EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into on
this 1st day of February 2005, by and between METCARE OF FLORIDA, INC., a
Florida corporation (the "Company"), and JOSE A. GUETHON, M.D. (hereinafter
called the "Executive").

                                 R E C I T A L S

      A. The Executive possesses knowledge and skills which the Company believes
will be of substantial benefit to its operations and success, and the Company
desires to employ the Executive on the terms and conditions set forth below.

      B. The Executive is willing to make his services available to the Company
on the terms and conditions set forth below.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the premises and mutual covenants set
forth herein, the parties agree as follows:

      1. Employment.

      1.1 Employment and Term. The Company hereby agrees to employ the Executive
and the Executive hereby agrees to serve the Company on the terms and conditions
set forth herein.

      1.2 Duties of Executive. During the Term of Employment (as defined herein)
under this Agreement, the Executive shall serve as the Chief Medical
Officer/Senior Vice President - Clinical Intervention of the Company, shall
diligently perform all services as may be assigned to him by the Board of
Directors of the Company (the "Board") (provided that, such services shall not
materially differ from the services currently provided by the Executive), and
shall exercise such power and authority as may from time to time be delegated to
him by the Board. The Executive shall devote his full time and attention to the
business and affairs of the Company, render such services to the best of his
ability, and use his best efforts to promote the interests of the Company. It
shall not be a violation of this Agreement for the Executive to (i) serve on
corporate, civic or charitable boards or committees, (ii) deliver lectures,
fulfill speaking engagements or teach at educational institutions, or (iii)
manage personal investments, so long as such activities do not significantly
interfere with the performance of the Executive's responsibilities to the
Company in accordance with this Agreement.

      2. Term.

      2.1 Initial Term. The initial Term of Employment under this Agreement, and
the employment of the Executive hereunder, shall commence on the date set forth
above (the "Commencement Date") and shall expire on the date that is one (1)
year after the Commencement Date, unless sooner terminated in accordance with
Section 5 hereof (the "Initial Term").

      2.2 Renewal Terms. At the end of the Initial Term, the Term of Employment
shall automatically renew for successive one (1) year terms, unless earlier
terminated as provided in Section 5 hereof.

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      2.3 Term of Employment and Expiration Date. The period during which the
Executive shall be employed by the Company pursuant to the terms of this
Agreement is sometimes referred to in this Agreement as the "Term of
Employment," and the date on which the Term of Employment shall expire
(including the date on which any renewal term shall expire), is sometimes
referred to in this Agreement as the "Expiration Date."

      3. Compensation.

      3.1 Base Salary. The Executive shall receive a base salary at the annual
rate of $250,000.00 (the "Base Salary") during the Term of Employment, with such
Base Salary payable in installments consistent with the Company's normal payroll
schedule, subject to applicable withholding and other taxes. The Base Salary
shall be reviewed, at least annually, for merit increases and may, by action and
in the sole discretion of the Board, be increased at any time or from time to
time.

      3.2 Bonuses. During the Term of Employment, the Executive shall be
eligible to receive bonuses in such amounts and at such times as the Board shall
determine in its sole discretion.

      3.3 Telephone Expenses. The Executive shall receive a mobile telephone
allowance of $100.00 per month.

      4. Expense Reimbursement and Other Benefits.

      4.1 Reimbursement of Expenses. Upon the submission of proper documentation
by the Executive, and subject to such rules and guidelines as the Company may
from time to time adopt, the Company shall reimburse the Executive for all
reasonable expenses actually paid or incurred by the Executive during the Term
of Employment in the course of and pursuant to the business of the Company. The
Executive shall account to the Company in writing for all expenses for which
reimbursement is sought and shall supply to the Company copies of all relevant
invoices, receipts or other evidence reasonably requested by the Company.

      4.2 Compensation/Benefit Programs. During the Term of Employment, the
Executive shall be entitled to participate in all medical, dental,
hospitalization, accidental death and dismemberment, disability, travel and life
insurance plans, and any and all other plans as are presently and hereinafter
offered by the Company to its executives, including savings, pension,
profit-sharing and deferred compensation plans, subject to the general
eligibility and participation provisions set forth in such plans.

      4.3 Working Facilities. During the Term of Employment, the Company shall
furnish the Executive with an office, secretarial help and such other facilities
and services suitable to his/her position and adequate for the performance of
his/her duties hereunder.

      4.4 Stock Options. During the Term of Employment, the Executive may be
eligible to be granted options (the "Stock Options") to purchase common stock
(the "Common Stock") of Metropolitan Health Networks, Inc., a Florida
corporation and sole shareholder of the Company (the "Parent") under (and
therefore subject to all terms and conditions of) the Parent's `Omnibus Equity
Compensation Plan, as amended from time to time, and any successor plan thereto
(the "Stock Option Plan") and all rules of regulation of the Securities and
Exchange Commission applicable to stock option plans then in effect, in the sole
discretion of the Board of the Parent. The number of Stock Options, if any, and
the terms and conditions of any such Stock Options, shall be determined by the
Committee appointed pursuant to the Stock Option Plan, or by the Board of the
Parent, in its sole discretion and pursuant to the Stock Option Plan.

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      4.5 Other Benefits. The Executive shall be entitled to four (4) weeks of
vacation each calendar year during the Term of Employment (subject to the
general eligibility provisions set forth in the Company's personnel policy), to
be taken at such times as the Executive and the Company shall mutually determine
and provided that no vacation time shall interfere with the duties required to
be rendered by the Executive hereunder. Any vacation time not taken by Executive
during any calendar year may be carried forward into any succeeding calendar
year. The Executive shall receive such additional benefits, if any, as the Board
shall from time to time determine.

      5. Termination.

      5.1 Termination for Cause. The Company shall at all times have the right,
upon written notice to the Executive, to terminate the Term of Employment, for
Cause. For purposes of this Agreement, the term "Cause" shall mean (i) an action
or omission of the Executive which constitutes a willful and material breach of,
or failure or refusal (other than by reason of his disability) to perform his
duties under, this Agreement which is not cured within fifteen (15) days after
receipt by the Executive of written notice of same, (ii) fraud, embezzlement,
misappropriation of funds or breach of trust in connection with his services
hereunder, (iii) conviction of a felony or any other crime which involves
dishonesty or a breach of trust, or (iv) gross negligence in connection with the
performance of the Executive's duties hereunder, which is not cured within
fifteen (15) days after written receipt by the Executive of written notice of
same. Any termination for Cause shall be made in writing to the Executive, which
notice shall set forth in detail all acts or omissions upon which the Company is
relying for such termination. The Executive shall have the right to address the
Board regarding the acts set forth in the notice of termination. Upon any
termination pursuant to this Section 5.1, the Company shall only be obligated to
pay to the Executive his Base Salary to the date of termination. The Company
shall have no further liability hereunder (other than for reimbursement for
reasonable business expenses incurred prior to the date of termination, subject,
however, to the provisions of Section 4.1).

      5.2 Termination Without Cause. At any time the Company shall have the
right to terminate the Term of Employment by written notice to the Executive.
Upon any termination pursuant to this Section 5.2, or upon any termination
pursuant to Section 5.3 or Section 5.4, (that is not a termination under any of
Sections 5.1, 5.5 or 5.6), the Company shall (i) pay to the Executive any unpaid
Base Salary through the effective date of termination specified in such notice,
(ii) continue to pay the Executive's Base Salary for a period of twelve (12)
months from notice of termination hereunder (the "Continuation Period") (iii)
continue to provide the Executive with the benefits he/she was receiving under
Section 4.2 hereof (the "Benefits") through the end of the Continuation Period
in the manner and at such times as the Benefits otherwise would have been
payable or provided to the Executive. In the event that the Company is unable to
provide the Executive with any Benefits required hereunder by reason of the
termination of the Executive's employment pursuant to this Section 5.4, then the
Company shall pay the Executive cash equal to the value of the Benefit that
otherwise would have accrued for the Executive's benefit under the plan, for the
period during which such Benefits could not be provided under the plans. The
Company's good faith determination of the amount that would have been
contributed or the value of any Benefits that would have accrued under any plan
shall be binding and conclusive on the Executive. For this purpose, the Company
may use as the value of any Benefit the cost to the Company of providing that
Benefit to the Executive. Further, the vesting of the Executive's Stock Options,
if any, shall be subject to

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the terms of any option agreement(s) to which the Executive and the Company are
parties. The Company shall have no further liability hereunder (other than for
(x) reimbursement for reasonable business expenses incurred prior to the date of
termination, subject, however, to the provisions of Section 4.1, and (y) payment
of compensation for unused vacation days). For all purposes under this
Agreement, the failure by the Company to offer to renew the Agreement following
the expiration of the Initial Term or any Renewal Term on the same terms and
conditions hereunder shall be treated as if the Company terminated this
Agreement pursuant to this Section 5.2.

      5.3 Disability. The Company shall at all times have the right, upon
written notice to the Executive, to terminate the Term of Employment, if the
Executive shall become entitled to benefits under the Company's group disability
policy or any individual disability policy then in effect, or, if the Executive
shall, as the result of mental or physical incapacity, illness or disability,
become unable to perform his obligations hereunder for a period of 90 days in
any 12-month period. The Company shall have sole discretion based upon competent
medical advice to determine whether the Executive continues to be disabled. Any
termination of the Term of Employment by the Company pursuant to this Section
5.3 shall be deemed to be a termination of the Executive without Cause, and,
upon any such termination pursuant to this Section 5.3, the Executive shall be
entitled to the compensation specified in Section 5.2 hereof. The Company shall
have no further liability hereunder (other than for reimbursement for reasonable
business expenses incurred prior to the date of termination, subject, however to
the provisions of Section 4.1).

      5.4 Death. In the event of the death of the Executive during the Term of
Employment, the Executive shall be deemed to have been terminated without Cause,
and the Company shall pay to the estate of the deceased Executive the
compensation specified in Section 5.2 hereof. The Company shall have no further
liability hereunder (other than for reimbursement for reasonable business
expenses incurred prior to the date of the Executive's death, subject, however
to the provisions of Section 4.1).

      5.5 Termination by Executive.

      (a) The Executive shall at all times have the right, upon sixty (60) days
written notice to the Company, to terminate the Term of Employment.

      (b) Upon termination of the Term of Employment pursuant to this Section
5.5 (that is not a termination under Section 5.6) by the Executive without Good
Reason, the Company shall pay to the Executive any unpaid Base Salary through
the effective date of termination specified in such notice. The Company shall
have no further liability hereunder (other than for reimbursement for reasonable
business expenses incurred prior to the date of termination, subject, however,
to the provisions of Section 4.1). At the Company's sole option, upon receipt of
notice from the Executive pursuant to this Section, the Company may immediately
terminate the Term of Employment, in which case, in addition to the covenants
set forth above, the Company shall pay the Executive sixty (60) days of Base
Salary.

      (c) Upon termination of the Term of Employment pursuant to this Section
5.5 (that is not a termination under Section 5.6) by the Executive for Good
Reason, the Company shall pay to the Executive the same amounts that would have
been payable by the Company to the Executive under Section 5.2 of this Agreement
if the Term of Employment had been terminated by the Company without Cause. The
Company shall have no further liability hereunder.

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<PAGE>

      (d) For purposes of this Agreement, "Good Reason" shall mean (i) the
assignment to the Executive of any duties or responsibilities inconsistent in
any respect with the Executive's position or a similar position in the Company
or one of its subsidiaries, as contemplated by Section 1.2 of this Agreement, or
any other action by the Company which results in a substantial and compelling
diminution in such position, authority, duties or responsibilities, excluding
for this purpose an isolated, insubstantial and inadvertent action not taken in
bad faith and which is remedied by the Company within fifteen (15) days after
receipt of notice thereof given by the Executive; (ii) any failure by the
Company to comply with any of the provisions of Article 3 or Section 4.2 of this
Agreement, other than an isolated, insubstantial and inadvertent failure not
occurring in bad faith and which is remedied by the Company promptly after
receipt of notice thereof given by the Executive; (iii) the Company's requiring
the Executive to be based at any office or location outside of the area for
which Executive was originally hired to work except for travel reasonably
required in the performance of the Executive's responsibilities. For purposes of
this Section 5.5(d), any good faith determination of "Good Reason" made by the
Board shall be conclusive.

      5.6 Change in Control of the Company.

      (a) In the event that (i) a Change in Control (as defined in paragraph (b)
of this Section 5.6) in the Company shall occur during the Term of Employment,
and (ii) prior to the later of the Expiration Date or one year after the date of
the Change in Control, either (x) the Term of Employment is terminated by the
Company without Cause, pursuant to Section 5.2 hereof or (y) the Executive
terminates the Term of Employment for Good Reason the Company shall (1) pay to
the Executive any unpaid Base Salary through the effective date of termination,
(2) pay to the Executive as a single lump sum payment, within 30 days of the
termination of his employment hereunder, a lump sum payment equal to the sum of
(x) the Executive's current annual Base Salary, plus any bonuses payable to the
Executive pursuant to and in accordance with Section 3.2 hereof, and the value
of the annual fringe benefits (based upon their cost to the Company) required to
be provided to the Executive under Sections 4.2 and 4.4 hereof, for the year
immediately preceding the year in which his employment terminates, plus (y) the
value of the portion of his benefits under any savings, pension, profit sharing
or deferred compensation plans that are forfeited under those plans by reason of
the termination of his employment hereunder. The Company shall have no further
liability hereunder (other than for (1) reimbursement for reasonable business
expenses incurred prior to the date of termination, subject, however, to the
provisions of Section 4.1, and (2) payment of compensation for unused vacation
days). (b) For purposes of this Agreement, the term "Change in Control" shall
mean:

      (i) Approval by the shareholders of the Company or the Parent of (x) a
reorganization, merger, consolidation or other form of corporate transaction or
series of transactions, in each case, with respect to which persons who were the
shareholders of the Company or the Parent immediately prior to such
reorganization, merger or consolidation or other transaction do not, immediately
thereafter, own more than 50% of the combined voting power entitled to vote
generally in the election of directors of the reorganized, merged or
consolidated company's then outstanding voting securities, in substantially the
same proportions as their ownership immediately prior to such reorganization,
merger, consolidation or other transaction, or (y) a liquidation or dissolution
of the Company or the Parent or (z) the sale of all or substantially all of the
assets of the Company or the Parent (unless such reorganization, merger,
consolidation or other corporate transaction, liquidation, dissolution or sale
is subsequently abandoned); or

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      (ii) the acquisition (other than from the Company or the Parent) by any
person, entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act, of more than 50% of either the then outstanding
shares of the Company's or the Parent's common stock or the combined voting
power of the Company's or the Parent's then outstanding voting securities
entitled to vote generally in the election of directors (hereinafter referred to
as the ownership of a "Controlling Interest") excluding, for this purpose, any
acquisitions by (1) the Company, the Parent or their respective Subsidiaries,
(2) any person, entity or "group" that as of the Commencement Date of this
Agreement owns beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act) of a Controlling Interest or (3)
any employee benefit plan of the Company or the Parent or their respective
Subsidiaries.

      5.7 Resignation. Upon any notice or termination of employment pursuant to
this Article 5, the Executive shall automatically and without further action be
deemed to have resigned as an officer, and if he or she was then serving as a
director of the Company, as a director, and if required by the Board, the
Executive hereby agrees to immediately execute a resignation letter to the
Board.

      5.8 Survival. The provisions of this Article 5 shall survive the
termination of this Agreement, as applicable.

      6. Restrictive Covenants.

      6.1 Non-competition. At all times while the Executive is employed by the
Company and for a one year period after the termination of the Executive's
employment with the Company for any reason (other than by the Company without
Cause (as defined in Section 5.1 hereof) or by the Executive for Good Reason (as
defined in Section 5.5(d) hereof)), the Executive shall not, directly or
indirectly, engage in or have any interest in any sole proprietorship,
partnership, corporation or business or any other person or entity (whether as
an employee, officer, director, partner, agent, security holder, creditor,
consultant or otherwise) that directly or indirectly (or through any affiliated
entity) engages in competition with the Company (based on the business in which
the Company was engaged or was actively planning on being engaged as of the date
of termination of the Executive's employment and in the geographic areas in
which the Company operated or was actively planning on operating as of date of
termination of the Executive's employment); provided that such provision shall
not apply to the Executive's ownership of common stock of the Parent or the
acquisition by the Executive, solely as an investment, of securities of any
issuer that is registered under Section 12(b) or 12(g) of the Securities
Exchange Act of 1934, as amended, and that are listed or admitted for trading on
any United States national securities exchange or that are quoted on the
National Association of Securities Dealers Automated Quotations System, or any
similar system or automated dissemination of quotations of securities prices in
common use, so long as the Executive does not control, acquire a controlling
interest in or become a member of a group which exercises direct or indirect
control or, more than five percent of any class of capital stock of such
corporation.

      6.2 Nondisclosure. The Executive shall not at any time divulge,
communicate, use to the detriment of the Company or for the benefit of any other
person or persons, or misuse in any way, any Confidential Information (as
hereinafter defined) pertaining to the business of the Company. Any Confidential
Information or data now or hereafter acquired by the Executive with respect to
the business of the Company (which shall include, but not be limited to,
information concerning the Company's financial condition, prospects, technology,
customers, suppliers, sources of leads and methods of doing business) shall be
deemed a valuable, special and unique asset of the Company that is received by
the

                                      -6-
<PAGE>

Executive in confidence and as a fiduciary, and the Executive shall remain a
fiduciary to the Company with respect to all of such information. For purposes
of this Agreement, "Confidential Information" means information disclosed to the
Executive or known by the Executive as a consequence of or through his
employment by the Company (including information conceived, originated,
discovered or developed by the Executive) prior to or after the date hereof, and
not generally known, about the Company or its business. Notwithstanding the
foregoing, nothing herein shall be deemed to restrict the Executive from
disclosing Confidential Information to the extent required by law.

      6.3 Nonsolicitation of Executives and Clients. At all times while the
Executive is employed by the Company and for a two (2) year period after the
termination of the Executive's employment with the Company for any reason, the
Executive shall not, directly or indirectly, for himself or for any other
person, firm, corporation, partnership, association or other entity (a) employ
or attempt to employ or enter into any contractual arrangement with any employee
or former employee of the Company, unless such employee or former employee has
not been employed by the Company for a period in excess of six months, and/or
(b) call on or solicit any of the actual or targeted prospective clients of the
Company on behalf of any person or entity in connection with any business
competitive with the business of the Company, nor shall the Executive make known
the names and addresses of such clients or any information relating in any
manner to the Company's trade or business relationships with such customers,
other than in connection with the performance of Executive's duties under this
Agreement.

      6.4 Ownership of Developments. All copyrights, patents, trade secrets, or
other intellectual property rights associated with any ideas, concepts,
techniques, inventions, processes, or works of authorship developed or created
by Executive during the course of performing work for the Company or its clients
(collectively, the "Work Product") shall belong exclusively to the Company and
shall, to the extent possible, be considered a work made by the Executive for
hire for the Company within the meaning of Title 17 of the United States Code.
To the extent the Work Product may not be considered work made by the Executive
for hire for the Company, the Executive agrees to assign, and automatically
assign at the time of creation of the Work Product, without any requirement of
further consideration, any right, title, or interest the Executive may have in
such Work Product. Upon the request of the Company, the Executive shall take
such further actions, including execution and delivery of instruments of
conveyance, as may be appropriate to give full and proper effect to such
assignment.

      6.5 Books and Records. All books, records, and accounts relating in any
manner to the customers or clients of the Company, whether prepared by the
Executive or otherwise coming into the Executive's possession, shall be the
exclusive property of the Company and shall be returned immediately to the
Company on termination of the Executive's employment hereunder or on the
Company's request at any time.

      6.6 Definition of Company. Solely for purposes of this Article 6, the term
"Company" also shall include any existing or future subsidiaries of the Company
that are operating during the time periods described herein and any other
entities that directly or indirectly, through one or more intermediaries,
control, are controlled by, or are under common control with, the Company during
the periods described herein.

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      6.7 Acknowledgment by Executive. The Executive acknowledges and confirms
that (a) the restrictive covenants contained in this Article 6 are reasonably
necessary to protect the legitimate business interests of the Company, and (b)
the restrictions contained in this Article 6 (including without limitation the
length of the term of the provisions of this Article 6) are not overbroad,
overlong, or unfair and are not the result of overreaching, duress or coercion
of any kind. The Executive further acknowledges and confirms that his full,
uninhibited and faithful observance of each of the covenants contained in this
Article 6 will not cause him any undue hardship, financial or otherwise, and
that enforcement of each of the covenants contained herein will not impair his
ability to obtain employment commensurate with his abilities and on terms fully
acceptable to him or otherwise to obtain income required for the comfortable
support of him and his family and the satisfaction of the needs of his
creditors. The Executive acknowledges and confirms that his special knowledge of
the business of the Company is such as would cause the Company serious injury or
loss if he were to use such ability and knowledge to the benefit of a competitor
or were to compete with the Company in violation of the terms of this Article 6.
The Executive further acknowledges that the restrictions contained in this
Article 6 are intended to be, and shall be, for the benefit of and shall be
enforceable by, the Company's successors and assigns.

      6.8 Reformation by Court. In the event that a court of competent
jurisdiction shall determine that any provision of this Article 6 is invalid or
more restrictive than permitted under the governing law of such jurisdiction,
then only as to enforcement of this Article 6 within the jurisdiction of such
court, such provision shall be interpreted and enforced as if it provided for
the maximum restriction permitted under such governing law.

      6.9 Extension of Time. If the Executive shall be in violation of any
provision of this Article 6, then each time limitation set forth in this Article
6 shall be extended for a period of time equal to the period of time during
which such violation or violations occur. If the Company seeks injunctive relief
from such violation in any court, then the covenants set forth in this Article 6
shall be extended for a period of time equal to the pendency of such proceeding
including all appeals by the Executive.

      6.10 Survival. The provisions of this Article 6 shall survive the
termination of this Agreement, as applicable.

      7. Injunction. It is recognized and hereby acknowledged by the parties
hereto that a breach by the Executive of any of the covenants contained in
Article 6 of this Agreement will cause irreparable harm and damage to the
Company, the monetary amount of which may be virtually impossible to ascertain.
As a result, the Executive recognizes and hereby acknowledges that the Company
shall be entitled to an injunction from any court of competent jurisdiction
enjoining and restraining any violation of any or all of the covenants contained
in Article 6 of this Agreement by the Executive or any of his affiliates,
associates, partners or agents, either directly or indirectly, and that such
right to injunction shall be cumulative and in addition to whatever other
remedies the Company may possess.

      8. Assignment. Neither party shall have the right to assign or delegate
his rights or obligations hereunder, or any portion thereof, to any other
person.

      9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.

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      10. Section 162(m) Limits. Notwithstanding any other provision of this
Agreement to the contrary, if and to the extent that any remuneration payable by
the Company to the Executive for any year would exceed the maximum amount of
remuneration that the Company may deduct for that year under Section 162(m)
("Section 162(m)") of the Internal Revenue Code of 1986, as amended (the
"Code"), payment of the portion of the remuneration for that year that would not
be so deductible under Section 162(m) shall, in the sole discretion of the
Board, be deferred and become payable at such time or times as the Board
determines that it first would be deductible by the Company under Section
162(m), with interest at the "short-term applicable rate" as such term is
defined in Section 1274(d) of the Code. The limitation set forth under this
Section 10 shall not apply with respect to any amounts payable to the Executive
pursuant to Article 5 hereof.

      11. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and, upon
its effectiveness, shall supersede all prior agreements, understandings and
arrangements, both oral and written, between the Executive and the Company (or
any of its affiliates) with respect to such subject matter. This Agreement may
not be modified in any way unless by a written instrument signed by both the
Company and the Executive.

      12. Notices: All notices required or permitted to be given hereunder shall
be in writing and shall be personally delivered by courier, sent by registered
or certified mail, return receipt requested or sent by confirmed facsimile
transmission addressed as set forth herein. Notices personally delivered, sent
by facsimile or sent by overnight courier shall be deemed given on the date of
delivery and notices mailed in accordance with the foregoing shall be deemed
given upon the earlier of receipt by the addressee, as evidenced by the return
receipt thereof, or three (3) days after deposit in the U.S. mail. Notice shall
be sent (i) if to the Company, addressed to METCARE Health Plans, Inc., 250
South Australian Avenue, Suite 400, West Palm Beach, Florida 33401, Attn:
Roberto L. Palenzuela, General Counsel, and (ii) if to the Executive, to his
address as reflected on the payroll records of the Company, or to such other
address as either party hereto may from time to time give notice of to the
other.

      13. Benefits; Binding Effect. This Agreement shall be for the benefit of
and binding upon the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and, where applicable,
assigns, including, without limitation, any successor to the Company, whether by
merger, consolidation, sale of stock, sale of assets or otherwise.

      14. Severability. The invalidity of any one or more of the words, phrases,
sentences, clauses or sections contained in this Agreement shall not affect the
enforceability of the remaining portions of this Agreement or any part thereof,
all of which are inserted conditionally on their being valid in law, and, in the
event that any one or more of the words, phrases, sentences, clauses or sections
contained in this Agreement shall be declared invalid, this Agreement shall be
construed as if such invalid word or words, phrase or phrases, sentence or
sentences, clause or clauses, or section or sections had not been inserted. If
such invalidity is caused by length of time or size of area, or both, the
otherwise invalid provision will be considered to be reduced to a period or area
which would cure such invalidity.

      15. Waivers. The waiver by either party hereto of a breach or violation of
any term or provision of this Agreement shall not operate nor be construed as a
waiver of any subsequent breach or violation.

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      16. Damages. Nothing contained herein shall be construed to prevent the
Company or the Executive from seeking and recovering from the other damages
sustained by either or both of them as a result of its or his breach of any term
or provision of this Agreement. In the event that either party hereto brings
suit for the collection of any damages resulting from, or the injunction of any
action constituting, a breach of any of the terms or provisions of this
Agreement, then the party found to be at fault shall pay all reasonable court
costs and attorneys' fees of the other.

      17. Section Headings. The section headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

      18. No Third Party Beneficiary. Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or give any person
other than the Company, the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and assigns, any rights or
remedies under or by reason of this Agreement.








                            [signature page follows]









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      IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.

                                  COMPANY:

                                  METCARE OF FLORIDA, INC.


                                  By:       /s/ Debra A. Finnel
                                     -------------------------------------
                                     Debra A. Finnell
                                     President & Chief Operating Officer


                                  THE EXECUTIVE:


                                            /s/ Jose A. Guethon, M.D.
                                     -------------------------------------
                                     Jose A. Guethon, M.D.

















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