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                                                                    EXHIBIT 10.2

                               AMENDMENT NUMBER 1
                                       TO
                           12% NOTE DUE MAY 24, 2004

      THIS IS AMENDMENT NUMBER 1 ("this Amendment") that is being executed and
delivered by and between Global Capital Funding Group, L.P., a Delaware limited
partnership ("GCFG") and Metropolitan Health Networks, Inc., a Florida
corporation (the "Company"), and dated effective as of March 19, 2004 in order
to amend that certain $1,200,000 Principal Amount 12% Note of the Company in
favor of GCFG and dated as of May 24, 2002, (the "Note") and by which GCFG and
the Company, in consideration of the mutual promises contained in the Secured
Note and in this Amendment and other good and valuable consideration (the
sufficiency, mutuality and adequacy of which are hereby acknowledged), hereby
agree as follows:

1.    Amendment to Third Paragraph. The third paragraph shall be deleted in its
entirety and replaced with the following:

      PAYMENT OF PRINCIPAL. Subject to section 4 of this Note, the Company shall
repay the remaining unpaid balance of this Note, plus accrued Interest, if any,
in monthly installments of $50,000,00 on the 24th day of each month beginning
June 24, 2004 with a final balloon payment of the remaining unpaid balance plus
accrued Interest, if any, on May 24, 2006 (the "Maturity Date").

      2. Amendment to Fourth Paragraph. The fourth paragraph shall be deleted in
its entirety and replaced with the following:

      PRE-PAYMENT OF PRINCIPAL. For so long as no Event of Default shall have
occurred and is continuing, the Company may, at its option, repay, in whole or
in part, the Promissory Note, without penalty, following at least five (5)
Business Days prior written notice to GCFG (the expiration of such five (5)
Business Day period, being referred to as the "prepayment date"); provided,
however, that if such date is not a Business Day, the prepayment date shall be
the next Business Day thereafter.

      3. No Other Effect on the Secured Note. Except as amended by this
Amendment, the Secured Note remains in full force and effect.

      4. Effective Date. This Amendment is effective March 19, 2004.

      5. Miscellaneous.

            (a)   Captions; Certain Definitions. Titles and captions of or in
this Amendment are inserted only as a matter of convenience and for reference
and in

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no way define, limit, extend or describe the scope of this Amendment or the
intent of any of its provisions. The parties to this Amendment agree to all
definitions in this statement of the parties to this Amendment. A capitalized
term in this Amendment has the same meaning as it has as a capitalized term in
the Secured Note unless the context clearly indicates to the contrary.

            (b)   Controlling Law. This Amendment is governed by, and shall be
construed and enforced in accordance with the laws of the State of Florida
(except the laws of that jurisdiction that would render such choice of laws
ineffective).

            (c)   Counterparts. This Amendment may be executed in one or more
counterparts (one counterpart reflecting the signatures of all parties), each of
which shall be deemed to be an original, and it shall not be necessary in making
proof of this Amendment or its terms to account for more than one of such
counterparts. This Amendment may be executed by each party upon a separate copy,
and one or more execution pages may be detached from a copy of this Amendment
and attached to another copy in order to form one or more counterparts.

                             SIGNATURE PAGE FOLLOWS

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      DULY EXECUTED and delivered by GCFG and the Company, on March 19, 2004
effective as set forth above.

GCFG:                                  GLOBAL CAPITAL FUNDING GROUP, L.P.

                                       Gobal Capital Management Services, Inc.
                                             its General Partner

By: /s/ Lewis N. Lester
    --------------------------
Name: Lewis N. Lester

Title: CFO

Company:                               METROPOLITAN HEALTH NETWORKS, INC.

By:  /s/ DAVID S. GARTNER
    --------------------------
Name: DAVID S. GARTNER
Title: CFO

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