EXHIBIT 10.1
    

    

    

    
      AMENDED AND RESTATED EMPLOYMENT AGREEMENT
    

    
      THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”)
      is made and entered into on this 4th day of December, 2009 (the “Effective
      Date”), by and between METROPOLITAN HEALTH NETWORKS, INC., a Florida
      corporation (the “Company”), and Michael M. Earley
      (hereinafter called the “Executive”).
    

    
      R E C I T A L S
    

    
      A.  The Company and the Executive are parties to that certain employment
      agreement dated January 1, 2004, as amended and restated as of January
      3, 2005, as amended as of December 22, 2008 (the “Original
      Employment Agreement”).
    

    
      B.  The Company and the Executive desire to amend and restate the
      Original Employment Agreement, in its entirety, as set forth herein.
    

    
      AGREEMENT
    

    
      NOW, THEREFORE, in consideration of the premises and mutual covenants
      set forth herein, the parties agree as follows:
    

    
      1.        Employment.
    

    
      1.1       Employment and Term.
      The Company hereby agrees to employ the Executive and the Executive
      hereby agrees to serve the Company on the terms and conditions set forth
      herein.
    

    
      1.2       Duties of Executive
      during the Term of Employment.  
    

    
      (a)       During the Term of Employment (as defined herein) under this
      Agreement, the Executive shall serve as the Chief Executive Officer of
      the Company, shall report to the Board of Directors of the Company (the “Board”),
      shall diligently perform all services as may be assigned to him by the
      Board (provided that, such services shall not materially differ from the
      services currently provided by the Executive in his capacity as Chief
      Executive Officer), and shall exercise such power and authority as may
      from time to time be delegated to him by the Board.  Notwithstanding the
      foregoing, the Executive shall secure the approval of the Board prior to
      taking any actions on behalf of the Company outside of the ordinary
      course of the Company’s business.  The parties acknowledge and agree
      that the Executive has resigned as Chairman of the Board effective as of
      the Effective Date.  The Executive shall devote such time and attention
      to the business and affairs of the Company as is reasonably necessary to
      discharge his duties hereunder, render such services to the best of his
      ability, and use his best efforts to promote the interests of the
      Company.  It shall not be a violation of this Agreement for the
      Executive to (i) serve on corporate, civic or charitable boards or
      committees, (ii) deliver lectures, fulfill speaking engagements or teach
      at educational institutions, (iii) manage personal investments or (iv)
      investigate alternative employment opportunities, so long as such
      activities do not significantly interfere with the performance of the
      Executive’s responsibilities to the Company in accordance with this
      Agreement.
    

    
      (b)       In addition to the duties set forth in Section 1.2(a) above,
      during the Term of Employment, the Executive shall use his commercially
      reasonable efforts to assist the Company conduct a search (the “CEO
      Search Process”) for a person to serve as the Executive’s successor as
      Chief Executive Officer of the Company (a “Successor CEO”).  In
      furtherance, but not limitation, of the foregoing, the Executive shall
      diligently perform all duties and services as may be reasonably assigned
      to him by the Board in connection with the CEO Search Process.  On the
      Company’s written request following the Company’s engagement of a
      Successor CEO, the Executive shall automatically and without further
      action be deemed to have resigned as Chief Executive Officer of the
      Company, and if requested by the Board, the Executive hereby agrees to
      immediately execute a resignation letter to such effect in form and
      substance reasonably acceptable to the parties.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      1.3       Duties of Executive
      following the Term of Employment.  
    

    
      (a)       In the event that, prior to the Outside Separation Date (as
      defined in Section 2.1 below), the Executive ceases to serve as Chief
      Executive Officer of the Company, the Executive shall, if requested by
      the Board, act as a consultant to the Company during the period
      commencing on the date of the Executive’s cessation of service as Chief
      Executive Officer and ending on the Outside Separation Date (the “Transition
      Period”).  In his role as consultant to the Company, the Executive
      shall, if and to the extent requested by the Board, in good faith
      endeavor to perform the following services to assist the Company provide
      for an orderly CEO succession process:
    

    
                                    (i)       prepare and deliver to the Board
      a report that generally identifies the duties, roles and functions that
      have previously been performed by him;
    

    
                                    (ii)      at the request of the Board,
      from time to time transition and hand over his responsibilities to such
      other person(s) that the Board designates;
    

    
                                    (iii)     use reasonable efforts to
      generally transfer knowledge regarding the Company as reasonably
      requested;
    

    
                                    (iv)      perform such other tasks and
      duties that the Board may reasonably assign to Executive to assist in
      the CEO transition process.
    

    
      (b)       During the Transition Period, the Executive shall devote such
      amount of his time and attention to the business and affairs of the
      Company as is reasonably necessary to fulfill the duties set forth in
      Section 1.3(a). During the Transition Period, the Executive may perform
      the duties set forth in Section 1.3(a) at the Company’s headquarters in
      West Palm Beach, Florida or at such other locations selected by
      Executive that reasonably enable Executive to fulfill the duties set
      forth in Section 1.3(a).  
    

    
      (c)       It is agreed and understood by the parties to this Agreement
      that, for all purposes, during the Transition Period, the Executive
      shall serve solely as an independent contractor of the Company and shall
      not be an executive nor an employee of the Company in any
      capacity.  Nothing in this Agreement shall be interpreted or construed
      as creating or establishing the relationship of employer and employee
      between the Executive and the Company during the Transition Period.  
    

    
      2.        Term.
    

    
      2.1       Term.  Unless
      earlier terminated in accordance with Section 5 hereof, the Term of
      Employment under this Agreement shall commence on the Effective Date and
      shall expire on March 31, 2010 (the “Outside Separation Date”).  
    

    
      2.2       Term of Employment and
      Expiration Date.  The period during which the Executive shall be
      employed by the Company pursuant to the terms of this Agreement is
      sometimes referred to in this Agreement as the “Term of
      Employment”, and the date on which the Term of Employment shall
      expire is sometimes referred to in this Agreement as the “Expiration
      Date”.  
    

    

    

    
      
        

        

      

      
        
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      3.        Compensation.
    

    
      3.1       Base Salary.  Until
      the Outside Separation Date, the Executive shall receive cash
      compensation at the annual rate of $375,000 (the “Cash
      Compensation”), with such Cash Compensation payable in installments
      consistent with the Company's normal base salary payroll schedule,
      subject to applicable withholding and other taxes.  
    

    
      3.2       Additional Compensation.  Subject
      to Section 5.1, 5.5(b) and 5.7 below, in further consideration for
      entering into this Agreement, the Executive shall receive an additional
      payment of $375,000 (the “Additional Compensation”),
      payable for the period commencing on April 1, 2010 and ending on March
      31, 2011, in twelve (12) equal monthly installments according to the
      Company’s normal base salary payroll schedule, subject to applicable
      withholding and other taxes.
    

    
      3.3       Bonus Compensation.  Subject
      to Section 5.1, 5.5(b) and 5.7 below, the Company shall pay the
      Executive no later than the Outside Separation Date the annual bonus
      that the Executive would have received under the Company’s 2009
      executive bonus plan (the “2009 Bonus”) as it existed prior
      to the date hereof as if Executive had worked until the end of 2009.  In
      determining whether and to what extent the Company performance metrics
      have been satisfied for purposes of the 2009 Bonus (the “Performance
      Metric Determinations”), the Compensation Committee shall make
      adjustments to exclude any and all expenses directly or indirectly
      related to the CEO Search Process and changes, this transition and/or
      the related discussions occurring with respect thereto in 2009
      (including, but not limited to, the following to the extent they impact
      the Performance Metric Determinations: search and legal fees and
      termination and bonus expenses and all amounts accrued, incurred or paid
      to the Executive under this Agreement in excess of those which would
      have accrued, incurred or been paid to Executive had this Agreement not
      been amended and restated and all amounts accrued, incurred or paid to
      Executive’s successor).  Notwithstanding the foregoing, nothing in this
      Agreement shall preclude the Compensation Committee from making in good
      faith any and all other adjustments it deems necessary or desirable in a
      manner reasonably intended to be consistent with past practice in
      connection with the Performance Metric Determinations provided that any
      such adjustments are also taken into in a consistent and equitable
      manner account when determining bonuses for all other executives
      eligible to receive bonuses under the 2009 executive bonus plan.
    

    
      3.4       Automobile and Telephone
      Expenses.  Subject to Section 5.1, 5.5(b) and 5.7 below, during the
      period commencing on the Effective Date and terminating on March 31,
      2011, the Executive shall receive an automobile allowance of $850 per
      month and a mobile telephone allowance of $250 per month (collectively,
      the “Automobile and Telephone Expense”).
    

    
      4.        Expense
      Reimbursement and Other Benefits.
    

    
      4.1       Reimbursement of Expenses.
      Upon the submission of proper documentation by the Executive, and
      subject to such rules and guidelines as the Company may from time to
      time adopt, the Company shall reimburse the Executive for all reasonable
      expenses actually paid or incurred by the Executive during the Term of
      Employment or the Transition Period in the course of and pursuant to the
      business of the Company.  The Executive shall account to the Company in
      writing for all expenses for which reimbursement is sought and shall
      supply to the Company copies of all relevant invoices, receipts or other
      evidence reasonably requested by the Company. Any required
      reimbursements shall be paid to Executive no later than the last day of
      the calendar year following the calendar year in which the underlying
      expense was incurred by the Executive, and the amount of expenses
      eligible for reimbursement during any year may not affect the expenses
      eligible for reimbursement in any other year.
    

    

    

    
      
        

        

      

      
        
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      4.2       Compensation/Benefit
      Programs.  During the Term of Employment, the Executive shall be
      entitled to participate in all medical, dental, hospitalization,
      accidental death and dismemberment, disability, travel and life
      insurance plans, and any and all other plans as are presently and
      hereinafter offered by the Company to its executives, including savings,
      pension, profit-sharing and deferred compensation plans, subject to the
      general eligibility and participation provisions set forth in such
      plans. Subject to Section 5.1, 5.5(b) and 5.7 below , during the period
      following Executive’s termination of employment and ending on March 31,
      2011, the Executive shall be entitled to participate in all medical,
      dental, hospitalization, accidental death and dismemberment, disability,
      travel, life insurance and other welfare benefit plans of the Company
      (but excluding vacation pay and other benefits that are payroll-type
      arrangements).  In the event that the Company is unable to provide the
      Executive with any benefits required hereunder by reason of the
      termination of the Executive’s employment pursuant to this Agreement,
      then the Company shall make a cash payment, each month, equal to the
      value of the Benefits that otherwise would have accrued for the
      Executive’s benefit under each such plan for such month, for the period
      during which such Benefits could not be provided under any such
      plan.  The Company’s good faith determination of the amount that would
      have been contributed or the value of any Benefits that would have
      accrued under any plan shall be binding and conclusive on the
      Executive.  For this purpose, the Company may use as the value of any
      Benefit the cost to the Company of providing that Benefit to the
      Executive.  
    

    
      4.3       Working Facilities.  During
      the Term of Employment, the Company shall furnish the Executive with an
      office, secretarial help and such other facilities and services suitable
      to his/her position and adequate for the performance of his/her duties
      hereunder.
    

    
      4.4       Stock Options and
      Restricted Shares.  Subject to Section 5.1, 5.5(b) and 5.7 below, on
      the later of (i) the date of the termination of the Executive’s
      employment under any of Section 5.2, 5.3, 5.4 or 5.5(a) below or (ii)
      March 31, 2010, all outstanding unvested Stock Options and restricted
      shares of Common Stock (“Restricted Shares”) held by the Executive shall
      immediately become fully vested and the Executive shall have until the
      earlier of (x) the options’ stated maturity date assuming the Executive
      remained an executive of the Company and (y) December 31, 2010 to
      exercise any or all of his vested Stock Options.
    

    
      4.5       Other Benefits.  The
      Executive shall be entitled to four (4) weeks of vacation each calendar
      year during the Term of Employment (subject to the general eligibility
      provisions set forth in the Company’s personnel policy), to be taken at
      such times as the Executive and the Company shall mutually determine and
      provided that no vacation time shall interfere with the duties required
      to be rendered by the Executive hereunder.  Any vacation time not taken
      by Executive during any calendar year may be carried forward into any
      succeeding calendar year.  Within thirty days of the termination of the
      Executive’s employment, the Company shall pay Executive for any unused
      vacation days accumulated as of the date of termination The Executive
      shall receive such additional benefits, if any, as the Board shall from
      time to time determine.
    

    
      5.        Termination.  
    

    
      5.1       Termination for Cause.  The
      Company shall at all times have the right, upon written notice to the
      Executive, to terminate the Term of Employment, for Cause.  For purposes
      of this Agreement, the term “Cause” shall mean a court
      ordered determination that the Executive committed fraud in connection
      with his services hereunder.  Any termination for Cause shall be made in
      writing to the Executive, which notice shall set forth in detail all
      acts or omissions upon which the Company is relying for such
      termination.  The Executive shall have the right to address the Board
      regarding the acts set forth in the notice of termination.  Upon any
      termination pursuant to this Section 5.1, the Company shall have no
      further liability hereunder and the Executive shall automatically
      forfeit any right to receive any further compensation or benefits under
      Sections 3 or 4 hereof (including any acceleration of vesting or
      extension of exercise period rights with respect to his Stock Options
      and Restricted Shares as set forth in Section 4.4); except that: (i) the
      Company shall pay to the Executive that portion of his Cash Compensation
      earned through the date of termination; and (ii) the Company shall
      reimburse the Executive for reasonable business expenses incurred prior
      to the date of termination, subject to the provisions of Section 4.1.
    

    

    

    
      
        

        

      

      
        
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      5.2       Termination Without Cause.  At
      any time the Company shall have the right to terminate the Term of
      Employment by written notice to the Executive.  A termination pursuant
      to this Section 5.2 shall have no impact whatsoever on the Executive’s
      right to receive all of the compensation and benefits set forth in
      Section 3 and 4 hereof.  Once such compensation and benefits are paid,
      the Company shall have no further liability hereunder (other than for
      reimbursement for reasonable business expenses incurred prior to the
      date of the Executive's termination, subject, however to the provisions
      of Section 4.1).
    

    
      5.3       Disability.  The
      Company shall at all times have the right, upon written notice to the
      Executive, to terminate the Term of Employment, if the Executive shall
      become entitled to benefits under the Company’s group disability policy
      or any individual disability policy then in effect, or, if the Executive
      shall, as the result of mental or physical incapacity, illness or
      disability, become unable to perform his obligations hereunder for a
      period of 90 days in any 12-month period.  The Company shall have sole
      discretion based upon competent medical advice to determine whether the
      Executive continues to be disabled.  A termination pursuant to this
      Section 5.3 shall have no impact whatsoever on the Executive’s right to
      receive all of the compensation and benefits set forth in Section 3 and
      4 hereof.  Once such compensation and benefits are paid, the Company
      shall have no further liability hereunder (other than for reimbursement
      for reasonable business expenses incurred prior to the date of the
      Executive's disability, subject, however to the provisions of Section
      4.1).
    

    
      5.4       Death.  In the event
      of the death of the Executive during the Term of Employment, the Company
      shall pay to the estate of the deceased Executive the compensation
      specified in Section 3 and 4 hereof.  Once such compensation and
      benefits are paid, the Company shall have no further liability hereunder
      (other than for reimbursement for reasonable business expenses incurred
      prior to the date of the Executive's death, subject, however to the
      provisions of Section 4.1).
    

    
      5.5       Termination by Executive.  
    

    
      (a)       The Executive shall at all times have the right, upon
      forty-five (45) days written notice to the Company, to terminate the
      Term of Employment; provided, however, that the Executive shall be
      deemed to have provided the requisite prior notice to the Company in the
      event (i) the Executive resigns as Chief Executive Officer as of the
      Outside Separation Date or (ii) the Executive resigns as Chief Executive
      Officer at the written request of the Company pursuant to Section
      1.2(b).  At the Company's sole option, upon receipt of notice from the
      Executive pursuant to this Section, the Company may immediately
      terminate the Term of Employment, which termination shall be deemed to
      be a termination without Cause.
    

    
      (b)       If the Executive resigns without providing written notice in
      accordance with Section 5.5(a), the Executive shall automatically
      forfeit any right to receive any further compensation or benefits under
      Sections 3 or 4 hereof (including any acceleration of vesting or
      extension of exercise period rights with respect to his Stock Options
      and Restricted Shares as set forth in Section 4.4); except that the
      Company shall pay to the Executive that portion of his Cash Compensation
      earned through the date of resignation.  The Company shall have no
      further liability hereunder (other than for reimbursement for reasonable
      business expenses incurred prior to the date of termination, subject,
      however, to the provisions of Section 4.1).
    

    

    

    
      
        

        

      

      
        
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      (c)       If the Executive resigns and provides written notice in
      accordance with Section 5.5(a), such resignation shall have no impact
      whatsoever on the Executive’s right to receive all of the compensation
      and benefits set forth in Section 3 and 4 hereof.  Once such
      compensation and benefits are paid, the Company shall have no further
      liability hereunder (other than for reimbursement for reasonable
      business expenses incurred prior to the date of the Executive's
      termination, subject, however to the provisions of Section 4.1).
    

    
      5.6       Change in Control of the
      Company.
    

    
      (a)       In the event that a Change in Control (as defined in paragraph
      (b) of this Section 5.6) in the Company shall occur during the Term of
      Employment, the Company shall pay to the Executive as a single lump sum
      payment, within 30 days of the Change in Control, a lump sum payment
      equal to the sum of (i) the unpaid portion of the Executive’s Cash
      Compensation, Additional Compensation, 2009 Bonus and Automobile and
      Telephone Expense, and the value of the annual fringe benefits (based
      upon their cost to the Company) required to be provided to the Executive
      under Sections 4.2 and 4.4 hereof during the period commencing on the
      date of the Change in Control and ending on March 31, 2011, plus (ii)
      the value of the portion of his benefits under any savings, pension,
      profit sharing or deferred compensation plans that are forfeited under
      those plans by reason of the termination of his employment
      hereunder.  The Company shall have no further liability hereunder (other
      than for reimbursement for reasonable business expenses incurred prior
      to the date of termination, subject, however, to the provisions of
      Section 4.1).  
    

    
      (b)       For purposes of this Agreement, the term “Change
      in Control” shall mean:
    

    
      (i)       Approval by the shareholders of the Company of (x) a
      reorganization, merger, consolidation or other form of corporate
      transaction or series of transactions, in each case, with respect to
      which persons who were the shareholders of the Company immediately prior
      to such reorganization, merger or consolidation or other transaction do
      not, immediately thereafter, own more than 50% of the combined voting
      power entitled to vote generally in the election of directors of the
      reorganized, merged or consolidated voting power entitled to vote
      generally in the election of directors of the reorganized, merged or
      consolidated company’s then outstanding voting securities, in
      substantially the same proportions as their ownership immediately prior
      to such reorganization, merger, consolidation or other transaction, or
      (y) a liquidation or dissolution of the Company or (z) the sale of all
      or substantially all of the assets of the Company (unless such
      reorganization, merger, consolidation or other corporate transaction,
      liquidation, dissolution or sale is subsequently abandoned); or
    

    
      (ii)      the acquisition (other than from the Company) by any person,
      entity or “group”, within the meaning of Section 13(d)(3) or 14(d)(2) of
      the Securities Exchange Act, of more than 50% of either the then
      outstanding shares of the Company’s Common Stock or the combined voting
      power of the Company’s then outstanding voting securities entitled to
      vote generally in the election of directors (hereinafter referred to as
      the ownership of a “Controlling Interest”) excluding, for
      this purpose, any acquisitions by (1) the Company or its Subsidiaries,
      (2) any person entity or “group” that as of the Effective Date owns
      beneficial ownership (within the meaning of Rule 13d-3 promulgated under
      the Securities Exchange Act) of a Controlling Interest or (3) any
      employee benefit plan of the Company or its Subsidiaries.
    

    

    

    
      
        

        

      

      
        
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      Notwithstanding anything in this Section 5.6 to the contrary, no Change
      in Control of the Company shall be deemed to occur unless such Change in
      Control constitutes, with respect to the Company, a "Change in the
      Ownership or Effective Control of a Corporation or in the Ownership of a
      Substantial Portion of the Assets of a Corporation" as such term is
      defined under Treasury Department Regulation 1.409A-3(i)(5), as revised
      from time to time.
    

    
      5.7       Director Service.   The
      Executive shall continue to serve as a member of Board in accordance
      with and subject to  the Company’s Articles of Incorporation, By-laws
      and prevailing law.
    

    
      5.8       Release of Claims.  The
      Executive hereby agrees that, following a termination of employment
      under Section 5 (other than a termination pursuant to Section 5.4), he
      shall, within fifteen five (5) business days of the date of termination,
      execute and deliver to the Company a general release of claims, in form
      attached hereto as Exhibit A (the “Release”), by which the
      Executive releases the Company from any claim arising from the
      Executive’s employment by, provision of consulting services to,
      termination of employment with or provision of services as a director
      of, the Company, in consideration for the payment and Benefits.  In the
      event the Executive fails to execute the Release within five (5)
      business days of the termination of his employment or revokes the
      Release before it becomes effective, the Executive shall automatically
      forfeit any right to receive any further compensation or benefits under
      Sections 3 or 4 hereof (including any acceleration of vesting or
      extension of exercise period rights with respect to his Stock Options
      and Restricted Shares as set forth in Section 4.4); except that the
      Company shall pay to the Executive that portion of his Cash Compensation
      earned but not yet paid; provided, however, that if Executive is
      disabled and unable to execute the Release, Executive shall not forfeit
      his rights to receive any further compensation or benefits under
      Sections 3 or 4 hereof. The Release shall only become effective upon the
      execution of the Release by the Company.
    

    
      5.9       Survival.  The
      provisions of this Article 5 shall survive the termination of this
      Agreement, as applicable.
    

    
      5.10      Termination of Employment.  For
      purposes of any benefit to be provided or any amount payable under this
      Agreement that is subject to Section 409A of the Code, termination of
      employment shall not be deemed to occur unless it is reasonably expected
      that Executive will provide no further services to the Company or its
      affiliates, as defined in Section 414(b) or (c) of the Code, or that the
      level of bona fide services will not exceed 20% of the average
      level of services provided by Executive over the thirty-six (36) months
      preceding Executive’s termination of employment.  If Executive continues
      to provide bona fide services to the Company or any of its
      affiliates at a level that is more than 20% of the average level of
      services provided by Executive over such thirty-six (36) month period,
      then Executive shall be deemed not to have experienced a termination of
      employment.
    

    
      5.11      Delay of Certain Payments.  In
      the event that Executive is a “specified employee” within the meaning of
      Section 409A of the Code (as determined by the Company or its delegate),
      any payments hereunder subject to Section 409A of the Code shall not be
      paid or provided until the earlier of (A) the Executive’s death, or (B)
      the expiration of the 6-month period following Executive’s termination
      of employment (“Delay Period”).  Any payments that are delayed by virtue
      of this subparagraph shall (I) be paid in one payment at the conclusion
      of the Delay Period and (II) include interest computed at five percent
      (5%) per annum for the duration of the Delay Period.”
    

    
      6.        Restrictive
      Covenants.
    

    

    

    
      
        

        

      

      
        
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      6.1       Non-competition. At
      all times while the Executive is employed by the Company or during the
      Transition Period, the Executive shall not, directly or indirectly,
      engage in or have any interest in any sole proprietorship, partnership,
      corporation or business or any other person or entity (whether as an
      employee, officer, director, partner, agent, security holder, creditor,
      consultant or otherwise) that directly or indirectly (or through any
      affiliated entity) engages in competition with the Company (based on the
      business in which the Company was engaged or was actively planning on
      being engaged as of the date of termination of the Employee’s employment
      and in the geographic areas in which the Company operated or was
      actively planning on operating as of date of termination of
      the  Employee’s employment); provided that such provision shall not
      apply to the Executive's ownership of Common Stock of the Company or the
      acquisition by the Executive, solely as an investment, of securities of
      any issuer that is registered under Section 12(b) or 12(g) of the
      Securities Exchange Act of 1934, as amended, and that are listed or
      admitted for trading on any United States national securities exchange
      or that are quoted on the National Association of Securities Dealers
      Automated Quotations System, or any similar system or automated
      dissemination of quotations of securities prices in common use, so long
      as the Executive does not control, acquire a controlling interest in or
      become a member of a group which exercises direct or indirect control
      or, more than five percent of any class of capital stock of such
      corporation.
    

    
      6.2       Nondisclosure.  The
      Executive shall not at any time divulge, communicate, use to the
      detriment of the Company or for the benefit of any other person or
      persons, or misuse in any way, any Confidential Information (as
      hereinafter defined) pertaining to the business of the Company.  Any
      Confidential Information or data now or hereafter acquired by the
      Executive with respect to the business of the Company (which shall
      include, but not be limited to, information concerning the Company's
      financial condition, prospects, technology, customers, suppliers,
      sources of leads and methods of doing business) shall be deemed a
      valuable, special and unique asset of the Company that is received by
      the Executive in confidence and as a fiduciary, and the Executive shall
      remain a fiduciary to the Company with respect to all of such
      information. For purposes of this Agreement, “Confidential
      Information” means information disclosed to the Executive or known
      by the Executive as a consequence of or through his employment by the
      Company (including information conceived, originated, discovered or
      developed by the Executive) prior to or after the date hereof, and not
      generally known, about the Company or its business.  Notwithstanding the
      foregoing, nothing herein shall be deemed to restrict the Executive from
      disclosing Confidential Information to the extent required by law.
    

    
      6.3       Nonsolicitation of
      Employees and Clients.  At all times while the Executive is employed
      by the Company and for a two (2) year period after the termination of
      the Executive’s employment with the Company for any reason, the
      Executive shall not, directly or indirectly, for himself or for any
      other person, firm, corporation, partnership, association or other
      entity (a) employ or attempt to employ or enter into any contractual
      arrangement with any employee or former employee of the Company, unless
      such employee or former employee has not been employed by the Company
      for a period in excess of six months, and/or (b) call on or solicit any
      of the actual or targeted prospective clients of the Company on behalf
      of any person or entity in connection with any business competitive with
      the business of the Company, nor shall the Executive make known the
      names and addresses of such clients or any information relating in any
      manner to the Company's trade or business relationships with such
      customers, other than in connection with the performance of Executive's
      duties under this Agreement.
    

    
      6.4       Ownership of Developments.  All
      copyrights, patents, trade secrets, or other intellectual property
      rights associated with any ideas, concepts, techniques, inventions,
      processes, or works of authorship developed or created by Executive
      during the course of performing work for the Company or its clients
      (collectively, the “Work Product”) shall belong exclusively
      to the Company and shall, to the extent possible, be considered a work
      made by the Executive for hire for the Company within the meaning of
      Title 17 of the United States Code.  To the extent the Work Product may
      not be considered work made by the Executive for hire for the Company,
      the Executive agrees to assign, and automatically assign at the time of
      creation of the Work Product, without any requirement of further
      consideration, any right, title, or interest the Executive may have in
      such Work Product.  Upon the request of the Company, the Executive shall
      take such further actions, including execution and delivery of
      instruments of conveyance, as may be appropriate to give full and proper
      effect to such assignment.
    

    

    

    
      
        

        

      

      
        
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      6.5       Books and Records.  All
      books, records, and accounts relating in any manner to the customers or
      clients of the Company, whether prepared by the Executive or otherwise
      coming into the Executive's possession, shall be the exclusive property
      of the Company and shall be returned immediately to the Company on
      termination of the Executive's employment hereunder or on the Company's
      request at any time.
    

    
      6.6       Definition of Company.  Solely
      for purposes of this Article 6, the term “Company” also shall include
      any existing or future subsidiaries of the Company that are operating
      during the time periods described herein and any other entities that
      directly or indirectly, through one or more intermediaries, control, are
      controlled by or are under common control with the Company during the
      periods described herein.
    

    
      6.7       Acknowledgment by
      Executive. The Executive acknowledges and confirms that (a) the
      restrictive covenants contained in this Article 6 are reasonably
      necessary to protect the legitimate business interests of the Company,
      and (b) the restrictions contained in this Article 6 (including without
      limitation the length of the term of the provisions of this Article 6)
      are not overbroad, overlong, or unfair and are not the result of
      overreaching, duress or coercion of any kind. The Executive further
      acknowledges and confirms that his full, uninhibited and faithful
      observance of each of the covenants contained in this Article 6 will not
      cause him any undue hardship, financial or otherwise, and that
      enforcement of each of the covenants contained herein will not impair
      his ability to obtain employment commensurate with his abilities and on
      terms fully acceptable to him or otherwise to obtain income required for
      the comfortable support of him and his family and the satisfaction of
      the needs of his creditors.  The Executive acknowledges and confirms
      that his special knowledge of the business of the Company is such as
      would cause the Company serious injury or loss if he were to use such
      ability and knowledge to the benefit of a competitor or were to compete
      with the Company in violation of the terms of this Article 6. The
      Executive further acknowledges that the restrictions contained in this
      Article 6 are intended to be, and shall be, for the benefit of and shall
      be enforceable by, the Company’s successors and assigns.
    

    
      6.8       Reformation by Court.  In
      the event that a court of competent jurisdiction shall determine that
      any provision of this Article 6 is invalid or more restrictive than
      permitted under the governing law of such jurisdiction, then only as to
      enforcement of this Article 6 within the jurisdiction of such court,
      such provision shall be interpreted and enforced as if it provided for
      the maximum restriction permitted under such governing law.
    

    
      6.9       Extension of Time.  If
      the Executive shall be in violation of any provision of this Article 6,
      then each time limitation set forth in this Article 6 shall be extended
      for a period of time equal to the period of time during which such
      violation or violations occur.  If the Company seeks injunctive relief
      from such violation in any court, then the covenants set forth in this
      Article 6 shall be extended for a period of time equal to the pendency
      of such proceeding including all appeals by the Executive.
    

    

    

    
      
        

        

      

      
        
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      6.10      Survival.  The provisions
      of this Article 6 shall survive the termination of this Agreement, as
      applicable.
    

    
      7.        Injunction.  It
      is recognized and hereby acknowledged by the parties hereto that a
      breach by the Executive of any of the covenants contained in Article 6
      of this Agreement will cause irreparable harm and damage to the Company,
      the monetary amount of which may be virtually impossible to
      ascertain.  As a result, the Executive recognizes and hereby
      acknowledges that the Company shall be entitled to an injunction from
      any court of competent jurisdiction enjoining and restraining any
      violation of any or all of the covenants contained in Article 6 of this
      Agreement by the Executive or any of his affiliates, associates,
      partners or agents, either directly or indirectly, and that such right
      to injunction shall be cumulative and in addition to whatever other
      remedies the Company may possess.
    

    
      8.        Releases.
    

    
      8.1       Executive’s Release of
      the Company.   The Executive releases and discharges the Company,
      the Company’s present and former officers, directors, employees,
      representatives, attorneys, agents, insurers, parent companies,
      subsidiaries, predecessors, affiliates, and successors from any and all
      claims, liabilities or obligations of every kind and nature to the
      extent relating to the Company, whether now known or unknown, suspected
      or unsuspected, which Executive ever had or now has arising prior to the
      date of the signing of this Agreement, including but not limited to all
      claims arising out of or in connection with (i) his employment by the
      Company or the termination of his employment by the Company, including
      but not limited to any contention that Executive was discriminated or
      retaliated against, harassed, wrongfully terminated, constructively
      terminated or injured by the Company in any way or that the Company
      breached any agreement with Executive or other obligation to Executive,
      (ii) any illness, injury, impairment, or other physical, mental,
      psychological or other medical condition, any claim for benefits,
      including without limitation long term disability benefits, short term
      disability benefits, other disability benefits, and (iii) any other
      employment-related benefits. This release includes all federal and state
      common law claims (including those for contract and tort), and claims
      under any federal or state statute or ordinance, including, without
      limitation, the Employee Retirement Security Income Act of 1974, the
      Americans with Disabilities Act, Title VII of the Civil Rights Act of
      1964 (as amended), the Age Discrimination in Employment Act, 42 U.S.C.
      §1981, 42 U.S.C. § 1983, the Family Medical Leave Act, the United States
      Constitution and the Sarbanes-Oxley Act, 18 U.S.C. § 1514. This release
      does not apply to and is not intended to be a release of, any
      indemnification agreements or similar agreements between the Company and
      Executive, any rights under this Agreement or that certain Registration
      Rights Agreement entered into by and between the Company and the
      Executive dated as of the date hereof or the Executive’s right, title
      and interest in the securities of the Company owned by him.
    

    
      8.2       Company’s Release of
      Executive.  The Company releases and discharges Executive from any
      and all claims, liabilities or obligations of every kind and nature,
      whether now known or unknown, suspected or unsuspected, which the
      Company ever had or now has arising prior to the date of the signing of
      this Agreement, including but not limited to all claims arising out of
      or in connection with his employment by the Company.  This release
      includes all federal and state common law claims (including those for
      contract and tort), and claims under any federal or state statute or
      ordinance. Notwithstanding the above, nothing in this Agreement shall
      act as a release or waiver of any claim by the Company against Executive
      for the theft, misuse, or improper disclosure of the Company’s
      confidential, proprietary or trade secret information and the Company
      knows of no such acts as of the date hereof.
    

    

    

    
      
        

        

      

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

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

    
      10.       Preservation of
      Indemnity and Directors and Officers Insurance rights; Mitigation.   Nothing
      in this Agreement is intended to, or does, waive the Executive’s rights
      to indemnity and defense from the Company arising out of his duties as
      an employee, officer and director of the Company to the extent that he
      is entitled to indemnity and defense pursuant to Florida law, the
      Company’s Articles of Incorporation and/or the Company’s Bylaws.  This
      Agreement shall not divest the Executive of any liability insurance
      rights, if any, he may have by virtue of his employment with the
      Company. The earnings, payments, equity and benefits contemplated by
      this Agreement, shall not be reduced by any earnings, payments, equity
      and benefits that Executive may receive from any other source.
    

    
      11.       Attorney’s Fees.  The
      Company shall reimburse the Executive for the Executive’s actual and
      reasonable attorney’s fees incurred in connection with the negotiation
      of this Agreement in an amount up to $25,000, as documented to the
      Company by detailed invoices provided to the Executive by his attorney
      and forwarded to the Company’s General Counsel (the “Legal
      Fees”).  The Company will pay the Legal Fees within five business
      days of receiving a detailed invoice.
    

    
      12.       Registration Right
      Agreement.  As soon as practicable following the date of this
      Agreement, the Company and the Executive will enter into an standard
      form of registration rights agreement, including industry standard
      indemnities, which will obligate the Company to use its reasonable
      efforts to file a post-effective amendment to the Company’s existing
      registration statement on Form S-8 including a reoffer prospectus
      covering the resale of the shares underlying the Stock Options and the
      Restricted Shares.  
    

    
      13        Assignment.  Neither
      party shall have the right to assign or delegate his rights or
      obligations hereunder, or any portion thereof, to any other person.
    

    
      14.       Governing Law.  This
      Agreement shall be governed by and construed in accordance with the laws
      of the State of Florida. To the extent applicable, this Agreement is
      intended to comply with the distribution and other requirements under
      Section 409A of the Code.  For any payments or reimbursements to be made
      (or in-kind benefits to be provided) under this Agreement that are
      subject to Section 409A of the Code, the Agreement shall be interpreted
      and applied in a manner consistent with the requirements of Section 409A
      of the Code and the regulations promulgated thereunder.
    

    

    

    
      
        

        

      

      
        
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      15.       Section 162(m) Limits.     Notwithstanding
      any other provision of this Agreement to the contrary, if and to the
      extent that any remuneration payable by the Company to the Executive for
      any year would exceed the maximum amount of remuneration that the
      Company may deduct for that year under Section 162(m) (“Section
      162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”),
      payment of the portion of the remuneration for that year that would not
      be so deductible under Section 162(m) shall, in the sole discretion of
      the Board, be deferred and become payable at such time or times as the
      Board determines that it first would be deductible by the Company under
      Section 162(m), with interest at the “short-term applicable rate” as
      such term is defined in Section 1274(d) of the Code.  The limitation set
      forth under this Section 15 shall not apply with respect to any amounts
      payable to the Executive pursuant to Article 5 hereof.
    

    
      16        Entire Agreement.  This
      Agreement constitutes the entire agreement between the parties hereto
      with respect to the subject matter hereof and, upon its effectiveness,
      shall supersede all prior agreements, understandings and arrangements,
      both oral and written, between the Executive and the Company (or any of
      its affiliates) with respect to such subject matter, including, without
      limitation, the Original Employment Agreement.  This Agreement may not
      be modified in any way unless by a written instrument signed by both the
      Company and the Executive.
    

    
      17.       Notices:  All
      notices required or permitted to be given hereunder shall be in writing
      and shall be personally delivered by courier, sent by registered or
      certified mail, return receipt requested or sent by confirmed facsimile
      transmission addressed as set forth herein.  Notices personally
      delivered, sent by facsimile or sent by overnight courier shall be
      deemed given on the date of delivery and notices mailed in accordance
      with the foregoing shall be deemed given upon the earlier of receipt by
      the addressee, as evidenced by the return receipt thereof, or three (3)
      days after deposit in the U.S. mail.  Notice shall be sent (i) if to the
      Company, addressed to Metropolitan Health Networks, Inc., 250 South
      Australian Avenue, Suite 400, West Palm Beach, Florida 33401,
      Attn:  Roberto L. Palenzuela, General Counsel, and (ii) if to the
      Executive, to Michael M. Earley, 99 S.E. Mizner Drive, #317, Boca Raton,
      Florida 33422, with a copy to: Akerman Senterfitt, 1 SE Third Ave., 25th
      Floor, Miami, Florida 33131 Attn: Carl Roston, Esq., or to such other
      address as either party hereto may from time to time give written notice
      of to the other.
    

    
      18.       Benefits; Binding Effect.  This
      Agreement shall be for the benefit of and binding upon the parties
      hereto and their respective heirs, personal representatives, legal
      representatives, successors and, where applicable, assigns, including,
      without limitation, any successor to the Company, whether by merger,
      consolidation, sale of stock, sale of assets or otherwise.  
    

    
      19.       Severability.  The
      invalidity of any one or more of the words, phrases, sentences, clauses
      or sections contained in this Agreement shall not affect the
      enforceability of the remaining portions of this Agreement or any part
      thereof, all of which are inserted conditionally on their being valid in
      law, and, in the event that any one or more of the words, phrases,
      sentences, clauses or sections contained in this Agreement shall be
      declared invalid, this Agreement shall be construed as if such invalid
      word or words, phrase or phrases, sentence or sentences, clause or
      clauses, or section or sections had not been inserted.  If such
      invalidity is caused by length of time or size of area, or both, the
      otherwise invalid provision will be considered to be reduced to a period
      or area which would cure such invalidity.
    

    
      20.       Waivers.  The waiver
      by either party hereto of a breach or violation of any term or provision
      of this Agreement shall not operate nor be construed as a waiver of any
      subsequent breach or violation.
    

    

    

    
      
        

        

      

      
        
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      21.       Damages.  Nothing
      contained herein shall be construed to prevent the Company or the
      Executive from seeking and recovering from the other damages sustained
      by either or both of them as a result of its or his breach of any term
      or provision of this Agreement.  In the event that either party hereto
      brings suit for the collection of any damages resulting from, or the
      injunction of any action constituting, a breach of any of the terms or
      provisions of this Agreement, then the party found to be at fault shall
      pay all reasonable court costs and attorneys' fees of the other.
    

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

    
      23.       No Third Party
      Beneficiary.  Nothing expressed or implied in this Agreement is
      intended, or shall be construed, to confer upon or give any person other
      than the Company, the parties hereto and their respective heirs,
      personal representatives, legal representatives, successors and assigns,
      any rights or remedies under or by reason of this Agreement.
    

    
      24.       No Offset.
      Notwithstanding anything to the contrary set forth herein, until the
      entry of a court ordered determination pursuant to Section 5.1, the
      Company’s obligations to make payments hereunder are absolute and
      unconditional and not subject to offset, defense, counterclaim, dilatory
      plea or the like.
    

    
      25.       Prevailing Parties.
      In the event of any dispute relating to this Agreement, the non
      prevailing party shall pay the expenses and costs of the prevailing
      party, including but not limited to legal fees and costs.
    

    
      

      

      [signature page follows]
    

    
      
        

        

      

      
        
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      IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
      the Effective Date.
    

    
      COMPANY:
    

    
      METROPOLITAN HEALTH NETWORKS, INC.


    

    
      _______________________________________
    

    
      By:          _______                                              
Name:
Title:
    

    
      THE EXECUTIVE:



    

    
                                 _________                                
MICHAEL
      M. EARLEY
    

    

    

    

    

    
      
        

        

      

      
        
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      EXHIBIT A
    

    
      FORM OF RELEASE
    

    

    

    
                This Release of Claims (“Release”)
      is made and entered into by and between MICHAEL M. EARLEY, on behalf of
      himself and his agents, representatives, heirs, executors,
      administrators, survivors and assigns (hereinafter collectively “Executive”)
      and METROPOLITAN HEALTH NETWORKS, INC., and each of its affiliates,
      subsidiaries, successors, and their respective employees, officers,
      directors, agents, legal representatives and assigns (hereinafter
      collectively the “Company”). Executive and the Company are
      hereinafter referred to as the “Parties.”
    

    

    

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

    

    

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

    
                2.        Executive releases and discharges the Company, the
      Company’s present and former officers, directors, employees,
      representatives, attorneys, agents, insurers, parent companies,
      subsidiaries, predecessors, affiliates, and successors from any and all
      claims, liabilities or obligations of every kind and nature to the
      extent relating to the Company, whether now known or unknown, suspected
      or unsuspected, which Executive ever had or now has, including but not
      limited to all claims arising out of or in connection with (i) his
      employment by the Company, his provision of consulting services to the
      Company or the termination of his employment with or his provision of
      consulting services to the Company, including but not limited to any
      contention that Executive was discriminated or retaliated against,
      harassed, wrongfully terminated, constructively terminated or injured by
      the Company in any way or that the Company breached any agreement with
      Executive or other obligation to Executive, (ii) any illness, injury,
      impairment, or other physical, mental, psychological or other medical
      condition, any claim for benefits, including without limitation long
      term disability benefits, short term disability benefits, other
      disability benefits, and (iii) any other employment-related benefits.
      This release includes all federal, state, and non-U.S. statutory claims,
      federal, state, and non-U.S. common law claims (including those for
      contract and tort), and claims under any federal, state, or non-U.S.
      statute or ordinance, including, without limitation, the Employee
      Retirement Security Income Act of 1974, the Americans with Disabilities
      Act, Title VII of the Civil Rights Act of 1964 (as amended), the Age
      Discrimination in Employment Act, 42 U.S.C. §1981, 42 U.S.C. § 1983, the
      Family Medical Leave Act, the United States Constitution and the
      Sarbanes-Oxley Act, 18 U.S.C. § 1514. This release does not apply to and
      is not intended to be a release of, any indemnification agreements or
      similar agreements between the Company and Executive, any rights under
      this Agreement or that certain Registration Rights Agreement entered
      into by and between the Company and the Executive dated as of the date
      hereof or the Executive’s right, title and interest in the securities of
      the Company owned by him.
    

    
                3.        The Company releases and discharges Executive from
      any and all claims, liabilities or obligations of every kind and nature,
      whether now known or unknown, suspected or unsuspected, which the
      Company ever had or now has, including but not limited to all claims
      arising out of or in connection with his employment by the Company. This
      release includes all federal, state, and non-U.S. statutory claims,
      federal, state and non-U.S. common law claims (including those for
      contract and tort), and claims under any federal, state, or non-U.S.
      statute or ordinance. Notwithstanding the above, nothing in this Release
      shall act as a waiver or release of any claims by the Company against
      Executive for the theft, misuse, or improper disclosure of the Company’s
      confidential, proprietary and trade secret information and the Company
      knows of no such acts as of the date hereof.
    

    

    

    
      
        

        

      

      
        
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                4.        The Parties understand and expressly agree that,
      except as provided in this Release, this Release extends to all claims
      arising prior to the date of their signing of this Release of every
      nature and kind whatsoever, whether known to them or not, except any
      rights or obligations created by this Release or the Executive’s amended
      and restated employment agreement with the Company dated as of December
      4, 2009 (the “Employment Agreement”).  Notwithstanding the foregoing,
      nothing in this Release is intended to, or does, waive the Executive’s
      rights to indemnity and defense from the Company arising out of his
      duties as an employee, officer and director of the Company to the extent
      that he is entitled to indemnity and defense pursuant to Florida law,
      the Company’s Articles of Incorporation and/or the Company’s
      Bylaws.  This Release shall not divest the Executive of any liability
      insurance rights, if any, he may have by virtue of his employment with
      the Company.
    

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

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

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

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

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

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

    

    

    
      
        

        

      

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

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

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

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

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

    
      

      COMPANY:
    

    
      METROPOLITAN HEALTH NETWORKS, INC.
    

    
      

      

      By:                                                                 Date:
      ________________________
Name:
Title:
    

    
      

      THE EXECUTIVE:



    

    

    

    
                                                                _          
      Date: _________________________
MICHAEL M. EARLEY
    

    
      

      


    

    

    

    
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