STOCK COMPENSATION AGREEMENT
THIS AGREEMENT is made as of the 15th day of May, 1998 by and between
METROPOLITAN HEALTH NETWORKS, INC. (the "Company") and JAN ATLAS, ESQ.
("ATLAS"), and XXXXXXX X. XXXXXXXX, ESQ. ("XXXXXXXX"), (Atlas and Xxxxxxxx
collectively referred to as "Attorneys").
WHEREAS, the Company is a publicly-held company.
WHEREAS, Attorneys have represented the Company in various litigation
matters, including but not limited to, One Stop Medical Funding Group, Inc.
d/b/a One Stop Medical Billing and American Medical Billing v. Xx. Xxxxxxxxx X.
Xxxxx, Florida Rehabilitative Services, Inc. and Metropolitan Health Networks,
Inc., and Metropolitan Health Networks, Inc. and MetRehab Group, Inc. f/k/a
MetCare I, Inc. v. Florida Rehabilitation Services, Inc., Southeast Medical
Staffing, Inc. and Xxxxxxxxx X. Xxxxx since September 1997 (the
"Representation"); and
WHEREAS, the Attorneys are partners in the law firm of Atlas, Xxxxxxxx,
Trop & Borkson, P.A. (the "Firm") which Firm also represents the Company with
regard to various corporate and securities matters ("Corporate Representation");
and
WHEREAS, in connection with such Representation, the Company currently
owes Attorneys approximately $70,000 for legal services and related costs and
expenses associated with the Representation (the "Outstanding Amounts"); and
WHEREAS, the Company desires to compensate Attorneys for the
Outstanding Amounts; and
WHEREAS, the Company desires to engage Attorneys to continue the
Representation and other litigation related matters from the date hereof and
through September 1998 ("Continued Representation"); and
WHEREAS, Attorneys have agreed to be compensated for the Outstanding
Amounts and to the Continued Representation upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the recitals, promises and
conditions in this Agreement, the parties hereto agree as follows:
(a) Recitals. The foregoing recitals are true and correct.
(b) Engagement. The Company has engaged Attorneys to provide it with
all manner of legal services as same relate to matters involving the
Representation and the Continued Representation and Attorneys hereby accept such
engagement.
(c) Compensation. As full and complete compensation for the
Representation and the Continued Representation, as well as payment in full of
the Outstanding Amounts, the Company shall pay Attorneys an aggregate of 30,000
shares of the Company's common stock (the "Compensation Stock") with 15,000
shares of such Compensation Stock being paid to Atlas and 15,000 shares of such
Compensation Stock
to Xxxxxxxx. In connection therewith, the Company shall file a registration
statement on Form S-8 with the Securities and Exchange Commission registering
the Compensation Stock under the Securities Act of 1933, as amended.
(d) Representations and Warranties. The Company and the Attorneys
agree that the Compensation Stock will not constitute compensation with regard
to, or satisfaction of any fees due and payable to the Firm now, or in the
future, for the Corporate Representation (the "Corporate Fees") and that such
Corporate Fees shall be due an payable pursuant to the fee structure agreed to
by the parties. In addition thereto, the Company and the Attorneys agree that
the Compensation Stock shall not constitute compensation for services rendered
in connection with the Representation or the Continued Representation by the
Attorneys or the Firm subsequent to September 1998.
(e) Miscellaneous.
i. Any notice, request, demand or other communication required
or permitted hereunder shall be deemed to be properly given when personally
served in writing or when deposited in the United States mail, first class
postage prepaid, addressed to the other party at the addresses appearing in this
Agreement. Either party may change its address by written notice made in
accordance with this section.
ii. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective legal representatives,
administrators, executors, successors, subsidiaries and affiliates.
iii. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida.
iv. This Agreement constitutes the entire agreement between
the parties with respect to the Representation and the Continued Representation.
No promises, guarantees, inducements or agreements, oral or written, express or
implied, have been made other than as contained in this Agreement. This
Agreement can only be modified or changed in writing signed by both parties
hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and date first above written.
METROPOLITAN HEALTH NETWORKS,
INC.
By:/s/ Xxxx X. Xxxxxxxx
-----------------------------
Xxxx X. Xxxxxxxx, President
/s/ Jan D. Atlas
-----------------------------
Jan D. Atlas, Esq.
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Esq.
