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                                                                    EXHIBIT 10.6

                                                                       EXHIBIT A

                          REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 30, 2001 between
Copira Investments Inc., a British Virgin Islands company ("Purchaser") and
Metropolitan Health Networks, Inc. (the "Company").

         WHEREAS, simultaneously with the execution and delivery of this
Agreement, the parties shall enter into the Common Stock Purchase Agreement,
dated as of the date hereof, (the "Purchase Agreement") pursuant to which the
Purchaser has committed to purchase up to $12,000,000 of the Company's Common
Stock (terms not defined herein shall have the meanings ascribed to them in the
Purchase Agreement) and the Warrant; and

         WHEREAS, the execution and delivery of this Agreement and granting to
the Purchaser of the registration rights set forth herein with respect to the
Shares is a component part of the transaction contemplated under the Purchase
Agreement.

         NOW, THEREFORE, the parties hereto mutually agree as follows:

         Section 1. Registrable Securities. As used herein the term "Registrable
Security" means all Shares that (i) have not been sold under the Registration
Statement, (ii) have not been sold under circumstances under which all of the
applicable conditions of Rule 144 (or any similar provision then in force) under
the Securities Act ("Rule 144") are met, (iii) have not been otherwise
transferred to persons who may trade such Shares without restriction under the
Securities Act, and the Company has delivered a new certificate or other
evidence of ownership for such Shares not bearing a restrictive legend, or (iv)
may not be sold without any time, volume or manner limitations pursuant to Rule
144(k) (or any similar provision then in effect) under the Securities Act. In
the event of any merger, reorganization, consolidation, recapitalization or
other change in corporate structure affecting the Common Stock, such adjustment
shall be deemed to be made in the definition of "Registrable Security" as is
appropriate in order to prevent any dilution or enlargement of the rights
granted pursuant to this Agreement.

         Section 2. Restrictions on Transfer. The Purchaser acknowledges and
understands that in the absence of an effective Registration Statement
authorizing the resale of the Shares as provided herein, the Shares are
"restricted securities" as defined in Rule 144. The Purchaser understands that
no disposition or transfer of the Shares may be made by Purchaser in the absence
of (i) an opinion of counsel to the Purchaser, in form and substance reasonably
satisfactory to the Company, that such transfer may be made without registration
under the Securities Act or (ii) such registration.

         With a view to making available to the Purchaser the benefits of Rule
144, the Company agrees to:

            (a) use its best efforts to comply with the provisions of paragraph
      (c)(1) of Rule 144; and

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            (b) use its best efforts to file with the Commission in a timely
      manner all reports and other documents required to be filed by the Company
      pursuant to Section 13 or 15(d) under the Exchange Act; and, if at any
      time it is not required to file such reports but in the past had been
      required to or did file such reports, it will, upon the request of the
      Purchaser, make available other information as required by, and so long as
      necessary to permit sales of, its Registrable Securities pursuant to Rule
      144.

         Section 3. Registration Rights With Respect to the Shares.

            (a) The Company agrees that it will prepare and file with the
      Securities and Exchange Commission ("Commission"), within forty-five (45)
      days after the date hereof, a registration statement (on Form S-3 and/or
      SB-2, or other appropriate form of registration statement) under the
      Securities Act (the "Registration Statement"), at the sole expense of the
      Company (except as provided in Section 3(c) hereof), so as to permit a
      public offering and resale of the Shares under the Securities Act by
      Purchaser.

            (b) The Company shall cause the Registration Statement to become
      effective within the earlier of (i) one hundred twenty (120) days of the
      date of filing the Registration Statement, or (ii) five (5) days after
      receiving written notice of SEC clearance and will within said five (5)
      days request acceleration of effectiveness. The Company will notify
      Purchaser of the effectiveness of the Registration Statement within one
      Trading Day of such event.

            (c) The Company will maintain the Registration Statement or
      post-effective amendment filed under this Section 3 hereof effective under
      the Securities Act until the earliest of (i) the date that all the
      Registrable Securities have been disposed of pursuant to the Registration
      Statement, (ii) the date that all of the Registrable Securities have been
      sold pursuant to the Registration Statement, (iii) the date that all of
      the Registrable Securities have been otherwise transferred to persons who
      may trade such shares without restriction under the Securities Act, and
      the Company has delivered a new certificate or other evidence of ownership
      for such Shares not bearing a restrictive legend, (iv) the date that all
      of the Registrable Securities may be sold without any time, volume or
      manner limitations pursuant to Rule 144(k) or any similar provision then
      in effect under the Securities Act in the opinion of counsel to the
      Company, which counsel shall be reasonably acceptable to the Purchaser,
      (v) provided one year has elapsed since the Initial Closing or the
      Purchaser has sold all of the Warrant Shares, 45 Trading Days after the
      Agreement is terminated pursuant to the Purchase Agreement (the
      "Effectiveness Period").

            (d) All fees, disbursements and out-of-pocket expenses and costs
      incurred by the Company in connection with the preparation and filing of
      the Registration Statement under subparagraph 3(a) and in complying with
      applicable securities and Blue Sky laws (including, without limitation,
      all attorneys' fees of the Company) shall be borne by the Company. The
      Purchaser shall bear the cost of underwriting and/or brokerage discounts,
      fees and commissions, if any, applicable to the Shares being registered
      and the fees and expenses of its counsel.


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            (e) The Purchaser and its counsel shall have a reasonable period,
      not to exceed five (5) Trading Days, to review the proposed Registration
      Statement or any amendment thereto, prior to filing with the Commission,
      and the Company shall provide the Purchaser with copies of any comment
      letters received from the Commission with respect thereto within two (2)
      Trading Days of receipt thereof.

            (f) The Company shall make reasonably available for inspection by
      Purchaser, any underwriter participating in any disposition pursuant to
      the Registration Statement, and any attorney, accountant or other agent
      retained by the Purchaser or any such underwriter all relevant financial
      and other records, pertinent corporate documents and properties of the
      Company and its subsidiaries, and cause the Company's officers, directors
      and employees to supply all information reasonably requested by the
      Purchaser or any such underwriter, attorney, accountant or agent in
      connection with the Registration Statement, in each case, as is customary
      for due diligence examinations; provided, however, that all records,
      information and documents that are designated in writing by the Company,
      in good faith, as confidential, proprietary or containing any material
      non-public information shall be kept confidential by the Purchaser and any
      such underwriter, attorney, accountant or agent, unless such disclosure is
      made pursuant to judicial process in a court proceeding (after first
      giving the Company an opportunity promptly to seek a protective order or
      otherwise limit the scope of the information sought to be disclosed) or is
      required by law, or such records, information or documents become
      available to the public generally or through a third party not in
      violation of an accompanying obligation of confidentiality. If the
      foregoing inspection and information gathering would otherwise disrupt the
      Company's conduct of its business, such inspection and information
      gathering shall, to the maximum extent possible, be coordinated on behalf
      of the Purchaser and the other parties entitled thereto by one firm of
      counsel designed by and on behalf of the majority in interest of Purchaser
      and other parties.

            (g) The Company shall qualify any of the Shares for sale in such
      states as the Purchaser reasonably designates and shall furnish
      indemnification in the manner provided in Section 6 hereof. However, the
      Company shall not be required to qualify in any state which will require
      an escrow or other restriction relating to the Company and/or the sellers,
      or which will require the Company to qualify to do business in such state
      or require the Company to file therein any general consent to service of
      process.

            (h) The Company at its expense will supply the Purchaser with copies
      of the Registration Statement and the final prospectus included therein
      (the "Prospectus") and other related documents in such quantities as may
      be reasonably requested by the Purchaser.

            (i) The Company shall not be required by this Section 3 to include
      the Purchaser's Shares in any Registration Statement which is to be filed
      if, in the opinion of counsel for both the Purchaser and the Company (or,
      should they not agree, in the opinion of another counsel experienced in
      securities law matters acceptable to counsel for the Purchaser and the
      Company) the proposed offering or other transfer as to which such
      registration is requested is exempt from applicable federal and state
      securities laws and would result in all purchasers or transferees


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      obtaining securities which are not "restricted securities", as defined in
      Rule 144 under the Securities Act.

            (j) If at any time or from time to time after the effective date of
      the Registration Statement, the Company notifies the Purchaser in writing
      of the existence of a Potential Material Event (as defined in Section 3(k)
      below), the Purchaser shall not offer or sell any Shares or engage in any
      other transaction involving or relating to Shares, from the time of the
      giving of notice with respect to a Potential Material Event until the
      Purchaser receives written notice from the Company that such Potential
      Material Event either has been disclosed to the public or no longer
      constitutes a Potential Material Event (the "Suspension Period").
      Notwithstanding anything herein to the contrary, if a Suspension Period
      occurs at any time during any period commencing on a Trading Day a Draw
      Down Notice is deemed delivered and ending ten (10) Trading Days following
      the end of the corresponding Draw Down Pricing Period, then the Company
      must compensate the Purchaser for any net decline in the market value of
      any Shares purchased, or committed to be purchased, by the Purchaser
      pursuant to such recent Draw Down Pricing Period through the end of such
      Suspension Period. Net decline shall be calculated as the difference
      between the highest VWAP during the applicable Suspension Period and the
      VWAP on the Trading Day immediately following a properly delivered notice
      to the Purchaser that such Suspension Period has ended. If a Potential
      Material Event shall occur prior to the date the Registration Statement is
      filed, then the Company's obligation to file the Registration Statement
      shall be delayed without penalty for not more than thirty (30) calendar
      days. The Company must give Purchaser notice in writing of the existence
      of a Potential Material Event promptly upon knowledge that such an event
      exists and, where possible, at least two (2) days prior to the first day
      of a Suspension Period, if lawful to do so.

            (k) "Potential Material Event" means pursuant to applicable law, the
      Company is required to file a post-effective amendment to the Registration
      Statement because the Company experiences a fundamental change, must
      change the plan of distribution to the Prospectus, or must update the
      information included in the Prospectus pursuant to Section 10(a)(3) of the
      Securities Act.

         Section 4. Cooperation with Company. The Purchaser will cooperate with
the Company in all respects in connection with this Agreement, including timely
supplying all information reasonably requested by the Company (which shall
include all information regarding the Purchaser and proposed manner of sale of
the Registrable Securities required to be disclosed in the Registration
Statement) and executing and returning all documents reasonably requested in
connection with the registration and sale of the Registrable Securities and
entering into and performing its obligations under any underwriting agreement,
if the offering is an underwritten offering, in usual and customary form, with
the managing underwriter or underwriters of such underwritten offering. The
Purchaser shall consent to be named as an underwriter in the Registration
Statement. The Purchaser acknowledges that in accordance with current Commission
policy, the Purchaser will be named as the underwriter of the Shares in the
Registration Statement.


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         Section 5. Registration Procedures. If and whenever the Company is
required by any of the provisions of this Agreement to effect the registration
of any of the Registrable Securities under the Securities Act, the Company shall
(except as otherwise provided in this Agreement), as expeditiously as possible,
subject to the Purchaser's assistance and cooperation as reasonably required:

            (a) (i) prepare and file with the Commission such amendments and
      supplements to the Registration Statement and the Prospectus as may be
      necessary to keep such registration statement effective and to comply with
      the provisions of the Securities Act with respect to the sale or other
      disposition of all securities covered by such registration statement
      whenever the Purchaser of such Registrable Securities shall desire to sell
      or otherwise dispose of the same (including prospectus supplements with
      respect to the sales of securities from time to time in connection with a
      registration statement pursuant to Rule 415 promulgated under the
      Securities Act) and (ii) take all lawful action such that each of (A) the
      Registration Statement and any amendment thereto does not, when it becomes
      effective, contain an untrue statement of a material fact or omit to state
      a material fact required to be stated therein or necessary to make the
      statements therein not misleading and (B) the Prospectus, and any
      amendment or supplement thereto, does not at any time during the
      Effectiveness Period include an untrue statement of a material fact or
      omit to state a material fact required to be stated therein or necessary
      to make the statements therein, in light of the circumstances under which
      they were made, not misleading;

            (b) (i) prior to the filing with the Commission of any Registration
      Statement (including any amendments thereto) and the distribution or
      delivery of the Prospectus (including any supplements thereto), provide
      draft copies thereof to the Purchaser and reflect in such documents all
      such comments as the Purchaser (and its counsel) reasonably may propose
      and (ii) furnish to the Purchaser such numbers of copies of the Prospectus
      including a preliminary prospectus or any amendment or supplement to the
      Prospectus, as applicable, in conformity with the requirements of the
      Securities Act, and such other documents, as the Purchaser may reasonably
      request in order to facilitate the public sale or other disposition of the
      Registrable Securities;

            (c) comply with the New York blue sky laws with respect to the
      Registrable Securities (subject to the limitations set forth in Section
      3(g) above), and do any and all other acts and things which may be
      reasonably necessary or advisable to enable the Purchaser to consummate
      the public sale or other disposition in such jurisdiction of the
      Registrable Securities;

            (d) list such Registrable Securities on the Principal Market, and
      any other exchange on which the Common Stock of the Company is then
      listed, if the listing of such Registrable Securities is then permitted
      under the rules of such exchange or the Nasdaq Stock Market;

            (e) notify the Purchaser at any time when the Prospectus is required
      to be delivered under the Securities Act, of the happening of any event of
      which it has knowledge as a result of which the Prospectus, as then in


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      effect, includes an untrue statement of a material fact or omits to state
      a material fact required to be stated therein or necessary to make the
      statements therein not misleading in the light of the circumstances then
      existing, and the Company shall prepare and file a curative amendment
      under Section 5(a) as quickly as commercially possible and the period
      beginning on the date of notice until the curative amendment or curative
      supplement is filed shall be deemed a Suspension period and the Company
      shall compensate the Purchaser as set forth in Section 3(j) herein;

            (f) as promptly as practicable after becoming aware of such event,
      notify the Purchaser (or, in the event of an underwritten offering, the
      managing underwriters) of the issuance by the Commission or any state
      authority of any stop order or other suspension of the effectiveness of
      the Registration Statement at the earliest possible time and take all
      lawful action to effect the withdrawal, rescission or removal of such stop
      order or other suspension;

            (g) take all such other lawful actions reasonably necessary to
      expedite and facilitate the disposition by the Purchaser of its
      Registrable Securities in accordance with the intended methods therefor
      provided in the Prospectus which are customary for issuers to perform
      under the circumstances;

            (h) in the event of an underwritten offering, promptly include or
      incorporate in a prospectus supplement or post-effective amendment to the
      Registration Statement such information as the managing underwriters
      reasonably agree should be included therein and to which the Company does
      not reasonably object and make all required filings of such prospectus
      supplement or post-effective amendment as soon as practicable after it is
      notified of the matters to be included or incorporated in such prospectus
      supplement or post-effective amendment; and

            (i) maintain a transfer agent for its Common Stock.

         Section 6. Indemnification.

            (a) The Company agrees to indemnify and hold harmless the Purchaser
      and each person, if any, who controls the Purchaser within the meaning of
      the Securities Act ("Distributing Purchaser") against any losses, claims,
      damages or liabilities, joint or several (which shall, for all purposes of
      this Agreement, include, but not be limited to, all reasonable costs of
      defense and investigation and all reasonable attorneys' fees), to which
      the Distributing Purchaser may become subject, under the Securities Act or
      otherwise, insofar as such losses, claims, damages or liabilities (or
      actions in respect thereof) arise out of or are based upon any untrue
      statement or alleged untrue statement of any material fact contained in
      the Registration Statement, or any related preliminary prospectus, the
      Prospectus or amendment or supplement thereto, or arise out of or are
      based upon the omission or alleged omission to state therein a material
      fact required to be stated therein or necessary to make the statements
      therein in light of the circumstances when made not misleading; provided,
      however, that the Company will not be liable in any such case to the
      extent that any such loss, claim, damage or liability arises out of or is


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      based upon an untrue statement or alleged untrue statement or omission or
      alleged omission made in the Registration Statement, preliminary
      prospectus, the Prospectus or amendment or supplement thereto in reliance
      upon, and in conformity with, written information furnished to the Company
      by the Distributing Purchaser specifically for use in the preparation
      thereof. This Section 6(a) shall not inure to the benefit of any
      Distributing Purchaser with respect to any person asserting such loss,
      claim, damage or liability who purchased the Registrable Securities which
      are the subject thereof if the Distributing Purchaser failed to send or
      give a copy of the Prospectus to such person at or prior to the written
      confirmation to such person of the sale of such Registrable Securities,
      where the Distributing Purchaser was obligated to do so under the
      Securities Act or the rules and regulations promulgated thereunder. This
      indemnity agreement will be in addition to any liability which the Company
      may otherwise have.

            (b) Each Distributing Purchaser agrees that it will indemnify and
      hold harmless the Company, and each officer, director of the Company or
      person, if any, who controls the Company within the meaning of the
      Securities Act, against any losses, claims, damages or liabilities (which
      shall, for all purposes of this Agreement, include, but not be limited to,
      all reasonable costs of defense and investigation and all reasonable
      attorneys' fees) to which the Company or any such officer, director or
      controlling person may become subject under the Securities Act or
      otherwise, insofar as such losses, claims, damages or liabilities (or
      actions in respect thereof) arise out of or are based upon any untrue
      statement or alleged untrue statement of any material fact contained in
      the Registration Statement, or any related preliminary prospectus, the
      Prospectus or amendment or supplement thereto, or arise out of or are
      based upon the omission or the alleged omission to state therein a
      material fact required to be stated therein or necessary to make the
      statements therein not misleading, but in each case only to the extent
      that such untrue statement or alleged untrue statement or omission or
      alleged omission was made in the Registration Statement, preliminary
      prospectus, the Prospectus or amendment or supplement thereto in reliance
      upon, and in conformity with, written information furnished to the Company
      by such Distributing Purchaser specifically for use in the preparation
      thereof. This indemnity agreement will be in addition to any liability
      which the Distributing Purchaser may otherwise have. Notwithstanding
      anything to the contrary herein, the Distributing Purchaser shall not be
      liable under this Section 6(b) for any amount in excess of the gross
      proceeds to such Distributing Purchaser as a result of the sale of
      Registrable Securities pursuant to the Registration Statement.

            (c) Promptly after receipt by an indemnified party under this
      Section 6 of notice of the commencement of any action, such indemnified
      party will, if a claim in respect thereof is to be made against the
      indemnifying party under this Section 6, notify the indemnifying party of
      the commencement thereof; but the omission so to notify the indemnifying
      party will not relieve the indemnifying party from any liability which it
      may have to any indemnified party except to the extent of actual prejudice
      demonstrated by the indemnifying party. In case any such action is brought
      against any indemnified party, and it notifies the indemnifying party of
      the commencement thereof, the indemnifying party will be entitled to
      participate in, and, to the extent that it may wish, jointly with any
      other indemnifying party similarly notified, assume the defense thereof,
      subject to the provisions herein stated and after notice from the


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      indemnifying party to such indemnified party of its election so to assume
      the defense thereof, the indemnifying party will not be liable to such
      indemnified party under this Section 6 for any legal or other expenses
      subsequently incurred by such indemnified party in connection with the
      defense thereof other than reasonable costs of investigation, unless the
      indemnifying party shall not pursue the action to its final conclusion.
      The indemnified party shall have the right to employ separate counsel in
      any such action and to participate in the defense thereof, but the fees
      and expenses of such counsel shall not be at the expense of the
      indemnifying party if the indemnifying party has assumed the defense of
      the action with counsel reasonably satisfactory to the indemnified party;
      provided that if the indemnified party is the Distributing Purchaser, the
      fees and expenses of such counsel shall be at the expense of the
      indemnifying party if (i) the employment of such counsel has been
      specifically authorized in writing by the indemnifying party, or (ii) the
      named parties to any such action (including any impleaded parties) include
      both the Distributing Purchaser and the indemnifying party and the
      Distributing Purchaser shall have been advised by such counsel in writing
      that there may be one or more legal defenses available to the indemnifying
      party different from or in conflict with any legal defenses which may be
      available to the Distributing Purchaser (in which case the indemnifying
      party shall not have the right to assume the defense of such action on
      behalf of the Distributing Purchaser, it being understood, however, that
      the indemnifying party shall, in connection with any one such action or
      separate but substantially similar or related actions in the same
      jurisdiction arising out of the same general allegations or circumstances,
      be liable only for the reasonable fees and expenses of one separate firm
      of attorneys for the Distributing Purchaser, which firm shall be
      designated in writing by the Distributing Purchaser and be approved by the
      indemnifying party). No settlement of any action against an indemnified
      party shall be made without the prior written consent of the indemnified
      party, which consent shall not be unreasonably withheld.

            All fees and expenses of the indemnified party (including reasonable
      costs of defense and investigation in a manner not inconsistent with this
      Section and all reasonable attorneys' fees and expenses) shall be promptly
      paid to the indemnified party, as incurred; provided, that the
      indemnifying party may require such indemnified party to undertake to
      reimburse all such fees and expenses to the extent it is finally
      judicially determined that such indemnified party is not entitled to
      indemnification hereunder.

         Section 7. Contribution. In order to provide for just and equitable
contribution under the Securities Act in any case in which (i) the indemnified
party makes a claim for indemnification pursuant to Section 6 hereof but is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 6 hereof provide
for indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any indemnified party, then the Company and the
applicable Distributing Purchaser shall contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject (which shall, for
all purposes of this Agreement, include, but not be limited to, all reasonable
costs of defense and investigation and all reasonable attorneys' fees), in
either such case (after contribution from others) on the basis of relative fault


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as well as any other relevant equitable considerations. The relative fault shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company on the one hand
or the applicable Distributing Purchaser on the other hand, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and the Distributing Purchaser
agree that it would not be just and equitable if contribution pursuant to this
Section 7 were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 7. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this Section 7 shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.

         Notwithstanding any other provision of this Section 7, in no event
shall any (i) Purchaser be required to undertake liability to any person under
this Section 7 for any amounts in excess of the dollar amount of the gross
proceeds to be received by the Purchaser from the sale of the Purchaser's
Registrable Securities (after deducting any fees, discounts and commissions
applicable thereto) pursuant to any Registration Statement under which such
Registrable Securities are or were to be registered under the Securities Act and
(ii) underwriter be required to undertake liability to any person hereunder for
any amounts in excess of the aggregate discount, commission or other
compensation payable to such underwriter with respect to the Registrable
Securities underwritten by it and distributed pursuant to the Registration
Statement.

         Section 8. Notices. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be delivered as set forth
in the Purchase Agreement.

         Section 9. Assignment. Neither this Agreement nor any rights of the
Purchaser or the Company hereunder may be assigned by either party to any other
person. Notwithstanding the foregoing, (a) the provisions of this Agreement
shall inure to the benefit of, and be enforceable by, any transferee of any of
the Common Stock purchased by the Purchaser pursuant to the Purchase Agreement
other than through open-market sales, and (b) upon the prior written consent of
the Company, which consent shall not be unreasonably withheld or delayed in the
case of an assignment to an affiliate of the Purchaser, the Purchaser's interest
in this Agreement may be assigned at any time, in whole or in part, to any other
person or entity (including any affiliate of the Purchaser) who agrees to be
bound hereby.

         Section 10. Counterparts/Facsimile. This Agreement may be executed in
two or more counterparts, each of which shall constitute an original, but all of
which, when together shall constitute but one and the same instrument, and shall
become effective when one or more counterparts have been signed by each party
hereto and delivered to the other party. In lieu of the original, a facsimile


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transmission or copy of the original shall be as effective and enforceable as
the original.

         Section 11. Remedies and Severability. The remedies provided in this
Agreement are cumulative and not exclusive of any remedies provided by law. If
any term, provision, covenant or restriction of this Agreement is held by a
board of arbitration or a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of those
that may be hereafter declared invalid, illegal, void or unenforceable.

         Section 12. Conflicting Agreements. The Company shall not enter into
any agreement with respect to its securities that is inconsistent with the
rights granted to the purchasers of Registrable Securities in this Agreement or
otherwise prevents the Company from complying with all of its obligations
hereunder.

         Section 13. Headings. The headings in this Agreement are for reference
purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.

         Section 14. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made in New York by persons domiciled in New York City and without
regard to its principles of conflicts of laws. Any action may be brought as set
forth in the Purchase Agreement. The Company and the Purchaser agree to submit
themselves to the in personam jurisdiction of the state and federal courts
situated within the Southern District of the State of New York with regard to
any controversy arising out of or relating to this Agreement. Any party shall
have the right to seek injunctive relief from any court of competent
jurisdiction in any case where such relief is available. Any dispute under this
Agreement shall be submitted to arbitration under the American Arbitration
Association (the "AAA") in New York City, New York, and shall be finally and
conclusively determined by the decision of a board of arbitration consisting of
three (3) members (hereinafter referred to as the "Board of Arbitration")
selected as according to the rules governing the AAA. The Board of Arbitration
shall meet on consecutive business days in New York City, New York, and shall
reach and render a decision in writing (concurred in by a majority of the
members of the Board of Arbitration) with respect to the amount, if any, which
the losing party is required to pay to the other party in respect of a claim
filed. In connection with rendering its decisions, the Board of Arbitration
shall adopt and follow the laws of the State of New York. To the extent
practical, decisions of the Board of Arbitration shall be rendered no more than
thirty (30) calendar days following commencement of proceedings with respect
thereto. The Board of Arbitration shall cause its written decision to be
delivered to all parties involved in the dispute. The Board of Arbitration shall
be authorized and is directed to enter a default judgment against any party
refusing to participate in the arbitration proceeding within thirty days of any
deadline for such participation. Any decision made by the Board of Arbitration
(either prior to or after the expiration of such thirty (30) calendar day


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<PAGE>
period) shall be final, binding and conclusive on the parties to the dispute,
and entitled to be enforced to the fullest extent permitted by law and entered
in any court of competent jurisdiction. The prevailing party shall be awarded
its costs, including attorneys' fees, from the non-prevailing party as part of
the arbitration award. Any party shall have the right to seek injunctive relief
from any court of competent jurisdiction in any case where such relief is
available. The prevailing party in such injunctive action shall be awarded its
costs, including attorney's fees, from the non-prevailing party.

                            [SIGNATURE PAGE FOLLOWS]


                                       11
<PAGE>


                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]



         IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed, on this ___ day of March, 2001

                                        METROPOLITAN HEALTH NETWORKS, INC.



                                        By:
                                               -------------------------------
                                               Fred Sternberg, President & CEO

                                        COPIRA INVESTMENTS INC.



                                        By:
                                               -------------------------------
                                               David Sims, Director



                                       12