**Exhibit 10.6**
METROPOLITAN HEALTH NETWORKS INC.
SUPPLEMENTAL STOCK OPTION PLAN
     Section 1. Purpose. The purpose of the Metropolitan Health Networks Inc.Supplemental Stock Option Plan (the “**Plan**”) is to promote the interests ofMetropolitan Health Networks Inc., a Florida corporation (the “**Company**”), andany Subsidiary thereof and the interests of the Company’s shareholders byproviding an opportunity to selected employees, officers, directors andconsultants of the Company or any Subsidiary thereof to purchase Common Stockof the Company. By encouraging such stock ownership, the Company seeks toattract, retain and motivate such persons and to encourage such persons todevote their best efforts to the business and financial success of the Company.It is intended that this purpose will be effected by the granting of“non-qualified stock options” to acquire the Common Stock of the Company.
     Section 2. Definitions. For purposes of the Plan, the following termsused herein shall have the following meanings, unless a different meaning isclearly required by the context.
     2.1. “**Board of Directors**” shall mean the Board of Directors of theCompany.
     2.2. “**Code**” shall mean the Internal Revenue Code of 1986, as amended.
     2.3. “**Committee**” shall mean the Compensation Committee of the Board ofDirectors referred to in Section 5 hereof.
     2.4. “**Common Stock**” shall mean the Common Stock, $0.001 par value, of theCompany.
     2.5. “**Eligible Participant**” shall mean any employee, officer, director orconsultant of the Company, employed by, or performing services for, the Companyor any Subsidiary of the Company.
     2.6. “**Non-Qualified Option**” shall mean the Options granted to the EligibleParticipant pursuant to the Plan that are intended to be, and qualify as,“non—qualified stock options” as described in Treasury Regulation Section1.83—7 or any successor regulation thereto.
     2.7. “**Option**” shall mean any Non—Qualified Option granted to an EligibleParticipant pursuant to the Plan.
     2.8. “**Subsidiary of the Company**” shall have the meaning set forth inSection 424(f) of the Code.
     Section 3. Eligibility. Options may be granted to any EligibleParticipant. The Committee shall have the sole authority to select theEligible Participant to whom Options are to be granted hereunder. No personshall have any right to participate in the Plan. Any person
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selected by the Committee for participation during any one period will notby virtue of such participation have the right to be selected as a Participantfor any other period.
     Section 4. Common Stock Subject to the Plan.
     4.1. Number of Shares. The maximum number of shares of Common Stock forwhich Options may be granted under the Plan shall be 8,253,242 shares, subjectto adjustment as provided by Section 7 hereof, and provided such shares ofCommon Stock may be validly issued upon exercise pursuant to applicable laws.
     4.2. Reissuance. The shares of Common Stock that may be subject toOptions granted under the Plan may be either authorized and unissued shares orshares reacquired at any time and now or hereafter held as treasury stock asthe Board of Directors may determine.
     Section 5. Administration of the Plan.
     5.1. Administration. The Plan shall be administered by the CompensationCommittee of the Board of Directors (the “**Committee**”).
     5.2. Grant of Options.
     (a) The Committee shall have the sole authority and discretion under thePlan (i) to select the Eligible Participants who are to be granted Optionshereunder so long as such Eligible Participants meet the requirements set forthin the definition of Eligible Participants set forth in this Plan; (ii) toestablish the number of shares of Common Stock that may be issued under eachOption; (iii) to determine the time and the conditions subject to which Optionsmay be exercised in whole or in part; (iv) to determine the form of theconsideration that may be used to purchase shares of Common Stock upon exerciseof any Option (including the circumstances under which the Employee may pay allor part of the exercise price by entering into a promissory note with theCompany, or circumstances under which the Company’s issued and outstandingshares of Common Stock may be used by a Participant to exercise an Option); (v)to impose restrictions and/or conditions with respect to shares of Common Stockacquired upon exercise of an Option; (vi) to determine the circumstances underwhich shares of Common Stock acquired upon exercise of any Option may besubject to repurchase by the Company; (vii) to establish a vesting provisionfor any Option relating to the time when (or the circumstances under which) theOption may be exercised by a Participant, including, without limitation,vesting provisions that may be contingent upon (A) the Company meetingspecified financial goals, (B) a change of control of the Company or (C) theoccurrence of other specified events; (viii) to accelerate the time whenoutstanding Options may be exercised; and (ix) to establish any other terms,restrictions and/or conditions applicable to any Option not inconsistent withthe provisions of the Plan. Notwithstanding anything herein to the contrary,the Committee shall not and shall not have the power to determine that the formof consideration that may be used to purchase shares of Common Stock uponexercise of any Option is a loan that violates the provisions of any applicablesecurities laws.
     5.3. Interpretation. The Committee shall be authorized to interpret thePlan and may, from time to time, adopt such rules and regulations, notinconsistent with the provisions of the Plan, as it may deem advisable to carryout the purposes of the Plan.
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     5.4. Finality. The interpretation and construction by the Committee ofany provision of the Plan, any Option granted hereunder or any agreementevidencing any such Option shall be final and conclusive upon all parties.
     5.5. Voting. Members of the Committee may vote on any matter affectingthe administration of the Plan or the granting of Options under the Plan.
     5.6. Expenses, Etc. All expenses and liabilities incurred by theCommittee in the administration of the Plan shall be borne by the Company. TheCommittee may employ attorneys, consultants, accountants or other persons inconnection with the administration of the Plan. The Company, and its officersand directors, shall be entitled to rely upon the advice, opinions orvaluations of any such persons.
     5.7. Indemnification. Neither the members of the Board of Directors norany member of the Committee shall be liable for any act, omission, ordetermination taken or made in good faith with respect to the Plan or anyOptions granted under it, and members of the Board of Directors and theCommittee shall be entitled to indemnification and reimbursement by the Companyin respect of any claim, loss, damage, or expense (including attorneys’ fees,the costs of settling any suit, provided such settlement is approved byindependent legal counsel selected by the Company, and amounts paid insatisfaction of a judgment, except a judgment based on a finding of bad faith)arising therefrom to the full extent permitted by law.
     Section 6. Terms and Conditions of Options.
     6.1. Non-Qualified Options. Unless otherwise provided by the CompensationCommittee, the terms and conditions of each Option granted under the Plan,which shall be a Non-Qualified Option, shall be as follows:
     (a) Each Non-Qualified Option issued hereunder shall not constitute nor betreated as an “incentive stock option” as defined in Section 422(b) of the Codebut will be a “non-qualified stock option” for Federal, state and local incometax purposes. The terms and conditions of any Option granted hereunder need notbe identical to those of any other Non-Qualified Option granted hereunder.
     (b) The option (exercise) price shall be fixed by the Committee and may beequal to, more than or less than 100% of the fair market value of the shares ofCommon Stock subject to the Non-Qualified Option on the date such Non-QualifiedOption is granted, provided, however, that the option (exercise) price shallnot be less than the par value of such shares of Common Stock.
     (c) Each Option shall expire and terminate five (5) years after thesubject Option grant date;
     (d) Each Option shall be exercisable in such amount or amounts, under suchconditions (including provisions governing the rights to exercise such Option),and at such times or intervals or in such installments as shall be determinedby the Committee in its sole discretion.
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     (e) Options shall not be transferable otherwise than by will or the lawsof descent and distribution, or a domestic relations order, and during anEligible Participant’s lifetime an Option shall be exercisable only by theEligible Participant or an alternate payee under a domestic relations order.
     (f) To the extent that the Company is required to withhold any Federal,state or local taxes in respect of any compensation income realized by anyEligible Participant in respect of an Option granted hereunder or in respect ofany shares of Common Stock acquired upon exercise of an Option, the Companyshall deduct from any payments of any kind otherwise due to such EligibleParticipant the aggregate amount of such Federal, state or local taxes requiredto be so withheld or, if such payments are insufficient to satisfy suchFederal, state or local taxes, or if no such payments are due or to become dueto such Eligible Participant, then, such Eligible Participant will be requiredto pay to the Company, or make other arrangements satisfactory to the Company(including, with prior Committee approval, use of a promissory note in favor ofthe Company) regarding payment to the Company of, the aggregate amount of anysuch taxes. All matters with respect to the total amount of taxes to bewithheld in respect of any such compensation income shall be determined by theCommittee in its sole discretion.
     (g) In the event the Eligible Participant leaves the employ of the Companyor ceases performing services for the Company or any Subsidiary of the Companyfor any reason including, without limitation, termination, resignation, death,disability or otherwise, the unvested portion of any Option shall immediatelyexpire.
     (h) Notwithstanding anything herein to the contrary, the Committee shallnot and shall not have the power to determine that the form of considerationthat may be used to purchase shares of Common Stock upon exercise of any Optionis a loan that violates the provisions of any applicable securities laws.
     Section 7. Adjustments. In the event that, after the adoption of thePlan, the outstanding shares of the Company’s Common Stock shall be increasedor decreased or changed into or exchanged for a different number or kind ofshares of stock or other securities of the Company or of another corporationthrough reorganization, merger or consolidation, recapitalization,reclassification, stock split, split-up, combination or exchange of shares ordeclaration of any dividends payable in Common Stock, the Board of Directorsshall appropriately adjust the number of shares of Common Stock (and the optionprice per share) subject to the unexercised portion of any outstanding Option(to the nearest possible full share).
     Section 8. Effect of the Plan on Employment Relationship. Neither thePlan nor any Option granted hereunder to an Eligible Participant shall beconstrued as conferring upon such Eligible Participant any right to continue inthe employ of (or otherwise provide services to) the Company or any Subsidiaryor Parent thereof, or limit in any respect the right of the Company or anySubsidiary or Parent thereof to terminate such Eligible Participant’semployment or other relationship with the Company or any Subsidiary or Parent,as the case may be, at any time.
     Section 9. Amendment of the Plan. The Committee or Board of Directorsmay amend or suspend the Plan or any portion thereof at any time, provided suchamendment is made with shareholder approval if such approval is necessary tocomply with any tax or regulatory
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requirement. The Committee in its sole discretion may amend the Plan so asto conform with local rules and regulations subject to any provisions to thecontrary specified herein.
     Section 10. Amendment of an Option. In its sole and complete discretion,the Committee may at any time amend any Option for the following reasons: (i)additions and/or changes to the Code, any federal or state securities law, orother law or regulations applicable to the Option, are made, and such additionsand/or changes have some effect on the Option, or (ii) any other event notdescribed in clause (i) occurs and the Eligible Participant gives his or herconsent to such amendment.
     Section 11. Exemption from Computation of Compensation for OtherPurposes. By acceptance of an applicable Option, subject to the conditions ofsuch Option, each Eligible Participant shall be considered in agreement thatall shares sold or awarded and all Options granted under this Plan shall beconsidered special incentive compensation and will be exempt from inclusion as“wages” or “salary” in pension, retirement, life insurance, and other employeebenefits arrangements of the Company, except as determined otherwise by theCompany. In addition, each beneficiary of a deceased Eligible Participantshall be in agreement that all such Options will be exempt from inclusion in“wages” or “salary” for purposes of calculating benefits of any life insurancecoverage sponsored by the Company.
     Section 12. Listing, Registration and Other Legal Compliance. No Optionsor shares of the Common Stock shall be required to be issued or granted underthe Plan unless legal counsel to the Company shall be satisfied that suchissuance or grant will be in compliance with all applicable federal and statesecurities laws and regulations and any other applicable laws or regulations.The Committee may require, as a condition of any payment or share issuance,that certain agreements, undertakings, representations, certificates, and/orinformation, as the Committee may deem necessary or advisable, be executed orprovided to the Company to assure compliance with all such applicable laws orregulations. Any certificates for shares of Common Stock delivered under thePlan may be subject to such stock-transfer orders and such other restrictionsas the Committee may deem advisable under the rules, regulations, or otherrequirements of the Securities and Exchange Commission, any stock exchange uponwhich the Common Stock is then listed, and any applicable federal or statesecurities law. In addition, if, at any time specified herein (or in anyAgreement or otherwise) for (a) the making of any Option, or the making of anydetermination, (b) the issuance or other distribution of Common Stock, or (c)the payment of amounts to or through an Eligible Participant with respect toany Option, any law, rule, regulation, or other requirement of any governmentalauthority or agency shall require the Company, any affiliate, or any EligibleParticipant (or any estate, designated beneficiary, or other legalrepresentative thereof) to take any action in connection with any suchdetermination, any such shares to be issued or distributed, any such payment,or the making of any such determination, as the case may be, shall be deferreduntil such required action is taken.
     Section 13. Rights as Shareholder. No Eligible Participant orbeneficiary shall be deemed a shareholder of the Company nor have any rights assuch with respect to any shares to be provided under the Plan until he or shehas become the holder of such shares.
     Section 14. Construction of the Plan. The Plan, and its rules, rights,agreements and regulations, shall be governed, construed, interpreted andadministered solely in accordance with
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the laws of the state of Washington. In the event any provision of thePlan shall be held invalid, illegal or unenforceable, in whole or in part, forany reason, such determination shall not affect the validity, legality orenforceability of any remaining provision, portion of provision or the Planoverall, which shall remain in full force and effect as if the Plan had beenabsent the invalid, illegal or unenforceable provision or portion thereof
     Section 15. Termination of the Plan. The Committee may terminate thePlan at any time. Unless the Committee shall theretofore have terminated thePlan, the Plan shall terminate on December 31, 2010 . No Option may be grantedhereunder after termination of the Plan. The termination or amendment of thePlan shall not alter or impair any rights or obligations under any Optiontheretofore granted under the Plan.
     Section 16. Effective Date of the Plan. The Plan shall be effective asof May 1, 1999.
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