**Exhibit 10.33**

 

OPTION TO ACQUIRESHARES

OF COMMON STOCK OFNATIONAL HEALTH PARTNERS, INC.

 

WHEREAS, National Health Partners, Inc., an Indiana corporation(the “Company”) wishes to grant this option to David M. Daniels (“Holder”) theHolder.

 

NOW, THEREFORE, in consideration of the foregoing, the agreement setforth below and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, and intending to be legally boundhereby, the parties hereby agree as follows:

 

1.             Grantof Option.  The Company hereby grantsto the Holder on this 25th day of March, 2008 (the “Grant Date”) anoption (this “Option”) to purchase 400,000 shares (“Shares”) of the Company’scommon stock, $.001 par value per share (“Common Stock”), on the terms andsubject to the conditions set forth herein.

 

2.             Term of Option.  This option shall have a maximum term of ten (10) yearsmeasured from the Grant Date (the “Expiration Date”) and shall accordinglyexpire at 5:00 p.m. eastern standard time on the Expiration Date.

 

3.             Right to Exercise.  This Option may be exercised in whole or inpart in accordance with the following schedule:

 

(i)            100,000shares on the first anniversary of the date hereof;

 

(ii)           100,000shares on the second anniversary of the date hereof;

 

(iii)          100,000shares on the third anniversary of the date hereof; and

 

(iv)          100,000 shares on the fourth anniversary of the date hereof.

 

4.             Exercise Price.  Theexercise price per Share (“Exercise Price”) at which this Option may beexercised shall be [                        ]($[        ]) per Share.

 

5.             Method of Exercise.

 

(a)           ThisOption shall be exercised by execution and delivery of the Notice of Exerciseattached hereto as Appendix A (“Notice of Exercise”) or any otherwritten notice approved for such purpose by the Company that shall state theelection of the Holder to exercise this Option, the number of Shares in respectof which this Option is being exercised, and such other representations andagreements as to the holder’s investment intent with respect to such Shares asmay be required by the Company.  TheNotice of Exercise shall be accompanied by payment of the Exercise Price.  This Option shall be deemed to be exercisedupon receipt by the Company of the Notice of Exercise accompanied by payment ofthe Exercise Price.

 

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(b)           No Sharesshall be issued pursuant to the exercise of this Option unless such issuanceand such exercise shall comply with all relevant provisions of applicable law,including the requirements of any stock exchange upon which the Shares may thenbe listed.  Assuming such compliance, forincome tax purposes the Shares shall be considered transferred to the Holder onthe date on which this Option is exercised with respect to such Shares.

 

(c)           ThisOption may not be exercised for a fractional Share or scrip representing afractional Share.  In lieu of anyfractional Share to which the Holder would otherwise be entitled, the Companyshall make a cash payment equal to the Exercise Price multiplied by suchfraction.

 

(d)           In noevent may this Option be exercised after the Expiration Date.

 

6.             Methods ofPayment.  Shares of Common Stockpurchased upon the exercise of this Option may be paid for as follows:

 

### **(a)**           in cash or by check, payable to the order of the Company;

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### **(b)**           if the shares of Common Stock underlying the Option are registeredunder the Securities Act of 1933, as amended (the “Securities Act”), by: (i) deliveryby the Holder to the Company of an irrevocable and unconditional undertaking bya creditworthy broker to deliver promptly to the Company sufficient funds topay the exercise price and any required tax withholding, or (ii) deliveryby the Holder to the Company of a copy of irrevocable and unconditionalinstructions to a creditworthy broker to deliver promptly to the Company theexercise price and any required tax withholding;

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### **(c)**           if the shares of Common Stock underlying the Option are registeredunder the Securities Act, by delivery of such shares of Common Stock owned bythe Holder valued at their Fair Market Value (as defined below), provided: (i) suchmethod of payment is then permitted under applicable law, (ii) such sharesof Common Stock have been owned by the Holder at least six months prior to thedate of such delivery, and (iii) such shares of Common Stock are notsubject to any repurchase, forfeiture, unfulfilled vesting or other similarrequirements or restrictions;

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### **(d)**           by reducing the number of shares of Common Stock otherwise issuableunder this Option to the Holder upon the exercise of this Option by a number ofshares of Common Stock having a Fair Market Value equal to such aggregatedexercise price; provided, however, that such method of payment is thenpermitted under applicable law;

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### **(e)**           to the extent permitted by applicable law and by the board of directorsof the Company (the “Board”), in its sole discretion, by: (i) delivery ofa promissory note of the Holder to the Company on terms determined by theBoard, or (ii) payment of such other lawful consideration as the Board maydetermine; or

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### **(f)**            by any combination of the above permitted forms ofpayment.

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For the purpose ofthis Agreement, “Fair Market Value” shall mean:

 

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(i)          Ifthe Common Stock is admitted to quotation on the National Association ofSecurities Dealers Automated Quotation System (“NASDAQ”), the Fair Market Valueon any given date shall be the average of the highest bid and lowest ask pricesof the Common Stock as reported for such date or, if no bid and ask prices werereported for such date, for the last day preceding such date for which suchprices were reported;

 

(ii)         Ifthe Common Stock is admitted to trading on a United States national securitiesexchange or the NASDAQ National Market System, the Fair Market Value on any givendate shall be the closing pricereported for the Common Stock on such exchange or system for such date or, ifno sales were reported for such date, for the last day preceding such date forwhich a sale was reported;

 

(iii)        If the Common Stock is traded in the over-the-counter market and not onNASDAQ, the NASDAQ National Market System or any United States nationalsecurities exchange, the Fair Market Value on any given date shall be theaverage of the mean between the last bid and ask prices per share as reportedby the National Quotation Bureau, Inc. or an equivalent generally acceptedreporting service for such date or, or if not so reported, the average of theclosing bid and ask prices of the Common Stock for such date as furnished tothe Company by any member of the National Association of Securities Dealers, Inc.selected by the Company for that purpose; or

 

(iv)        If the Fair Market Value of the Common Stock cannot be determined onthe basis previously set forth in this definition on the date that the FairMarket Value is to be determined, the Board shall in good faith determine theFair Market Value of the Common Stock on such date.

 

The delivery of certificatesrepresenting the shares of Common Stock to be purchased pursuant to theexercise of this Option will be contingent upon receipt from the Holder (or apurchaser acting in his stead in accordance with the provisions of this Option)by the Company of the full purchase price for the Shares and the fulfillment ofany other requirements contained in this Option or imposed by applicable law.

 

7.             Rights ofStockholder.  The Holder shall nothave any stockholder rights with respect to any Shares until such Holder shallhave exercised this Option, paid the Exercise Price and become a holder ofrecord of the purchased Shares.

 

8.             Adjustment ofExercise Price and Number of Shares. The number and kind of securities purchasable upon exercise of thisOption and the Exercise Price shall be subject to adjustment from time to timeas follows:

 

(a)           Subdivisions, Combinations and OtherIssuances.  If the Company shall at any time prior to theexpiration of this Option subdivide its Common Stock, by split-up or otherwise,or combine its Common Stock, or issue additional shares of its Common Stock orany preferred stock as a dividend with respect to any shares of its CommonStock, then the number of Shares issuable on the exercise of this Option shallforthwith be proportionately increased in the case of a subdivision or stockdividend, or proportionately decreased in the case of a combination.  Appropriate adjustments shall also be made tothe Exercise Price, but the 

 

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aggregatepurchase price payable for the total number of Shares purchasable under thisOption (as adjusted) shall remain the same. Any adjustment under this Section 8(a) shall become effectiveat the close of business on the date the subdivision or combination becomeseffective, or as of the record date of such dividend, or in the event that norecord date is fixed, upon the making of such dividend.

 

(b)           Reclassification,Reorganization and Consolidation.  In the case of anyreclassification, capital reorganization or change in the Common Stock of theCompany (other than as a result of a subdivision, combination or stock dividendprovided for in Section 8(a) above or as a result of any “FundamentalTransaction” described in Section 8(c) below), then, as a conditionof such reclassification, reorganization or change, lawful provision shall bemade, and duly executed documents evidencing the same from the Company or itssuccessor shall be delivered to the Holder, so that the Holder shall have theright at any time prior to the expiration of this Option to purchase, at atotal price equal to that payable upon the exercise of this Option, the kindand amount of shares of stock and other securities and property receivable inconnection with such reclassification, reorganization or change by a holder ofthe same number of shares of Common Stock as were purchasable by the Holderimmediately prior to such reclassification, reorganization or change.  In any such case, appropriate provisionsshall be made with respect to the rights and interest of the Holder so that theprovisions hereof shall thereafter be applicable with respect to any shares ofstock or other securities and property deliverable upon exercise hereof, andappropriate adjustments shall be made to the Exercise Price payable hereunder,provided the aggregate purchase price shall remain the same.

 

(c)           CorporateReorganizations, Consolidations or Mergers.  In the event of: (i) any reorganization,consolidation or merger of the Company with or into another entity (other thana merger in which the Company is the successor entity that does not result inany capital reclassification,reorganization or consolidation, or other change, in the Common Stock of theCompany, or a consolidation or merger between the Company and a wholly-ownedsubsidiary of the Company), (ii) anysale, lease, transfer or conveyance to another entity of all or substantiallyall of the stock, property and assets of the Company (other than a transfer toa wholly-owned subsidiary of the Company), or (iii) a liquidation ordissolution of the Company (the events in subsections (i), (ii) and (iii) collectively,a “Fundamental Transaction”), then,as a condition of such Fundamental Transaction, lawful provision shall be madeby the Company and the successor entity in connection with such Fundamental Transaction for the assumption ofthis Option by the successor entity or for the substitution of new like-kind optionsby the successor entity as a result of such Fundamental Transaction, withappropriate adjustment as to the number and kind of shares issuable uponexercise of the Option, and, if appropriate, the per share exercise price, soas to enable the Holder after such Fundamental Transaction to purchase the kindand amount of shares of stock and other securities and property (includingcash) receivable upon such consolidation, merger, sale or conveyance by aholder of the number of shares of Common Stock that would have been receivedupon the exercise or exchange of this Option immediately prior to suchFundamental Transaction.

 

(d)           Noticeof Adjustment.  When any adjustment is required to be made inthe number or kind of shares purchasable upon exercise of this Option or in theExercise Price, the Company shall promptly notify the Holder of such event andof the number of shares of Common Stock or other securities or propertythereafter purchasable upon exercise of this Option.

 

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(e)           NoImpairment.  The Company and the Holder will not, by anyvoluntary action, avoid or seek to avoid the observance or performance of anyof the terms to be observed or performed hereunder by the Company or theHolder, respectively, but will at all times in good faith assist in thecarrying out of all the provisions of this Section 8 and in the taking ofall such action as may be necessary or appropriate in order to protect therights or the Company and the Holder against impairment.

 

# **9.**             Termination of Option.

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## **(a)**           Termination by Death.  If Holder’semployment by, or other relationship with, the Company terminates by reason ofdeath, this Option may thereafter be exercised, in whole or in part to theextent exercisable on the date of such termination of employment, by the legalrepresentative or legatee of the Holder until the earlier of the date that is oneyear after the date of such termination of employment or the Expiration Date.

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## **(b)**           Termination by Reason of Disability or Retirement.

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### **(i)**            Disability.              If Holder’s employment by, or other relationshipwith, the Company terminates by reason of disability as set forth in Section 22(e)(3) ofthe Internal Revenue Code (“Disability”), this Option may thereafter beexercised, in whole or in part to the extent exercisable on the date of such terminationof employment, until the earlier of the date that is one year after the date ofsuch termination of employment or the Expiration Date.

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### **(ii)**           Retirement.            If Holder retires in good standing from activeemployment or service with the Company in accordance with the retirementpolicies of the Company then in effect (“Retirement”), this Option maythereafter be exercised, in whole or in part to the extent exercisable on thedate of such termination of employment, until the earlier of the date that is90 days after the date of such termination of employment or the Expiration Date

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### **(iii)**          Disability and Retirement Determination.  The Boardshall have sole authority and discretion to determine whether the Holder’semployment or services has been terminated by reason of Disability orRetirement.

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## **(c)**           Termination for Cause.  If Holder’semployment by, or other relationship with, the Company terminates for “Cause,”this Option shall immediately terminate and be of no further force and effect;provided, however, that the Board may, in its sole discretion, provide thatthis Option may be exercised until the earlier of the date that is 90 days afterthe date of such termination of employment or the Expiration Date.  Termination for “Cause” shall have themeaning ascribed to such term in the employment agreement dated May 13,2005 by and between the Company and Holder (the “Employment Agreement”).

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## **(d)**           Termination Without Cause or Termination for GoodReason.  If Holder’s employment by, or otherrelationship with, the Company terminates for any reason other than death,Disability, Retirement or for Cause, or if Holder’s employment by, or otherrelationship with, the Company is terminated by Holder for “Good Reason,” thisOption shall vest in full immediately. Termination for “Good Reason” shall have the meaning ascribed to suchterm in the Employment Agreement.

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(e)           Transferand Leave of Absence.  For purposesof this Option, the following events shall not be deemed a termination ofemployment: (i) a transfer of employment between any of the Company, aparent, a subsidiary or any other affiliate of the Company, and (ii) anapproved leave of absence for military service or sickness, or for any otherpurpose approved by the Board, if the Holder’s right to re-employment isguaranteed by a statute, by contract or under the policy pursuant to which theleave of absence was granted, or if the Board otherwise so provides in writing.

 

10.           Investment Intent.

 

(a)           TheHolder of this Option, by acceptance hereof, acknowledges that this Option andthe Shares to be issued upon exercise hereof (collectively, the “Securities”)are being acquired for the Holder’s own account for investment purposes onlyand not with a view to, or with any present intention of, distributing orreselling any of such Securities.  TheHolder acknowledges and agrees that the Securities have not been registeredunder the Securities Act or under any state securities laws, and that theSecurities may not be, directly or indirectly, sold, transferred, offered forsale, pledged, hypothecated or otherwise disposed of without registration underthe Securities Act and registration or qualification under applicable statesecurities laws, except pursuant to an available exemption from suchregistration.  The Holder alsoacknowledges and agrees that neither the Securities Exchange Commission (“SEC”)nor any securities commission or other governmental authority has: (i) approvedthe transfer of the Securities or passed upon or endorsed the merits of thetransfer of the Securities; or (ii) confirmed the accuracy of, determinedthe adequacy of, or reviewed this Option. The Holder has such knowledge, sophistication and experience infinancial, tax and business matters in general, and investments in securitiesin particular, that it is capable of evaluating the merits and risks of thisinvestment in the Securities, and the Holder has made such investigations inconnection herewith as it deemed necessary or desirable so as to make aninformed investment decision without relying upon the Company for legal or taxadvice related to this investment.

 

(b)           The certificatesevidencing any Shares issued upon the exercise of this Option shall haveendorsed thereon (except to the extent that the restrictions described in anysuch legend are no longer applicable) the following legend, appropriatenotations thereof will be made in the Company’s stock transfer books, and stop transfer instructions reflecting theserestrictions on transfer will be placed with the transfer agent of the Shares.

 

**THESECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTOF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIESLAWS.  THESE SECURITIES MAY NOT BESOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO REGISTRATIONUNDER THE SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDER APPLICABLESTATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM.  NO TRANSFER OF THE SECURITIES REPRESENTEDHEREBY MAY BE MADE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATIONUNLESS THERE SHALL HAVE BEEN DELIVERED TO THE ISSUER A WRITTEN OPINION OFUNITED STATES**

 

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**COUNSELOF RECOGNIZED STANDING, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER,TO THE EFFECT THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION OF SUCHSECURITIES UNDER THE SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDERAPPLICABLE STATE SECURITIES LAWS.**

 

11.           Covenantsof the Company.  The Companycovenants and agrees that the Shares have been duly authorized and, when issuedand paid for in accordance with the terms of this Agreement, will be validlyissued, fully paid and non-assessable shares of Common Stock with no personalliability resulting solely from the ownership of such shares and will be freeand clear of all liens, charges, restrictions, claims and encumbrances imposedby or through the Company.

 

12.           Replacementof Option.  On receipt of evidencereasonably satisfactory to the Company of the loss, theft, destruction ormutilation of this Option and, in the case of loss, theft or destruction, ondelivery of an indemnity agreement reasonably satisfactory in form andsubstance to the Company or, in the case of mutilation, on surrender andcancellation of this Option, the Company at its expense shall execute anddeliver, in lieu of this Option, a new Option of like tenor and amount.

 

### **13.**           Notices.  All notices hereunder shall be sufficientlygiven for all purposes hereunder if in writing and delivered personally, sentby documented overnight delivery service or, to the extent receipt isconfirmed, telecopy, telefax or other electronic transmission service to theappropriate address or number as set forth below:

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If to the Company:

 

NationalHealth Partners, Inc.

120Gibraltar Road

Suite 107

Horsham,PA 19044

Attention:  Chief Financial Officer

 

If to the Holder:

 

To the address specified for Holder in theCompany’s records.

 

14.           Amendment and Waiver.  This Option may not be amended, modified orsupplemented except by an instrument or instruments in writing signed by theparty against whom enforcement of any such amendment, modification orsupplement is sought.  The parties heretoentitled to the benefits of a term or provision may waive compliance with anyobligation, covenant, agreement or condition contained herein.  Any agreement on the part of a party to anysuch waiver shall be valid only if set forth in an instrument or instruments inwriting signed by the party against whom enforcement of any such waiver issought.   No failure or delay on the partof any party hereto in the exercise of any right hereunder shall impair suchright or be construed to be a waiver of, or acquiescence in, any breach of anyrepresentation, warranty, covenant oragreement contained herein.

 

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15.           Headings;Definitions.  The section headings containedin this Option are inserted for convenience of reference only and will notaffect the meaning or interpretation of this Option.  All references to sections contained hereinmean sections of this Option unless otherwise stated.  All capitalized terms defined herein areequally applicable to both the singular and plural forms of such terms.

 

16.           Successors andAssigns.  This Option shall bebinding upon and inure to the benefit of the parties hereto and theirrespective successors and assigns, provided, however, that no party hereto mayassign its rights or delegate its obligations under this Option without theexpress prior written consent of the other party hereto.  Nothing in this Option is intended to conferupon any person not a party hereto (and their successors and assigns) anyrights, remedies, obligations or liabilities under or by reason of this Option.

 

17.           Severability.  If any provision of this Option or theapplication thereof to any person or circumstance is held to be invalid orunenforceable to any extent, the remainder of this Option shall remain in fullforce and effect and shall be reformed to render this Option valid andenforceable while reflecting to the greatest extent permissible the intent ofthe parties.

 

18.           Governing Law.  This Agreement shall be governed by andconstrued in accordance with the laws of the Commonwealth of Pennsylvania,without regard to the laws that might otherwise govern under applicableprinciples of conflicts of laws thereof.

 

19.           Counterparts.  This Agreement may be executed and deliveredby facsimile in two or more counterparts, each of which shall be deemed to bean original, but all of which together shall constitute one and the sameagreement.

 

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IN WITNESSWHEREOF, the Company and Holder have caused this Option to be executed as ofthe date set forth above in Section 1 of this Option.

 

 
|                 | NATIONAL HEALTH  PARTNERS, INC. |
|----------------------|---------------------------------|
|                 |                            |
|                 |                            |
| ** **           | **By:**                         | ** /s/ Alex Soufflas** |
|                 |                            | Alex Soufflas |
|                 |                            | Chief Financial Officer |
|                 |                            |
| AGREED AND ACCEPTED: |                            |
|                 |                            |
|                 |                            |
| By:                  |  /s/ David M. Daniels      |   |   |
|                 | David  M. Daniels               |   |
|                      |                                 |  |  |  |

 

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APPENDIX A

 

NOTICE OF EXERCISE

 
| To:    |   | National  Health Partners, Inc. |
|--------|--------|--------------------------------------|
|   |   | 120  Gibraltar Road                  |
|   |   | Suite 107                       |
|   |   | Horsham,  PA 19044                   |
|   |   | Attention: Chief Financial Officer   |

 

(1)           The undersigned herebyelects to purchase                           shares of Common Stock of the Company pursuant to the terms of the attachedOption, and tenders herewith payment of the purchase price for such shares infull in accordance with the terms of the Option in the following manner (pleasecheck one or more of the following choices):

 

o            in cash or by check;

 

o            an irrevocable and unconditionalundertaking by a creditworthy broker to deliver sufficient funds to pay theexercise price and any required tax withholding;

 

o            a copy of irrevocable and unconditionalinstructions to a creditworthy broker to deliver the exercise price and anyrequired tax withholding;

 

o            a promissory note;

 

o            a reduction of the number of shares ofCommon Stock otherwise issuable under the Option by a number of shares ofCommon Stock having a Fair Market Value equal to such aggregated exerciseprice; or

 

o            the following consideration:                                                                         .

 

(2)           In exercising theOption, the undersigned hereby confirms and acknowledges that the shares ofCommon Stock to be issued upon conversion thereof are being acquired solely forthe account of the undersigned for investment purposes only (unless such sharesare subject to resale pursuant to an effective registration statement or anexemption from registration under applicable federal and state securities laws),and that the undersigned will not offer, sell or otherwise dispose of any suchshares of Common Stock except under circumstances that will not result in aviolation of the Securities Act or any state securities laws.

 

(3)           Terms not otherwisedefined in this Notice of Exercise shall have the meanings ascribed to suchterms in the attached Option.

 

(4)           Please issue acertificate or certificates representing said shares of Common Stock in thename of the undersigned.

 
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| (Date) |   | (Signature) |

 

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