METROPOLITAN
HEALTH NETWORKS, INC.

     

    Non-Qualified Stock Option
Agreement

     

    This
Non-Qualified Stock Option Agreement
certifies that, pursuant to the Metropolitan Health Networks, Inc. (the
“Company”) Omnibus Equity
Compensation Plan (the “Plan”), the Compensation Committee has granted an
option to purchase shares of common stock, par value $.001 per share (the
“Common Stock”) of Metropolitan Health Networks, Inc. as stated
below.  Capitalized terms used herein and not defined shall have the
meaning ascribed to such terms in the Plan.

     

    
    

     

    
      	 	Optionee:  	 	__________________________________________
	 	 	 	 
	 	Address: 	 	__________________________________________
	 	 	 	__________________________________________
	 	 	 	 
	 	Number of
      Shares  	 	_______ shares of
      the Common Stock (the Subject to the Option“Option Shares”)
	 	 	 	 
	 	Option Exercise
      Price: 	 	US$_______ per share
      of Common Stock (the “PerShare Exercise Price”), which is equal to the
      marketprice of the Common Stock at [the end of businesson the day
      preceding the Grant Date][the end of business on __________]
	 	 	 	 
	 	 Grant
      Date:   	 	___________
      ________, 200___ (the “Grant Date”)


    

     

    
      
        	 	METROPOLITAN
      HEALTHNETWORKS, INC.
	 	 
	 Dated:  As
      of _________ ____, 200__  	
                By:___________________________________

                    Michael
      M. Earley

                    Chairman and
      Chief Executive Officer

              
	 	 


      

    

                                                                                

    The
undersigned hereby accepts the foregoing option and agrees to the terms and
conditions thereof as described in Exhibit A attached
hereto and made a part hereof.  The undersigned hereby acknowledges
receipt of a copy of the Metropolitan Health Networks, Inc. Omnibus Equity Compensation Plan,
a copy of which is attached hereto as Exhibit B, and agrees
to be bound by the terms of such Plan.

    
       

      
        
          	 	OPTIONEE
	 	 
	 Dated:  As
      of _________ ____, 200__  	
                  ___________________________________

                  Name:

                
	 	 


        

      

                            

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    EXHIBIT
A

    


    Terms and conditions of the
Non-Qualified Stock Option Agreement for Directors

    


    1. Grant of
Option.  Metropolitan Health Networks, Inc., a Florida
corporation (the “Company”), hereby grants to the Optionee, as of the Grant Date
an option (the “Option”), pursuant to the Plan, to purchase the Option Shares at
the Per Share Exercise Price, purchasable as set forth in and subject to the
terms and conditions of this Option and the Plan.  Except where the
context otherwise requires, the term “Company” shall include all future
subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the
Internal Revenue Code of 1986, as amended or replaced from time to time (the
“Code”).

     

    2. Non-Qualified Stock
Option.  The Option shall constitute and be treated at all
times by the Optionee and the Company as a "non-qualified stock option" for U.S.
Federal income tax purposes and shall not constitute and shall not be treated as
an "incentive stock option" as defined under Section 422(b) of the
Code.

     

    3. Exercise of Option and
Provisions for Termination;Vesting
Schedule.  The Option shall [fully vest on the Grant Date][vest
as follows:____% of the Option Shares will vest and become exercisable on the
___ anniversary of the Grant Date, ____% of the Option Shares will vest and
become exercisable on the ___ anniversary of the Grant Date, :____% of the
Option Shares will vest and become exercisable on the ___ anniversary of the
Grant Date, :____% of the Option Shares will vest and become exercisable on the
___ anniversary of the Grant Date].  Except as otherwise provided in
this Agreement, this Option may be exercised at any time during the period (the
“Exercise Period”) [commencing on the Grant Date and terminating on the ten year
(10th)
anniversary of the Grant Date (the “Expiration Date”).]  This Option
may not be exercised at any time on or after the Expiration Date.

     

    (a) Exercise
Procedure.  Subject to the conditions set forth in this
Agreement and the Plan, this Option shall be exercised by the Optionee’s
delivery of written notice of exercise to the General Counsel of the Company,
specifying the number of Option Shares to be purchased and the purchase price to
be paid therefor (the “Purchase Price”).  Such notice must be signed
and dated and be accompanied by payment in full of the Purchase Price in
accordance with Section 4 of this Agreement.  Such exercise shall be
effective upon receipt by the General Counsel of the Company of such written
notice together with the Purchase Price.  The Optionee may purchase
less than the number of Shares covered hereby, provided that no partial exercise
of this Option may be for any fractional Share.

     

    4. Payment of Purchase
Price.  Payment of the Purchase Price for the Shares purchased
upon the exercise of this Option shall be made by delivery to the Company of one
or some combination of the following items of consideration with a value on the
date of exercise equal to the Purchase Price of the subject Shares:

     

    (a) cash;

     

    (b) a
certified check or bank check;

     

    
      
         

      

      
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    (c) a cash
equivalent instrument that is reasonably acceptable to the Company;
or

     

    (d) shares of
Common Stock (provided that the such shares of Common Stock have been held by
the Optionee (or any other person or persons exercising the Option) for at least
six months).

     

    5. Delivery of Option
Shares:  Compliance with Securities Law, Etc.

     

    (a) General.  The
Company shall, upon payment of the option price for the number of Option Shares
purchased and paid for, make prompt delivery of such Option Shares to the
Optionee, provided
that if any law or regulation require the Company to take any action with
respect to such Option Shares before the issuance thereof, then the date of
delivery of such Option Shares shall be extended for the period necessary to
complete such action.

     

    (b) Listing Qualifications,
Securities Law Compliance, Etc.  Notwithstanding anything to
the contrary in this Agreement, no shares of Common Stock purchased upon
exercise of the Option, and no certificate representing such shares, shall be
issued or delivered if (a) such shares have not been admitted to listing upon
official notice of issuance on each stock exchange, if any, upon which shares of
that class are then listed, or (b) in the opinion of counsel to the
Company, such issuance or delivery would (i) cause the Company to be in
violation of or to incur liability under any federal, state or other securities
law, or any other requirement of law or any requirement of any stock exchange
regulations or listing agreement to which the Company is a party, or of any
administrative or regulatory body having jurisdiction over the Company or
(ii) require registration (apart from any registrations as have been
theretofore completed by the Company covering such shares) under any federal,
state, or other securities or similar law.

     

    6. No Special Employment or
Similar Rights.  Nothing contained in the Plan or this Option
shall be construed or deemed by a person under any circumstances to bind the
Company to continue the relationship of the Optionee with the Company for the
period within which this Option may be exercised or otherwise.

     

    7. Rights as a
Shareholder.  The Optionee shall have no rights as a
shareholder with respect to any Option Shares which may be purchased by exercise
of this Option (including, without limitation, any rights to receive dividends
or non-cash distributions with respect to such Option Shares) unless and until a
certificate representing such Option Shares is duly issued and delivered to the
Optionee.  No adjustment shall be made for dividends or other rights
for which the record date is prior to the date such certificate is
issued.

     

    8. Adjustment
Provisions.

     

    (a) General.  If,
through or as a result of any consolidation of shares of Common Stock, merger or
consolidation of the Company or its Subsidiaries or sale or other disposition by
the Company or its Subsidiaries of all or a portion of its assets, any other
change in the Company's or its Subsidiaries' corporate structure, or any
distribution to shareholders other than a cash dividend results in the
outstanding shares of Common Stock, or any securities exchanged therefor or
received in their place, being exchanged for a different number or class of
shares of Common Stock or other securities of the Company, or for shares of
Common Stock or other securities of any other Company; or new, different or
additional shares or other securities of the Company or of any other Company
being received by the holders of outstanding shares of Common Stock, the
Optionee shall, with respect to this Option or any unexercised portion hereof,
be entitled to the rights and benefits, and be subject to the limitations, set
forth in the Plan.

     

    
      
         

      

      
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    (b) Board Authority to Make
Adjustments.  Any adjustments under this Section 8 will be made
by the Board of Directors and/or the Compensation Committee, whose determination
as to what adjustments, if any, will be made and the extent thereof will be
final, binding and conclusive.  No fractional Shares will be issued
pursuant to this Option on account of any such adjustments.

     

    9. Change of
Control.  In the event of an Acceleration Event (as such term
is defined in the Plan) or upon the occurrence of a Change of Control (as such
term is defined in the Plan) prior to the Expiration Date or termination of this
Option, the Option granted hereunder, to the extent not previously exercisable
and vested, shall become immediately exercisable and fully vested.

     

    10. Withholding
Taxes.  The Company’s obligation to deliver Option Shares upon
the exercise of this Option shall be subject to the Optionee’s satisfaction of
all applicable, federal, state and local income and employment tax withholding
requirements.

     

    11. Financial Restatements Due
to Intentional Misconduct or Gross Negligence.

     

    (a)           In
the event that the disinterested and independent (as determined in accordance
with the NYSE AMEX listing standards) members of the Board of Directors
determine (the “Board Determination”) that the Optionee’s intentional misconduct
or gross negligence directly or indirectly caused or contributed to a
restatement of the Company’s consolidated financial statements due to the
material non-compliance of the Company with any financial reporting requirement
under the U.S. federal securities laws, whether such restatement is required by
law or the Board of Directors determines, in its discretion, such restatement is
necessary or desirable to serve the best interests of the Company, then any
vested and unvested Options then held by the Optionee that were granted during
the three month period prior to or the nine month period following the first
public issuance or filing with the Securities Exchange Commission (whichever
occurs first) of the incorrect financial statements shall be immediately
cancelled and rendered null and void without any payment therefor. In addition,
for any Options that were exercised during the nine month period following the
first public issuance or filing with the Securities Exchange Commission
(whichever occurs first) of the incorrect financial statements (the “Covered
Options”), the Optionee shall be required to repay or otherwise reimburse the
Company, upon demand, an amount in cash or shares of Common Stock having a value
equal to the amount described in clause (i), (ii) or (iii) below, depending on
whether the Optionee still holds the Option Shares acquired upon exercise of the
Covered Options:

     

    (i)           to
the extent that such Option Shares have been sold, the difference between the
aggregate proceeds received from such sale of such Option Shares over the
aggregate Option Exercise Price for such Option Shares,

     

    
      
         

      

      
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    (ii)           to
the extent that such Option Shares have been transferred otherwise than for
value (ex. a transfer by gift, a transfer upon death), the difference between:
(x) the greatest of (a) the Fair Market Value (as defined in the Plan) of such
Option Shares on the date the Covered Options were exercised, (b) the Fair
Market Value of such Option Shares on the date the Option Shares underlying the
Covered Options were transferred and (c) the Fair Market Value of such Option
Shares on the date of the Board Determination and (y) the aggregate Option
Exercise Price with respect to such Option Shares; and/or

     

    (iii)           to
the extent that such Option Shares have not been sold or otherwise transferred
at the time the Company demand is made, the difference between: (x) the greater
of (a) the Fair Market Value of such Option Shares on the date the Covered
Options were exercised and (b) the Fair Market Value of such Option Shares on
the date of the Board Determination and (y) the aggregate Option Exercise Price
with respect to such Option Shares.

     

    (b)           This
section does not constitute the Company’s exclusive remedy for the Optionee’s
commission of intentional misconduct or gross negligence.  The Company
may seek any additional legal or equitable remedy, including injunctive relief,
for any such violations. The provisions in this section are essential economic
conditions to the Company’s grant of Options to the Optionee. By receiving the
grant of Options hereunder, the Optionee agrees that the Company may deduct from
any amounts it owes the Optionee from time to time (such as wages or other
compensation, deferred compensation credits, vacation pay, any severance or
other payments owed following a Termination of Employment, as well as any other
amounts owed to the Optionee by the Company) to the extent of any amounts the
Optionee owes the Company under this section. The provisions of this section and
any amounts repayable by the Optionee hereunder are intended to be in addition
to any rights to repayment the Company may have under Section 304 of the
Sarbanes-Oxley Act of 2002 and other applicable law.

     

    12. Representations.  The
Optionee represents, warrants and covenants that:

     

    (a) Any
Option Shares purchased upon the exercise of this Option shall be acquired for
the Optionee’s account for investment only, and not with a view to, or for sale
in connection with, any distribution of the Option Shares in violation of the
Securities Act, or any rule or regulation under the Securities Act.

     

    (b) The
Optionee has had such opportunity as he or she has deemed adequate to obtain
from representatives of the Company such information as is necessary to permit
the Optionee to evaluate the merits and risks of his or her investment in the
Company.

     

    (c) The
Optionee is able to bear the economic risk of holding such Option Shares
acquired pursuant to the exercise of this Option for an indefinite
period.

     

    (d) The
Optionee understands the tax consequences of the granting of the Option, the
acquisition of rights to exercise the Option with respect to any Option Shares,
the exercise, release or other disposal of the Option and purchase of Option
Shares hereunder, and the subsequent sale or other disposition of any Option
Shares acquired hereunder.  In addition, the Optionee understands that
the Company may be required to pay, or account for taxes in respect of any
compensation income, or other income or gain realized by the Optionee upon
exercise of the Option granted hereunder.  To the extent that the
Company is required to pay, account for or withhold any such taxes, then, unless
both the Optionee and the Committee have otherwise agreed upon alternate
arrangements, the Optionee hereby agrees that the Company may deduct from any
payments of any kind otherwise due to the Optionee an amount equal to the total
taxes required to be so paid, accounted for or withheld (as permitted by law),
or if such payments are inadequate to satisfy such taxes, or if no such payments
are due or to become due to the Optionee, then the Optionee agrees to provide
the Company with cash funds or make other arrangements satisfactory to the
Company regarding such payment.  It is understood that all matters
with respect to the total amount of taxes to be withheld in respect of any such
compensation income shall be determined by the Company in its sole
discretion.

     

    
      
         

      

      
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    By making
payment upon exercise of this option, the Optionee shall be deemed to have
reaffirmed, as of the date of such payment, the representations made in this
Section 12.

     

    13. Restrictions on Transfer of
Option Shares.

     

    (a) The
Optionee hereby acknowledges and agrees that the Option shall not be
transferable by the Optionee other than by will or by the laws of descent and
distribution, and shall be exercisable during the lifetime of the Optionee only
by him or by his guardian or legal representative.

     

    (b) The
Optionee hereby acknowledges that in connection with any public offering of the
Company’s Common Stock, the underwriters for the Company may require that the
Company's officers, directors, and/or certain other shareholders not sell their
Shares for a certain period of time before or after the effectiveness of any
registration statement of the Company filed in connection with such
offering.  The Optionee hereby agrees that upon the Company's request
in connection with any such public offering, that the Optionee will not,
directly or indirectly, offer, sell, contract to sell, make subject to any
purchase option, or otherwise dispose of any Option Shares for a period
requested by the underwriter or its representative, not to exceed ten (10) days
before and 90 days after the date of the effectiveness of any such registration
statement, without the prior written consent of the underwriter or its
representative.

     

    14. Legends.  All
stock certificates representing Option Shares issued to the Optionee upon
exercise of this Option shall have affixed thereto legends substantially in the
following form, in addition to any other legends required by applicable state
law:

     

    “The
shares of stock represented by this certificate are subject to certain
restrictions on transfer contained in an Option Agreement, a copy of which will
be furnished upon request by the issuer.” 

     

    15. Termination of Service as
Director.  The Option shall lapse and cease to be exercisable
within three months (the “Termination Exercise Period”) following the Optionee’s
termination of service as a director of the Company unless the Optionee is
removed with cause.  The Termination Exercise Period shall be extended
to one year and the Option granted hereunder, to the extent not previously
exercisable and vested, shall become immediately exercisable and fully vested in
accordance with its terms, in the event the Optionee’s service as a director
shall have terminated:

     

    
      
         

      

      
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    (a) as a
result of Retirement or Disability; and

     

    (b) as a
result of death, or if death shall have occurred during the Termination Exercise
Period.

     

    Notwithstanding
the foregoing, the Compensation Committee reserves the right to cancel or
suspend the Option granted hereunder if the Optionee is removed with cause or
the Compensation Committee determines that the Optionee is competing or has
competed with the Company as set forth in Sections 3.15 and 14.2 of the
Plan.

    


    16. Effectiveness of the Grant
of the Option.  The grant of the Option by the Company to the
Optionee shall not become effective until the Optionee executes the cover page
of this Agreement and returns this Agreement with the executed cover page to the
Company.  In the event the Optionee fails to execute and return this
Agreement to the Company within one month after the Grant Date, this Agreement
shall immediately terminate in all respects and this Agreement shall immediately
cease to be an operative contract.

     

    17. Plan
Documents.  This Agreement is qualified in its entirety by
reference to the provisions of the Plan, as amended from time to time, which are
hereby incorporated herein by reference.  The interpretation and
construction by the Compensation Committee of the Plan, this Agreement, the
Option granted hereunder, and such rules and regulations as may be adopted by
the Committee for the purpose of administering the Plan, shall be final, binding
and conclusive.  Until the Option shall expire, terminate, or be
exercised in full, the Company shall, upon written request therefor, send a copy
of the Plan, in its then-current form, to the Optionee or any other person or
entity then entitled to exercise the Options.

     

    18. Miscellaneous.

     

    (a) This
Agreement may (except as provided in the Plan) only be amended, altered or
modified by a written instrument signed by the parties hereto, or their
respective successors, and it may not be terminated (except as provided herein
or in the Plan).

     

    (b) All
notices under this Option shall be mailed or delivered by hand to (i) the
Company at the address set forth below, (ii) the Optionee at the address set
forth on the first page of this option, or (iii) at such other address as may be
designated in writing by either of the parties to one another.

     

    If to the
Company:               Metropolitan
Health Networks, Inc.

    250 South Australian Avenue, Suite
400

    West Palm Beach, FL
33401.

    


    If to the
Optionee:                See
address of Optionee on the cover page of this Agreement.

    


    
      
         

      

      
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    19. Applicable
Law.  This Option shall be governed by and construed in
accordance with the laws of the State of Florida, but without regard to the
principle of conflict of laws thereof.  If any one or more provisions
of this Agreement shall be found to be illegal or unenforceable in any respect,
the validity and enforceability of the remaining provisions hereof shall not in
any way be affected or impaired thereby.  The parties hereto hereby
submit themselves to the exclusive jurisdiction of the state or Federal courts
located in Palm Beach County, Florida and (a) agree and acknowledge that any
claim, action or pro­ceeding regarding the Company or this Agreement shall
be brought in such courts, and (b) hereby waive any objections to such venue,
including, without limitation, any objections based on such venue being an
inconvenient forum.

     

    20. Entire
Agreement.  This Agreement constitutes the entire agreement
between the Company and the Optionee and supersedes any prior agreements and
understandings, oral or written, between the Company and the Optionee concerning
the subject matter of this Agreement.

     

    21. Construction.  The
section headings contained in this Agreement are for reference only and shall
have no effect on the interpretation of any of the provisions of this
Agreement.

     

    22. Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company and upon the legal
representatives, executors, administrators, heirs, legatees and any permitted
assignee of the Optionee.

     

    


    
      
         

      

      
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    EXHIBIT
B

    


    COMPANY’S
OMNIBUS EQUITY COMPENSATION PLAN

    


    
      	 
      


    

    [See
Attached]

     

     

    
      
         

      

      
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