Grant
      No.: ____


**DRAFT
      -**


**SUBJECT
      TO COMPLETION**





**STANDARD
      FORM-**


**RESTRICTED
      STOCK AWARD**


**FOR
      EXECUTIVE OFFICERS**





**METROPOLITAN
      HEALTH NETWORKS, INC.**




**Restricted
      Stock Award Agreement for Executive Officers**




**_________
      Shares of Restricted Stock**




**THIS
      AGREEMENT** (this
“Agreement”) dated as of the ______ day of __________, 2006, between **METROPOLITAN
      HEALTH NETWORKS, INC.** ,
      a
      Florida corporation (the “Company”) and _________________________________
      (“Participant”) is made pursuant and subject to the provisions of the Company’s
      Omnibus Equity Compensation Plan (the “Plan”), a copy of which has been made
      available to Participant. All terms used herein that are defined in the Plan
      have the same meaning given them in the Plan.




1.  **Award
      of Stock** .
      Pursuant to the Plan, the Company, on [___________] (the “Date of Grant”)
      granted to Participant, subject to the terms and conditions of the Plan and
      subject further to the terms and conditions herein set forth, an Award of ______
      shares of Restricted Stock.




2.  **Restrictions.** The
      shares of Restricted Stock are nontransferable and are subject to forfeiture
      until vested.




3.  **Vesting** .
      Subject
      to paragraph 6 and except as provided in paragraphs 4 and 7 below, Participant’s
      interest in the shares of Restricted Stock shall become transferable and
      nonforfeitable (“Vested”) as follows:





(a)  Twenty-five
      percent (25%) of the shares of Restricted Stock shall become Vested on the
      first
      anniversary of the Date of Grant;





(b)  An
      additional twenty-five percent (25%) of the shares of Restricted Stock shall
      become Vested on the second anniversary of the Date of Grant;





(c)  An
      additional twenty-five percent (25%) of the shares of Restricted Stock shall
      become Vested on the third anniversary of the Date of Grant; and





(d)  The
      remaining twenty-five percent (25%) of the shares of Restricted Stock shall
      become Vested on the fourth anniversary of the Date of Grant.







4.  **Death
      or Disability.** In the
      event of Participant’s death or Disability (as defined in the Plan) while
      employed by the Company and prior to the forfeiture of the shares of Restricted
      Stock under paragraph 7, all shares of Restricted Stock that are not then Vested
      shall become Vested as of the date of Participant’s termination from the employ
      of the Company on account of death or Disability.




5.  **Termination
      Without Cause and Resignation for Good Reason** .
      In the
      event Participant is terminated from the employ of the Company without Cause
      (“Termination Without Cause) or resigns from the employ of the Company for Good
      Reason (“Resignation for Good Reason”), all shares of Restricted Stock that are
      not then Vested shall become Vested as of the date of Participant’s termination
      from the employ of the Company on account of Termination Without Cause or
      Resignation for Good Reason, as applicable. For purposes of this Agreement,
      the
      term “Cause” shall mean (i) an action or omission of the Participant which
      constitutes a willful and material breach of, or failure or refusal (other
      than
      by reason of his disability) to perform his duties under, an employment or
      other
      agreement which is not cured within fifteen (15) days after receipt by the
      Participant of written notice of same, (ii) fraud, embezzlement,
      misappropriation of funds or breach of trust in connection with Participant’s
      services under an employment or any other agreement, (iii) conviction of a
      felony or any other crime which involves dishonesty or a breach of trust, or
      (iv) gross negligence in connection with the performance of the Participant’s
      duties under an employment or other agreement, which is not cured within fifteen
      (15) days after written receipt by the Participant of written notice of same.
      For purposes of this Agreement, the term “Good Reason” shall mean (i) the
      assignment to the Participant of any duties or responsibilities inconsistent
      in
      any respect with the Participant’s position or a similar position in the Company
      or one of its subsidiaries, as contemplated by an employment or other agreement,
      or any other action by the Company which results in a substantial and compelling
      diminution in such position, authority, duties or responsibilities, excluding
      for this purpose an isolated, insubstantial and inadvertent action not taken
      in
      bad faith and which is remedied by the Company within fifteen (15) days after
      receipt of notice thereof given by the Participant; (ii) any failure by the
      Company to comply with any of the provisions regarding compensation or benefit
      programs under an employment or other agreement, other than an isolated,
      insubstantial and inadvertent failure not occurring in bad faith and which
      is
      remedied by the Company promptly after receipt of notice thereof given by the
      Participant; (iii) the Company’s requiring the Participant to be based at any
      office or location outside of the area for which Participant was originally
      hired to work except for travel reasonably required in the performance of the
      Participant’s responsibilities. For purposes of this Section 5, any good faith
      determination of “Good Reason” made by the Board of Directors of the Company
      shall be conclusive.




6.  **Change
      in Control** .
      Notwithstanding any other provision of this Agreement, all shares of Restricted
      Stock not previously forfeited shall become Vested upon a Change in Control
      (as
      such term is defined in Section 13.2 of the Plan).


-2-


7.  **Forfeiture** .
      Upon
      the Participant’s termination of employment with the Company (and all
      affiliates) for any reason (other than on account of the Participant’s death or
      becoming Permanently and Totally Disabled or the Participant’s Termination
      Without Cause or Resignation for Good Reason.), all non-Vested shares of
      Restricted Stock granted under this Agreement shall be forfeited as of the
      date
      of termination and the escrow shall be terminated.




8.  **Escrow
      for Restricted Shares.**




(a)  Until
      the
      Restricted Stock is Vested, the underlying shares shall be held by the Company
      in escrow. Upon becoming vested, a share certificate for the newly vested shares
      shall be delivered to the Participant as soon as administratively feasible
      after
      the date of vesting.




(b)  Subject
      to the requirements of Paragraph 9, the Participant shall have all the rights
      of
      a shareholder with respect to the shares held in escrow, including the right
      to
      vote the shares and to receive all dividends and other distributions paid with
      respect to the shares.




(c)  Any
      shares held in escrow under this Agreement shall be held, and a certificate
      shall be issued, in the name of the Participant. The Participant does hereby
      irrevocably constitute and appoint the Company’s Chief Financial Officer and
      Controller as Participant’s attorney to transfer any forfeited shares on the
      books of the Company with full power of substitution in the premises. The Chief
      Financial Officer and/or the Controller shall use the authority granted in
      this
      paragraph 8 to cancel any shares of Restricted Stock that are
      forfeited.




9.  **Share
      Distributions and Dividends.** If a
      dividend or other distribution declared with respect to Company shares is
      payable in shares, any shares distributed with respect to the shares of
      Restricted Stock held in escrow hereunder also shall be held in escrow subject
      to the same terms and restrictions applicable to the escrowed shares to which
      such distribution relates. If the Shares held in escrow shall be changed into
      or
      exchangeable for a different number or kind of stock or other securities of
      the
      Company or other corporation (whether through reorganization, reclassification,
      recapitalization, stock split-up, merger or otherwise), such substituted stock
      or other securities shall be held in escrow subject to the same terms and
      restrictions as were applicable to the replaced shares of Restricted
      Stock. ****




10.  **Confidentiality
      and Non-Competition.** Notwithstanding any other provision of this Agreement, any Restricted Stock
      granted pursuant to this Agreement or the proceeds from the sale of any shares
      of Vested Restricted Stock shall be forfeited by you if you engage in any
      conduct that violates any non-competition, confidentiality or non-solicitation
      provisions (a) under your employment or other agreement with the Company
      (or any of its affiliates or subsidiaries) or (b) that are otherwise
      applicable to your employment with the Company (or any of its affiliates or
      subsidiaries). You acknowledge that this grant constitutes good, valuable and
      sufficient consideration for your performance of those provisions.




11.  **Fractional
      Shares** .
      A
      fractional share shall not be issued hereunder, and when any provision hereof
      may cause a fractional share to be issued, any such fractional share shall
      be
      disregarded.


-3-


12.  **No
      Right to Continued Employment** .
      Neither
      the Plan nor this Agreement shall confer upon you any right to continue in
      the
      employ of (or any other relationship with) the Company or any subsidiary,
      affiliate, or parent thereof, or limit in any respect the right of the Company
      or any subsidiary, affiliate, or parent thereof to terminate your employment
      or
      other relationship with the Company or any subsidiary, affiliate, or parent
      thereof, as the case may be, at any time. ****




13.  **Adjustments** .
      In the
      event that, after the date hereof, the outstanding shares of the Company's
      common stock shall be increased or decreased or changed into or exchanged for
      a
      different number or kind of shares of stock or other securities of the Company
      or of another corporation through reorganization, merger or consolidation,
      recapitalization, reclassification, stock split, split-up, combination or
      exchange of shares or declaration of any dividends payable in common stock,
      the
      Committee shall appropriately adjust the number of shares of Restricted Stock
      (to the nearest possible full share), and such adjustment shall be effective
      and
      binding for all purposes of this Agreement and the Plan.




14.  **Governing
      Law** .
      Except
      as otherwise required by applicable law, this Agreement shall be governed by
      and
      construed in accordance with the laws of the State of Florida, but without
      regard to the principle of conflict of laws thereof. If any one or more
      provisions of this Agreement shall be found to be illegal or unenforceable
      in
      any respect, the validity and enforceability of the remaining provisions hereof
      shall not in any way be affected or impaired thereby.




15.  **Plan
      Documents** .
      This
      Agreement is qualified in its entirety by reference to the provisions of the
      Plan, as amended from time to time, which are hereby incorporated herein by
      reference. Capitalized terms not defined herein shall have the meaning ascribed
      to them in the Plan. However, notwithstanding the above, no Plan amendment
      may
      deprive you of any Restricted Stock theretofore granted under the Plan without
      your consent, and no Plan amendment requiring shareholder approval (if any)
      may
      be made without such shareholder approval. The interpretation and construction
      by the Committee of the Plan, this Agreement, the Restricted Stock granted
      hereunder, and such rules and regulations as may be adopted by the Committee
      for
      the purpose of administering the Plan, shall be final and binding upon you.
      Until the Restricted Stock shall expire, terminate, or Vest in full, the Company
      shall, upon written request therefor, send a copy of the Plan, in its
      then-current form, to you or any other person or entity then entitled to the
      Restricted Stock.




16.  **Binding
      Effect** .
      This
      Agreement shall be binding upon and inure to the benefit of the successors
      and
      assigns of the Company and upon the legal representatives, executors,
      administrators, heirs, legatees and any permitted assignee of the
      Participant.




17.  **Section
      83(b) Election.** The
      Participant may make a Section 83(b) election to treat the shares of Restricted
      Stock granted to him under Paragraph 1 as taxable income at the time of transfer
      under this Agreement. A section 83(b) election form (with accompanying
      instructions) which may be used for this purpose is attached to this Agreement
      as Exhibit A.


-4-


18.  **Tax
      Withholding** .
      Participant shall make arrangements, satisfactory to the Company, for the
      satisfaction of income and employment tax withholding requirements related
      to
      the Restricted Stock. In accordance with such procedures as may be established
      by the Committee, Participant may surrender shares of common stock, including
      shares of Vested Restricted Stock, in satisfaction of the tax withholding
      requirement; provided, however, that the number of shares to be surrendered
      or
      withheld shall be determined using the minimum rate at which income and
      employment taxes must be withheld and the Fair Market Value of common stock
      as
      of the date of withholding.




19.  **Notices.** All
      notices and other communications required or permitted hereunder shall be in
      writing and deemed to have been received on the date of delivery if delivered
      by
      hand or overnight express, or three days after the date of posting if mailed
      by
      registered or certified mail, postage prepaid, addressed to the Company, c/o
      General Counsel, at 250 S. Australian Avenue, Suite 400, West Palm Beach,
      Florida 33401, and to Participant at Participant’s address as set forth on the
      signature page hereto (or such other address to which the Company or you hereby
      notify the other party hereto to send such notices and communications). Such
      notices and other communications shall not be considered delivered until
      actually received or deemed received pursuant to this
      Section 19.




20.  **Further
      Assurances** .
      The
      parties agree to execute such further instruments and to take such further
      action as may reasonably be necessary to carry out the intent of this
      Agreement.




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




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




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


-5-





**IN
      WITNESS WHEREOF** ,
      the
      Company has caused this Agreement to be signed by a duly authorized officer,
      and
      Participant has affixed his signature hereto.




**METROPOLITAN
                HEALTH NETWORKS, INC.**By:Michael M. Earley, Chairman**EMPLOYEE**Address:Social
                Security Number:





-6-


Grant
        No.: ____


**EXHIBIT
      A**




**ELECTION
      TO INCLUDE VALUE OF RESTRICTED PROPERTY**


**IN
      GROSS INCOME IN YEAR OF TRANSFER UNDER SECTION 83(b)**




Pursuant
      to Section 83(b) of the Internal Revenue Code of 1986, as amended, I hereby
      elect to include in my gross income at the time of transfer the amount
      includible under Section 83(b) with respect to the restricted property described
      below, in accordance with applicable regulations:




**1.** ***The
      name, address and taxpayer information number of the undersigned
      are:***




Name:  
      ______________________________________________




Address: 
      ____________________________________________




Taxpayer
      Identification Number:  __________________________




**2.** ***Description
      of property with respect to which the election is being
      made:***




__________________________
      shares of common stock, $.001 par value, of Metropolitan Health Networks,
      Inc.




**3.**
            ***Date
                on which the property was transferred and taxable year for which
                the
                election is made:***




Date
      of
      transfer:   ________________




Taxable
      year for which election made: Calendar year ______




**4.** ***The
      nature of the restriction(s) to which the property is
      subject:***




Forfeiture
      in the event that the undersigned terminates employment before the restricted
      shares becomes vested in accordance with the terms of the Restricted Stock
      Award
      Agreement.




**5.** ***Fair
      market value at time of transfer:***




The
      fair
      market value at the time of transfer (determined without regard to any
      restrictions other than restrictions which by their terms will never lapse)
      of
      the property with respect to which this election is being made is ______ per
      share, for an aggregate fair market value of $_____________.




**6.** ***Amount
      paid for the property:***




No
      amount
      has been paid by the undersigned for said property.







**7.** ***Furnishing
      statement to company:***




A
      copy of
      this statement has been furnished to Metropolitan Health Networks,
      Inc.







Dated:Signature:Name:




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INSTRUCTIONS
      FOR SECTION 83(b) ELECTION FORM:




1.  Review
      and complete all items on this form, including:




§
            Address
                and taxpayer identification number (i.e., Social Security number)
                (Item
                1)




§
            Date
                of transfer (Item 3)


§
            Fair
                market value per share and in the aggregate (Item
                5)


§
            Signature
                and date (bottom)




2.  Provide
      a
      copy of this form within 30 days of the date of the agreement to:




§
            the
                CFO or Controller for Metropolitan Health Networks,
                Inc.




§
            Director,
                Internal Revenue Service Center, of the Service Center where you
                expect to
                file your income tax return




3.  Attach
      a
      copy of this form to your Federal income tax return for the calendar year
      involved.