EXHIBIT 10.1

                              SEPARATION AGREEMENT

      THIS  SEPARATION  AGREEMENT (the  "Agreement") is made and entered into on
this 9th day of April, 2007 (the "Execution Date"), by and between METROPOLITAN
HEALTH  NETWORKS,  INC., a Florida  corporation  (the  "Company"),  and DEBRA A.
FINNEL ("Executive").

                                    RECITALS

      WHEREAS,  Executive  is  presently  employed  as the  President  and Chief
Operating  Officer  ("COO") of the  Company  and also  serves as a member of the
Company's Board of Directors;

      WHEREAS,  Executive  and Company had executed and delivered an Amended and
Restated  Employment  Agreement  as of  January 3, 2005 (the  "Prior  Employment
Agreement");

      WHEREAS,  Executive has, for personal reasons,  decided to resign from the
Company,   the   potentiality  for  which  is  not  addressed  to  the  parties'
satisfaction in the Prior Employment Agreement: and

      WHEREAS,  the Company and  Executive  mutually  agree to  terminate  their
employment  relationship  and  Executive  agrees  to  resign  as a member of the
Company's  Board of  Directors  according  to the term  and  conditions  of this
Agreement.

      NOW, THEREFORE,  in consideration of the mutual promises contained herein,
the parties agree as follows:

1. Definition of Terms.  The following terms referred to in this Agreement shall
have the following meanings:

      (a) "Base Salary" shall mean $300,000 per annum.

      (d)  "Effective  Date" shall mean the eighth (8th) day after the Execution
Date.

      (f) "Prior  Employment  Agreement"  shall mean that  certain  Amended  and
Restated Employment  Agreement between Executive and the Company,  dated January
3, 2005.

      (g) "Separation  Date" shall mean April 9, 2007 or such later date that is
mutually agreed to by the parties.

      (i) "Twelve Month Compensation  Continuation Period" shall mean the twelve
(12) month period immediately following the Separation Date.

2.  Termination  of  Employment.  Subject  to the terms and  conditions  of this
Agreement, Executive and the Company acknowledge and agree as follows:

      (a)  Termination of  Employment.  Effective as of the close of business on
the Separation  Date, the Executive shall and hereby does submit her resignation
and the Company shall and hereby does accept such  resignation and, as a result,
Executive's  employment  with  the  Company  shall,  subject  to the  terms  and
conditions  of this  Agreement,  terminate  as of the close of  business  on the
Separation Date.  Effective as of the Separation  Date,  Executive shall also be
deemed  to have  resigned  from  the  Company's  Board of  Directors.  As of the
Separation  Date, it is mutually  agreed by the parties that  Executive  will no


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longer be an  employee  or  director  of the Company and will no longer hold any
positions or offices with the  Company.  Executive  shall not be entitled to any
payments,  benefits,  damages,  awards or compensation other than as provided by
this  Agreement.  The parties shall use their best efforts to cooperate with one
another  following  the  Separation  Date in order to address  issues that might
arise  including  issues  involving the transition of a new President to METCARE
Health Plans, Inc., an affiliate of the Company.  To the extent that the Company
desires to retain the services of the  Executive on a go forward  basis,  it may
make proposals for the provision and compensation of such services, the terms of
which  must be  acceptable  to both  parties  hereto  in their  respective  sole
discretion.

      (b)  Benefits  Payable to  Executive.  In lieu of the  benefits  otherwise
contemplated  in  the  Prior  Employment  Agreement  and  in  consideration  for
Executive's  resignation and other covenants and  obligations  contained  herein
including  those  contained in the Release of Claims in the form attached hereto
and made a part  hereof as  Exhibit A (the  "Release"),  the  Company  agrees to
provide the following  severance  payments and benefits to  Executive.  All such
benefits  and  payments  shall be  payable  to  Executive  or,  in the  event of
Executive's  death or disability  prior to the date that all of the payments and
benefits  described  herein  are to be paid,  to her heirs or  guardians  of her
person or estate, as the case may be:

            (i) On the first normal payroll payment date following the Effective
Date,  the Company shall pay Executive any earned but unpaid Base Salary due for
periods up through the Separation Date;

            (ii)  On  the  first  normal  payroll  payment  date  following  the
Effective  Date,  the Company shall pay Executive any earned by unused  vacation
and/or sick days for periods up through the Separation Date;

            (iii)  The  Company  shall  pay  Executive  bonus  amounts,  if any,
awardable to Executive for her performance in the fiscal year ended December 31,
2006 in accordance with the terms of the Company's 2006 bonus plan for executive
officers and certain key  management  employees  (the "Bonus  Plan").  Executive
acknowledges that the Compensation Committee and the Board of Directors have not
yet determined the bonus amounts,  if any,  payable to any officers or employees
of the Company who are eligible to  participate in the Bonus Plan (the "Eligible
Participants") for performance in 2006. To the extent the Compensation Committee
and Board of Directors  determine to award bonus  amounts for 2006 to Executive,
Executive shall be paid such bonus amounts  contemporaneously  with the right of
payment of amounts due to other Eligible Participants.

            (iv) Within five (5) business days following  submission of a proper
expense  report by  Executive,  the Company  shall  reimburse  Executive for all
business  expenses  reasonably  incurred by  Executive  in  connection  with the
business of the Company prior to the Separation Date;  provided,  however,  that
all expense reports of Executive must, in order to be effective, be submitted on
or before the thirtieth  (30th) day following the Separation  Date. The business
expenses described in this Section 2(b)(iv) shall be in addition to the business
expenses otherwise addressed by this Agreement.

            (v)  During  the  Twelve  Month  Compensation  Continuation  Period,
Executive  shall be entitled to receive  payments  equal to her Base Salary (the
"Continuation  Payments").  The  Continuation  Payments shall be paid monthly in
accordance with the Company's normal payroll practices.

            (vi)  During  the Twelve  Month  Compensation  Continuation  Period,
Executive shall be entitled to receive the benefits set forth in Sections 4.2 of
the Prior  Employment  Agreement  to the same extent she was entitled to receive
such benefits  immediately  prior to the Separation Date. Such benefits include,
without limitation, medical, dental and hospitalization plans.


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            (vii)  During the Twelve  Month  Compensation  Continuation  Period,
Executive  shall be entitled to receive an automobile  allowance of $1500.00 per
month and a mobile  telephone  allowance of $250.00 per month.  Both  allowances
shall be paid  monthly as cash  payments  without the  necessity  of  completing
reimbursement requests.

            (viii) The Company shall transfer to Executive the right, title, and
interest in the laptop computer that was issued to her by the Company. This item
shall  be  transferred  to  Executive  as-is.  However,  Executive  agrees  that
immediately after the Separation Date,  Executive shall make the laptop computer
available  to the  Company so that the  Company  may remove any and all  Company
documents and other Company property.

            (ix)  Executive  will  be  reimbursed  for  Executive's  actual  and
reasonable  attorney's  fees incurred in connection with the negotiation of this
Agreement  as  documented  to the  Company  by  detailed  invoices  provided  to
Executive by her attorney and  forwarded to the Company's  General  Counsel (the
"Legal Fees").  The Company will pay the Legal Fees within five business days of
receiving a detailed invoice.

      (c) Stock Options.  Executive and the Company both hereby  acknowledge and
agree that,  as of the date  hereof,  the Company has granted her the  following
unexercised options to purchase shares of the Company's common stock:


Grant Date           Options Granted     Price Per Share   Shares Vested as of
----------           ---------------     ---------------   ------------------
                                                            the date hereof
                                                            ---------------
October 8, 1999           50,000            $ 0.50               50,000
January 1, 2001          200,000            $ 1.00              100,000
September 22, 2003       350,000            $ 0.35              350,000
November 5, 2004         800,000            $ 1.83              400,000


      Executive  further  acknowledges  and agrees  that all  outstanding  stock
options held by Executive  shall remain  subject to the terms and  conditions of
the applicable Company stock option plan and agreement evidencing the option.

3.  Preservation  of Indemnity  and  Directors  and Officers  Insurance  rights.
Nothing in this Agreement is intended to, or does, waive  Executive's  rights to
indemnity and defense from the Company arising out of her duties as an employee,
officer  and  director  of the  Company to the extent  that she is  entitled  to
indemnity  and  defense  pursuant  to Florida  law,  the  Company's  Articles of
Incorporation  and  the  Company's  Bylaws.  This  Agreement  shall  not  divest
Executive of any liability  insurance  rights, if any, she may have by virtue of
her employment with the Company.

4. Releases.  In addition to the mutual  covenants and agreements of the parties
contained in the Release  attached  hereto and made a part hereof but subject to
the terms and conditions of this Agreement, the parties agree as follows:

      (a)  Executive's  Release  of the  Company.  Except  as  provided  in this
Agreement and subject to the Company's  completion of its obligations  contained
in this Agreement,  Executive releases and discharges the Company, the Company's
present and former officers, directors, employees,  representatives,  attorneys,
agents, insurers, parent companies, subsidiaries,  predecessors, affiliates, and
successors from any and all claims, liabilities or obligations of every kind and
nature, whether now


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<PAGE>

known or unknown, suspected or unsuspected,  which Executive ever had or now has
but arising from the beginning of the World until the Separation Date, including
but not  limited  to all claims  arising  out of or in  connection  with (i) her
employment by the Company or her service on the Company's  Board of Directors or
the  termination  of her  employment  with the  Company  or her  service  on the
Company's  Board of Directors,  including but not limited to any contention that
Executive  was  discriminated  or  retaliated  against,   harassed,   wrongfully
terminated,  constructively  terminated  or injured by the Company in any way or
that the Company  breached any agreement with  Executive or other  obligation to
Executive,  (ii) any illness,  injury,  impairment,  or other physical,  mental,
psychological  or other medical  condition,  any claim for  benefits,  including
without  limitation  long  term  disability  benefits,   short  term  disability
benefits,  other  disability  benefits,  and (iii) any other  employment-related
benefits, including but not limited to all claims for stock options or the value
of any stock  options.  This  release  includes all federal and state common law
claims  (including  those for contract and tort) and claims under any federal or
state  statute  or  ordinance,   including,  without  limitation,  the  Employee
Retirement  Security  Income Act of 1974, the Americans with  Disabilities  Act,
Title VII of the Civil Rights Act of 1964 (as amended),  the Age  Discrimination
in Employment  Act, 42 U.S.C.  ss.1981,  42 U.S.C.  ss. 1983, the Family Medical
Leave Act, the United States  Constitution and the Sarbanes-Oxley Act, 18 U.S.C.
ss. 1514.  Executive  represents that she is unaware of any act taken by herself
in her  capacity  as an  employee,  officer or director of the Company or by any
other the Company employee as of the date hereof which gives rise to a violation
of federal or state law or regulation  and which facts have not been  previously
reported by Executive to the Company management.

      (b) Company's  Release of Executive.  Except as provided in this Agreement
and subject to the Executive's  completion of her obligations  contained in this
Agreement,  the  Company  releases  and  discharges  Executive  from any and all
claims,  liabilities or obligations of every kind and nature,  whether now known
or unknown, suspected or unsuspected,  which the Company ever had or now has but
arising from the beginning of the World until the Separation Date, including but
not limited to all claims arising out of or in connection with her employment by
the Company or her service on the  Company's  Board of  Directors.  This release
includes all federal and state common law claims  (including  those for contract
and tort) and claims under any federal or state statute or ordinance.

      (c) No  Assignment  of Claims.  Except as  authorized  by this  Agreement,
Executive  acknowledges  and agrees that she has not  assigned,  transferred  or
conveyed to any person or entity any claim,  demand,  liability,  obligation  or
cause of action released or to be released by this Agreement.  Executive  agrees
to indemnify,  defend and hold harmless the Company and/or any present or former
officers, directors,  employees,  representatives,  attorneys, agents, insurers,
parent companies,  predecessors,  affiliates,  subsidiaries or successors of the
Company from any claims which may be asserted  against them based on, or arising
out of, any such assignment, transfer, or conveyance.

5. No Mitigation.  The earnings,  payments,  equity and benefits contemplated by
this  Agreement,  shall not be reduced  by any  earnings,  payments,  equity and
benefits that Executive may receive from any other source.

6. Non-Disparagement and Public Announcements Regarding Separation. The officers
and  directors of the Company  agree not to make any  defamatory  remarks  about
Executive to third parties.  Executive agrees not to make any defamatory remarks
about  the  Company  (including  its  employees,  officers,  directors,  agents,
products,  services,  or business  practices).  The parties  understand  that by
agreeing to the provisions of this Section,  they are waiving rights  guaranteed
by  the  First  Amendment  of the  United  States  Constitution  and  State  law
counterparts.  Subject to the Company's disclosure obligations under the federal
securities  laws,  the parties shall mutually agree to the content of any public
announcements  made by the Company or Executive  regarding  the  termination  of
Executive's employment with the Company and the terms of this Agreement. In this
regard, the parties agree that the following


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statements accurately describe the resignation of the Executive and the terms of
the  separation,  which  wording  either party may utilize in response to public
inquiry:  "For personal reasons,  Ms. Debbie Finnel resigned from employment and
all officer and Director  positions  with  Metropolitan  Health  Networks,  Inc.
effective  as of April 9,  2007.  In  consideration  of Ms.  Finnel's  long term
commitment to  Metropolitan  Health  Networks,  Inc., the parties entered into a
mutually agreeable Separation  Agreement,  and the separation is amicable.  Both
parties wish the other success in their respective future endeavors."

7. Employment  Information;  Personnel File. Should Executive desire to have the
Company provide any person or entity with any information concerning Executive's
employment,  Executive  shall  direct  such  person  or entity  to  contact  the
Company's Chief Executive Officer. The Company shall respond to any such inquiry
by confirming:  (i) the dates of Executive's  employment with the Company,  (ii)
the titles of Executive's job positions with the Company, (iii) Executive's Base
Salary  and  (iv)  that  it  is  the  Company's  policy  to  provide  only  this
information.  The Company and the Executive  have had the  opportunity to review
the Personnel  File of Executive and both agree as to its accuracy.  The Company
represents and warrants that the Personnel  File is true,  accurate and complete
and  that,  with  the  exception  of a  photocopy  of  this  Agreement,  nothing
additional  has or will be added or  removed  from the  Personnel  File.  At the
written request of Executive (not more frequently than  semi-annually  following
the  Separation  Date),  the Company shall provide  Executive with access to the
Personnel  File during normal  business hours and Executive may, at her cost and
expense, photocopy the Personnel File.

8.  Successors and Assigns.  Any successor or assign (whether direct or indirect
and whether by purchase, lease, merger, consolidation, liquidation or otherwise)
to all or  substantially  all of the Company's  business and/or assets or to the
rights and/or  obligations of this Agreement  shall be obligated to perform this
Agreement  in the same  manner and to the same  extent as the  Company  would be
required to perform it in the absence of a succession or  reassignment.  Without
the written consent of the Company,  Executive shall not assign or transfer this
Agreement or any right or obligation under this Agreement to any other person or
entity.  Notwithstanding  the  foregoing,  the terms of this  Agreement  and all
rights of Executive  hereunder shall inure to the benefit of, and be enforceable
by, Executive's personal or legal  representatives,  executors,  administrators,
spouse, successors, heirs, distributees, devisees and legatees.

9. 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 Metropolitan Health Networks, 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 her
address as reflected on the payroll records of the Company with a copy to Philip
M. Sprinkle II, Esquire c/o Kaufman & Canoles,  P.C.,  Three James Center,  12th
Floor, 1051 E. Cary Street,  Richmond,  Virginia 23219, or to such other address
as either party hereto may from time to time give notice of to the other.

10.  Integration.  This Agreement as well as all Exhibits hereto  represents the
entire agreement and understanding  between the parties as to the subject matter
hereof  and  except  as  explicitly  referenced  herein,  supersedes  all  prior
agreements whether written or oral, between Executive and the Company. By way of
clarification,  unless  revoked in  accordance  with  Section  24  hereof,  this
Agreement hereby terminates and supersedes the Prior Employment Agreement.

11. Modification; Waiver. No provision of this Agreement may be modified, waived
or  discharged


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unless the modification,  waiver or discharge is agreed to in writing and signed
by Executive  and the Company's  Chief  Executive  Officer.  No waiver by either
party of any breach of, or of  compliance  with,  any  condition or provision of
this  Agreement  by the other  party shall be  considered  a waiver of any other
condition or provision  or of the same  condition or provision at another  time.
Failure or delay on the part of either party hereto to enforce any right, power,
or privilege hereunder will not be deemed to constitute a waiver thereof.

12.  Confidential  Information.   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 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 Executive
in confidence and as a fiduciary,  and 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 Executive or known by
Executive  as a  consequence  of  or  through  her  employment  by  the  Company
(including  information  conceived,  originated,   discovered  or  developed  by
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  Executive from  disclosing  Confidential  Information to the
extent required by state or federal law or regulation.

13.  Conflicting  Obligations.  The parties certify that each has no outstanding
agreement or obligation  that is in conflict with any of the  provisions of this
Agreement,  or that would  preclude  others from  complying  with the provisions
hereof,  and further certifies that neither will enter into any such conflicting
agreement.

14.  Severability.  The parties hereby agree that each provision herein shall be
treated as a separate and independent  clause, and the  unenforceability  of any
one clause shall in no way impair the enforceability of any of the other clauses
herein.  Moreover,  if one or more of the provisions contained in this Agreement
shall for any reason be held to be  excessively  broad as to scope,  activity or
subject so as to be  unenforceable at law, such provision or provisions shall be
construed by the appropriate  judicial body by limiting and reducing it or them,
so as to be enforceable to the extent  compatible  with the applicable law as it
shall then appear.

15. No Representations. Each party represents that it has had the opportunity to
consult with an attorney  and  financial  advisor,  and has  carefully  read and
understands  the scope and effect of the provisions of this  Agreement.  Neither
party has relied upon any  representations or statements made by any other party
hereto which are not specifically set forth in this Agreement.

16. Non-Solicitation and Non-Competition.

      (a) At all times while the  Executive is employed by the Company and for a
one (1) year period after the termination of the Executive's employment with the
Company for any reason,  the Executive  shall not,  directly or indirectly,  for
herself 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 know the names and  addresses  of such clients or any
information   relating  in  any  manner


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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.
During the Twelve Month Compensation  Continuation Period, Executive, by written
request  delivered to the Company's  General Counsel (the  "Request"),  may (but
shall not be obligated so to do) request a determination  (the  "Determination")
as to  whether  any  prospective  activity  is  deemed  by the  Company,  in its
reasonable  discretion,  to be in violation  of the  covenant  contained in this
Section  16(a).  The  Company  shall  provide  Executive  written  notice of the
Determination  no later  than  five (5)  business  days  following  the date the
General  Counsel  receives  the  Request.  Failure  by the  Company  to  provide
Executive  written  notice of the  Determination  within five (5) business  days
following the date the General  Counsel  receives the Request shall be deemed to
be a  determination  by the  Company  that the  prospective  activity  is not in
violation of the covenant in this Section 16(a).

      (b) During Executive's  employment with the Company and continuing through
and  until the date that is one (1) year  from the  Separation  Date,  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  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  Executive's  employment)  ("Competitive
Business");  provided,  that such provision  shall not apply to the  Executive's
ownership of common stock of the Company or the acquisition by 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 Executive  does not
control,  acquire a controlling  interest in or become a member of a group which
exercises  direct or indirect control of, more than five percent of any class of
capital  stock  of  such  corporation.  During  the  Twelve  Month  Compensation
Continuation  Period,  Executive,  by written request delivered to the Company's
General   Counsel   (the   "Request"),   may   request  a   determination   (the
"Determination") as to whether any prospective business opportunity is deemed by
the  Company,  in  its  reasonable  discretion,  to  be a  Competitive  Business
opportunity which, if accepted by her, would cause her to be in violation of the
covenant  contained in this Section 16(b).  The Company shall provide  Executive
written  notice  of the  Determination  no later  than  five (5)  business  days
following  the date the General  Counsel  receives the  Request.  Failure by the
Company to provide Executive written notice of the Determination within five (5)
business days following the date the General Counsel  receives the Request shall
be deemed to be a  determination  by the Company that the  prospective  business
opportunity  is not a Competitive  Business  opportunity  which,  if accepted by
Executive,  would cause her to be in  violation  of the covenant in this Section
16(b).

      (c) Should Executive breach this Section 16 at any time, the Company shall
be  entitled  to cease  making  any and all  payments  to  Executive  hereunder;
provided,  however,  that,  in the event of a dispute  between the parties as to
whether a breach has  occurred,  the  determination  of a breach  shall,  at the
request  of  either  party,  be made by a court  of  competent  jurisdiction  as
provided herein; provided,  further,  however, that, pending such determination,
the Company may unilaterally  elect to suspend payments to Executive  hereunder.
In the event that the Company elects to suspend  payments  hereunder and a court
of competent jurisdiction  subsequently  determines that no breach has occurred,
then and in that event,  Executive  shall,  in addition to all other remedies to
which she is  entitled  under law or  hereunder,  be entitled to interest on all
payments not  previously  made.  Interest shall be computed at the higher of the
applicable  rate of  interest as provided  under the law or eight  percent  (8%)
computed as of the date that such payments should have been made under the terms
of this Agreement.


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17. 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 Executive may have in such
Work Product. Upon the request of the Company, 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.

18. Books and Records.  All books,  records, and accounts relating in any manner
to the  customers  or clients of the Company,  whether  prepared by 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 the
Separation Date.

19.  Acknowledgement by Executive.  Executive acknowledges and confirms that (a)
the restrictive covenants contained in Sections 12, 16, 17 and 18 are reasonably
necessary to protect the legitimate  business interests of the Company,  and (b)
the  restrictions  contained  in Sections 12, 16, 17 and 18  (including  without
limitation  the length of the term of the  provisions of Sections 12, 16, 17 and
18)  are  not  overbroad,  overlong,  or  unfair  and  are  not  the  result  of
overreaching, duress or coercion of any kind. Executive further acknowledges and
confirms  that her full,  uninhibited  and  faithful  observance  of each of the
covenants  contained  in this  Sections 12, 16, 17 and 18 will not cause her any
undue  hardship,  financial or otherwise,  and that  enforcement  of each of the
covenants  contained  herein  will not impair her  ability to obtain  employment
commensurate  with  her  abilities  and  on  terms  fully  acceptable  to her or
otherwise to obtain income required for the  comfortable  support of her and her
family  and  the   satisfaction  of  the  needs  of  her  creditors.   Executive
acknowledges  and  confirms  that her special  knowledge  of the business of the
Company is such as would cause the Company serious injury or loss if she 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 Sections  12, 16, 17 and 18. The
Executive further  acknowledges that the restrictions  contained in Sections 12,
16, 17 and 18 are  intended to be, and shall be, for the benefit of and shall be
enforceable  by, the Company's  successors  and assigns.  Solely for purposes of
Sections 12, 16, 17 and 18, the term  "Company"  also shall include any existing
subsidiaries  of the Company as of the  Separation  Date 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  as of the
Separation  Date.  In the event  that a court of  competent  jurisdiction  shall
determine  that any  provision  of Sections 12, 16, 17 and 18 is invalid or more
restrictive  than permitted under the governing law of such  jurisdiction,  then
only as to enforcement of such provision  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. It is recognized and
hereby  acknowledged  by the parties hereto that a breach by Executive of any of
the  covenants  contained in Sections 12, 16, 17 and 18 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  Sections  12, 16, 17 and 18 of this
Agreement by the  Executive or any of her  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.

20.  Headings.  The headings  used herein are for  reference  only and shall not
affect the construction


                                  Page 8 of 11
<PAGE>

of this Agreement.

21. Governing Law; Venue.  This Agreement is executed and delivered in the State
of Florida and shall be construed and enforced in  accordance  with the laws and
decisions  of that State,  without  reference  to its choice of law rules.  Each
party  hereby  irrevocably  and  unconditionally  consents  and  submits  to the
exclusive  jurisdiction  of the courts of the State of  Florida  sitting in Palm
Beach County,  Florida and of the United States  District Court for the Southern
District  of Florida for any  actions,  suits or  proceedings  arising out of or
relating to this  Agreement and the  transactions  contemplated  hereby and each
party agrees not to commence any action,  suit or  proceeding  relating  thereto
except in such courts.  Each party  further  agrees that any service of process,
summons,  notice or  document by U.S.  registered  mail to its address set forth
herein shall be effective service of process for any action,  suit or proceeding
brought against it in any such court. Each party irrevocably and unconditionally
waives any  objection to the laying of venue of any action,  suit or  proceeding
arising out of this Agreement or the  transactions  contemplated  hereby in such
courts,  and irrevocably and  unconditionally  waives and agrees not to plead or
claim in any such court that any action,  suit or proceeding brought in any such
court has been brought in an inconvenient forum.

22. Best Efforts.  The parties agree to use their best efforts to give effect to
the intent of this Agreement.  Executive  agrees to execute such instruments and
documents as may be deemed  necessary or desirable by the Company to give effect
to the terms and conditions of this Agreement.

23.  Counterparts  and Facsimile.  This Agreement may be executed in one or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together  shall  constitute  one and the same  instrument.  A fax signature page
shall be deemed the  equivalent of an original for the purpose of effecting this
Agreement.

24. OWBPA  Disclosures.  Executive hereby  acknowledges,  understands and agrees
that:

      (a) Executive may have, and has had, at least  twenty-one  (21) days after
receipt of this  Agreement  within which she may review and consider it, discuss
it with an  attorney of her own  choosing,  and decide to execute or not execute
this Agreement;

      (b)  Executive  has seven (7) days after the  execution of this  Agreement
within which she may revoke this Agreement;

      (c) In order to revoke  this  Agreement,  Executive  must  deliver  to the
Company's  General  Counsel on or before  seven (7) days after the  execution of
this Agreement, a letter stating that she is revoking this Agreement; and

      (d) This Agreement shall not become  effective or enforceable  until after
the  expiration  of seven (7) days  following the date  Executive  executes this
Agreement.

25. Voluntary Execution of Agreement. This Agreement is executed voluntarily and
without  any  duress or undue  influence  on the part or  behalf of the  parties
hereto,  with the full intent of  Executive  releasing  all of her claims.  Both
parties acknowledge that:

      (a) They have read this Agreement;

      (b) They  have  been  represented  in the  preparation,  negotiation,  and
execution of this Agreement by legal counsel and financial advisors of their own
choice or that they have voluntarily declined to seek such assistance;


                                  Page 9 of 11
<PAGE>

      (c) They  understand the terms and  consequences  of this Agreement and of
the release it contains; and

      (d)  They  are  fully  aware  of the  legal  and  binding  effect  of this
Agreement.

26. 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.

27.  Attorneys Fees. In the event of any litigation  between the parties to this
Agreement,  the prevailing party shall be entitled to reasonable attorneys' fees
and court costs through both the trial level and any applicable appeals.



                             SIGNATURE PAGES FOLLOW


                                 Page 10 of 11
<PAGE>

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date set forth above.

                                   /s/ Debra A. Finnel
                                   --------------------------
                                   Debra A. Finnel



                                   METROPOLITAN HEALTH
                                   NETWORKS, INC.

                                   By: /s/ Michael M. Earley
                                       ----------------------
                                   Name:   Michael M. Earley
                                   Title:  Chairman and Chief Executive Officer


                                 Page 11 of 11
<PAGE>

                                                                       Exhibit A

                                RELEASE OF CLAIMS

      As an integral part of that Separation Agreement (the "Agreement") of even
date herewith by and between  Executive and Company as  hereinafter  defined and
subject to the terms and  conditions  of the  Agreement,  this Release of Claims
("Release")  is made and entered into by and between DEBRA A. FINNEL,  on behalf
of herself and her agents,  representatives,  heirs, executors,  administrators,
survivors and assigns  (hereinafter  collectively  "Executive") and METROPOLITAN
HEALTH NETWORKS, INC., and each of its affiliates, subsidiaries, successors, and
their respective employees,  officers,  directors, agents, legal representatives
and assigns (hereinafter collectively the "Company").  Executive and the Company
are hereinafter referred to as the "Parties."

      For  and  in  consideration  of  the  mutual  promises,   covenants,   and
undertakings  contained  herein  and in the  Agreement  and for  other  good and
sufficient  consideration  receipt of which is hereby acknowledged,  the Parties
agree to the terms of this Release as follows:

      1. This Release, and compliance with this Release,  shall not be construed
as an admission by either party of a violation of the rights or interests of the
other party or of any other  individual  or entity;  nor shall this  Release and
compliance  with this Release be construed as an admission of a violation of any
order,  ruling,  law,  statute,  regulation,  contract or  covenant,  express or
implied. The parties disclaim and deny any such violation and any liability that
would be incurred as a result.

      2.  Except as  provided  in the  Agreement  and  subject to the  Company's
completion of its obligations contained in the Agreement, Executive releases and
discharges the Company,  the Company's  present and former officers,  directors,
employees,  representatives,  attorneys,  agents,  insurers,  parent  companies,
subsidiaries,  predecessors, affiliates, and successors from any and all claims,
liabilities  or  obligations  of every  kind and  nature,  whether  now known or
unknown,  suspected  or  unsuspected,  which  Executive  ever had or now has but
arising from the beginning of the World until the Separation  Date as defined in
the  Agreement,  including  but not  limited to all claims  arising out of or in
connection  with  (i)  her  employment  by the  Company  or her  service  on the
Company's  Board of  Directors or the  termination  of her  employment  with the
Company or her service on the Company's  Board of  Directors,  including but not
limited  to any  contention  that  Executive  was  discriminated  or  retaliated
against, harassed,  wrongfully terminated,  constructively terminated or injured
by the  Company  in any way or that the  Company  breached  any  agreement  with
Executive  or  other  obligation  to  Executive,   (ii)  any  illness,   injury,
impairment, or other physical, mental, psychological or other medical condition,
any  claim for  benefits,  including  without  limitation  long term  disability
benefits,  short term disability benefits,  other disability benefits, and (iii)
any other employment-related  benefits,  including but not limited to all claims
for stock options or the value of any stock options.  This release  includes all
federal and state common law claims  (including those for contract and tort) and
claims  under any  federal or state  statute or  ordinance,  including,  without
limitation,  the Employee  Retirement Security Income Act of 1974, the Americans
with  Disabilities  Act, Title VII of the Civil Rights Act of 1964 (as amended),
the Age Discrimination in Employment Act, 42 U.S.C. ss.1981, 42 U.S.C. ss. 1983,
the  Family  Medical  Leave  Act,  the  United  States   Constitution   and  the
Sarbanes-Oxley Act, 18 U.S.C. ss. 1514.

      3.  Except  as  provided  in the  Agreement  and  subject  to  Executive's
completion of its obligations  contained in the Agreement,  the Company releases
and discharges Executive from any and all claims,  liabilities or obligations of
every kind and nature,  whether now known or unknown,  suspected or unsuspected,
which the Company  ever had or now has but  arising  from the  beginning  of the
World until the Separation Date, including but not limited to all claims arising
out of or in connection with her employment by the Company or her service on the
Company's Board of Directors. This release includes


                                 Page 12 of 11
<PAGE>

all federal and state common law claims  (including those for contract and tort)
and claims under any federal or state statute or ordinance.

      4. The Parties  understand and expressly  agree that except as provided in
this Release and the  Separation  Agreement  this Release  extends to all claims
arising  prior to the date of their  signing of this Release of every nature and
kind whatsoever,  whether known to them or not, except any rights or obligations
created or addressed by this Release or the Separation Agreement.

      The parties  have had the  opportunity  to consult  with and be advised by
counsel regarding the meaning and effect of this provision and agree voluntarily
to waive their rights,  except as described in this paragraph,  and affirm their
intention to release not only claims known but those unknown to them which arose
or may arise out of Executive's  employment with the Company or its termination,
and they  hereby do  release  all such  known and  unknown  claims  subject,  as
provided above, to the terms of this Release and the Separation Agreement.

      5. The Parties hereto  acknowledge  that they: (a) have carefully read and
understood all of the terms and  conditions of this Release;  (b) have discussed
and reviewed this Release with their  respective  attorneys;  (c) agree with the
terms  and  conditions  of  this  Release;  and  (d)  enter  into  this  Release
voluntarily and knowingly.  The Release's  terms shall not be construed  against
the drafter.

      6. The Parties agree that this Release shall be final and binding upon the
Parties,  their successors,  and assigns,  and that any changes in this Release,
whether by additions,  deletions,  waivers, amendments or modifications,  may be
made only in writing and signed by all Parties.

      7. The Parties  agree that this  Release  sets forth the entire  agreement
between the Parties and supersedes any other  understanding,  promise or Release
directly or indirectly  related to it, except the Separation  Agreement to which
it  is  attached,   which  it  does  not  supersede.  The  parties  agree  that,
notwithstanding  the terms of this  Release,  they  will  honor the terms of the
Separation  Agreement.  Other than as  provided by this  Release,  no promise or
inducement has been offered to the respective parties.

      8. If any part of this Release shall be determined to be illegal,  invalid
or  unenforceable,  the remaining part shall not be affected  thereby,  and said
illegal, unenforceable or invalid parts shall be deemed not to be a part of this
Release.

      9. This  Release is to be  interpreted  in  accordance  with  Florida  law
without regard to its conflict of law provisions.

      10.  Prior to execution of this  Release,  Executive  and the Company have
apprised  themselves  of  sufficient   information  in  order  that  they  might
intelligently  exercise  their own judgment  concerning  whether to sign it. The
Company has informed  Executive in writing to consult an attorney before signing
this Release,  and she has done so. The Company has also given Executive 21 days
in which to consider this Release,  if she wishes.  Executive  also  understands
that for a period of 7 days after she signs  this  Release  she may revoke  this
Release and that the  Release  shall not become  effective  until the eighth day
after he signs it. In order to revoke this  Release,  Executive  must deliver to
the Company's  General Counsel,  Roberto L.  Palenzuela,  on or before seven (7)
days  after  the  execution  of this  Agreement,  a letter  stating  that she is
revoking this Release.  Should  Executive  revoke this Release,  she will not be
entitled  to receive  any  benefits  under  Separation  Agreement  to which this
Release is attached as an Exhibit.

      11. The Parties represent that they have discussed  thoroughly all aspects
of this Release with their  respective  attorneys,  fully  understand all of the
provisions of the Release, and are voluntarily entering into this Release.


                                 Page 13 of 11
<PAGE>

      12. The Parties acknowledge that, except as expressly set forth herein, no
representation of any kind or character has been made to induce the execution of
this Release.

      13. This  Release may be  executed  in one or more  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the  same  instrument.  A faxed  signature  page  shall  be  deemed  the
equivalent of an original for the purpose of effecting this Release.

      14.  This  Release  does not have any effect on any  subsequently  arising
obligation  or claim of the parties  including  any  subsequently  executed  and
delivered agreement of the parties.

      15. The Company  represents  and  warrants  that the  undersigned  has the
authority  to act on behalf of the  Company  and to bind the Company and all who
may claim through it to the terms and  conditions of this Release and the person
signing below on behalf of the Company warrants that he or she has the authority
to bind the Company. Executive represents and warrants that she has the capacity
to act on his own behalf  and on behalf of all who might  claim  through  her to
bind them to the terms and  conditions of this Release.  Each party warrants and
represents  that there are no liens or claims of lien or  assignments  in law or
equity or otherwise of or against any of the claims released herein.



Date:                              By: /s/ Debra A. Finnel
      --------------                   ----------------------
                                   Debra A. Finnel



                                   METROPOLITAN HEALTH
                                   NETWORKS, INC.

Date:                              By: /s/ Michael M. Earley
      -------------                    ----------------------
                                   Name:  Michael M. Earley
                                   Title: Chairman and Chief Executive Officer



                                 Page 14 of 11