY

         The Corporation strives to provide each employee with a safe and
healthful work environment. Each employee has responsibility for maintaining a
safe and healthy workplace for all employees by following safety and health
rules and practices and reporting accidents, injuries and unsafe equipment,
practices or conditions.

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         Violence and threatening behavior are not permitted. Employees should
report to work in condition to perform their duties, free from the influence of
illegal drugs or alcohol. The use of illegal drugs in the workplace will not be
tolerated.

XIV.     RECORD-KEEPING

         The Corporation requires honest and accurate recording and reporting of
information in order to make responsible business decisions. For example, only
the true and actual number of hours worked should be reported.

         Many employees regularly use business expense accounts, which must be
documented and recorded accurately. If you are not sure whether a certain
expense is legitimate, ask your supervisor or your controller. Rules and
guidelines are available from the Accounting Department.

         All of the Corporation's books, records, accounts and financial
statements must be maintained in reasonable detail, must appropriately reflect
the Corporation's transactions and must conform both to applicable legal
requirements and to the Corporation's system of internal controls. Unrecorded or
"off the books" funds or assets should not be maintained unless permitted by
applicable law or regulation.

         Business records and communications often become public, and we should
avoid exaggeration, derogatory remarks, guesswork, or inappropriate
characterizations of people and companies that can be misunderstood. This
applies equally to e-mail, internal memos and formal reports. Records should
always be retained or destroyed according to the Corporation's record retention
policies. In accordance with those policies, in the event of litigation or
governmental investigation it is essential to follow the advice of the
Corporation's Law Department. Whenever litigation or an investigation is pending
or threatened every potentially relevant document must be preserved unless
destruction has been approved by the Law Department.

XV.      CONFIDENTIALITY

         Covered Persons must maintain the confidentiality of confidential
information entrusted to them by the Corporation or its customers, except when
disclosure is authorized by the Law Department or required by laws or
regulations. Confidential information includes all non-public information that
might be of use to competitors, or harmful to the Corporation or its customers,
if disclosed. It also includes information that suppliers and customers have
entrusted to us. The obligation to preserve confidential information continues
even after employment ends.

XVI.     PROTECTION AND PROPER USE OF CORPORATION ASSETS

         All Covered Persons should endeavor to protect the Corporation's assets
and ensure their efficient use. Theft, carelessness, and waste have a direct
impact on the Corporation's profitability. Any suspected incident of fraud or
theft should be immediately reported for investigation. All Corporation assets
should be used for legitimate business purposes. Corporation equipment should
not be used for non-Corporation business, though incidental personal use may be
permitted.

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         The obligation of Covered Person to protect the Corporation's assets
includes its proprietary information. Proprietary information includes
intellectual property such as trade secrets, patents, trademarks, and
copyrights, as well as business, marketing and service plans, engineering and
manufacturing ideas, designs, databases, records, salary information and any
unpublished financial data and reports. Unauthorized use or distribution of this
information would violate Corporation policy. It could also be illegal and
result in civil or even criminal penalties.

XVII.    PAYMENTS TO GOVERNMENT PERSONNEL

         The U.S. Foreign Corrupt Practices Act prohibits giving anything of
value, directly or indirectly, to officials of foreign governments or foreign
political candidates in order to obtain or retain business. It is strictly
prohibited to make illegal payments to government officials of any country.

         In addition, the U.S. government has a number of laws and regulations
regarding business gratuities which may be accepted by U.S. government
personnel. The promise, offer or delivery to an official or employee of the U.S.
government of a gift, favor or other gratuity in violation of these rules would
not only violate Corporation policy but could also be a criminal offense. State
and local governments, as well as foreign governments, may have similar rules.
The Corporation's Law Department can provide guidance to you in this area.

XVIII.   DISCLOSURE POLICY

         It is the Corporation's policy to provide full, fair, accurate, timely
and understandable disclosure in all documents required to be filed with or
furnished or submitted to the Securities and Exchange Commission and in all
other public communications. The Company expects all Covered Persons to act in a
manner that supports this policy. In addition, Covered Persons are prohibited
from directly or indirectly taking any action to fraudulently influence, coerce,
manipulate or mislead the Corporation's independent auditors for the purpose of
rendering the financial statements of the Corporation misleading.

XIX.     WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

         Any waiver of this Code for executive officers or directors may be made
only by the Board or a Board committee and will be promptly disclosed to
shareholders as required by law or stock exchange regulation.

XX.      REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

         Employees are encouraged to talk to supervisors, managers or other
appropriate personnel about observed illegal or unethical behavior and when in
doubt about the best course of action in a particular situation. It is the
policy of the Corporation not to allow retaliation for reports of misconduct by
others made in good faith by employees. Covered Persons are expected to
cooperate in internal investigations of misconduct.

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XXI.     COMPLIANCE PROCEDURES

         We must all work to ensure prompt and consistent action against
violations of this Code. However, in some situations it is difficult to know
right from wrong. Since we cannot anticipate every situation that will arise, it
is important that we have a way to approach a new question or problem. These are
the steps to keep in mind:

         o     Make sure you have all the facts. In order to reach the right
               solutions, we must be as fully informed as possible.

         o     Ask yourself: What specifically am I being asked to do? Does
               it seem unethical or improper? This will enable you to focus
               on the specific question you are faced with, and the
               alternatives you have. Use your judgment and common sense; if
               something seems unethical or improper, it probably is.

         o     Clarify your responsibility and role. In most situations,
               there is shared responsibility. Are your colleagues informed?
               It may help to get others involved and discuss the problem.

         o     Discuss the problem with your supervisor. This is the basic
               guidance for all situations. In many cases, your supervisor
               will be more knowledgeable about the question, and will
               appreciate being brought into the decision-making process.
               Remember that it is your supervisor's responsibility to help
               solve problems.

         o     Seek help from Corporation resources. In the rare case where
               it may not be appropriate to discuss an issue with your
               supervisor, or where you do not feel comfortable approaching
               your supervisor with your question, discuss it locally with
               your office manager or your Human Resources manager. If that
               also is not appropriate, call 877-874-8416, the Corporation's
               toll-free Ethics Line, which will put you in direct contact
               with the appropriate people, or you can visit the
               Corporation's web-based communications system at
               metcare.silentwhistle.com. If you prefer to write, address
               your concerns to: Chief Compliance Officer, 250 S. Australian
               Avenue, Suite 400, West Palm Beach, Florida 33401.

         o     You may report ethical violations in confidence and without
               fear of retaliation. If your situation requires that your
               identity be kept secret, your anonymity will be protected. The
               Corporation does not permit retaliation of any kind against
               employees for good faith reports of ethical violations.

         o     Always ask first, act later: If you are unsure of what to do
               in any situation, seek guidance before you act.

XXII.    ACCOUNTABILITY

         You will be accountable for adherence to this Code of Business Conduct
and Ethics. Violations of this Code of Business Conduct and Ethics may result in
a variety of disciplinary actions, including termination of employment and civil
or criminal penalties.

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XXIII.   CERTIFICATION


         This Code of Business Conduct and Ethics was duly approved and adopted
by the Board of the Corporation on the 9th day of December, 2005.





                                     /s/ Roberto Palenzuela

                                     ------------------------------
                                     Roberto L. Palenzuela, Secretary
























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