AMENDED AND RESTATED

                             STOCK PURCHASE WARRANT

                           To Purchase Common Stock of

                       AMERICAN CARESOURCE HOLDINGS, INC.
<PAGE>

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT") NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED
OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE ACT AND
ANY APPLICABLE STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO,
OR (2) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO THE COMPANY TO THE
EFFECT THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS NOT
REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER.

      Void after 5:00 p.m. Central Standard Time, on January 27, 2010.

      Warrant to Purchase 274,123 Shares of Common Stock.(1)

                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                       AMERICAN CARESOURCE HOLDINGS, INC.

      THIS AMENDED AND RESTATED STOCK PURCHASE WARRANT, amends and restates the
Stock Purchase Warrant dated January 27, 2005 issued by AMERICAN CARESOURCE
HOLDINGS, INC., a Delaware corporation (the "Company"), in favor of Derace
Schaffer ("Holder").

      This is to Certify That, FOR VALUE RECEIVED, Holder is entitled to
purchase, subject to the provisions of this Warrant, from the Company, 274,123
fully paid, validly issued and nonassessable shares of Common Stock, no par
value per share, of the Company ("Common Stock") at a price of $0.40 per share
at any time or from time to time during the period from the date hereof to 5:00
p.m. Central Standard Time, on January 27, 2010. The number of shares of Common
Stock to be received upon the exercise of this Warrant and the price to be paid
for each share of Common Stock may be adjusted from time to time as hereinafter
set forth. The exercise price and the number of shares issuable upon exercise of
the Warrants will be proportionately adjusted for stock splits, stock dividends,
recapitalizations and similar transactions. The shares of Common Stock
deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares" and the exercise price of
a share of Common Stock in effect at any time and as adjusted from time to time
is hereinafter sometimes referred to as the "Exercise Price".

      (a)   EXERCISE OF WARRANT.

            (1)   This Warrant may be exercised in whole or in part at any time
                  or from time to time on or after the date hereof and until
                  5:00 p.m. Central Standard Time on January 27, 2010; provided,
                  however, that if either such day is a day on which banking
                  institutions in the State of Iowa are authorized by law to
                  close, then on the next succeeding day which shall not be such
                  a day. This Warrant may be exercised by presentation and
                  surrender hereof to the Company at its principal office, or at

----------
(1)   All share and price amounts reflect November 14, 2005 stock split.

<PAGE>

                  the office of its stock transfer agent if any, with the
                  Purchase Form annexed hereto duly executed and accompanied by
                  payment of the Exercise Price for the number of Warrant Shares
                  specified in such form. As soon as practicable after each such
                  exercise of the warrants, but not later than seven (7) days
                  from the date of such exercise, the Company shall issue and
                  deliver to the Holder a certificate or certificate for the
                  Warrant Shares issuable upon such exercise, registered in the
                  name of the Holder or its designee. If this Warrant should be
                  exercised in part only, the Company shall, upon surrender of
                  this Warrant for cancellation, execute and deliver a new
                  Warrant evidencing the rights of the Holder thereof to
                  purchase the balance of the Warrant Shares purchasable
                  thereunder. Upon receipt by the Company of this Warrant at its
                  office, or by the stock transfer agent of the Company at its
                  office, in proper form for exercise, the Holder shall be
                  deemed to be the holder of record of the shares of Common
                  Stock issuable upon such exercise, notwithstanding that the
                  stock transfer books of the Company shall then be closed or
                  that certificates representing such shares of Common Stock
                  shall not then be physically delivered to the Holder.

            (2)   In lieu of delivering the Exercise Price in cash or check the
                  Holder may elect to receive shares equal to the value of the
                  Warrant or portion thereof being exercised ("Net Issue
                  Exercise"). If the Holder wishes to elect the Net Issue
                  Exercise, the Holder shall notify the Company of its election
                  in writing at the time it delivers to the Company the Purchase
                  Form. In the event the Holder shall elect Net Issue Exercise,
                  the Holder shall receive the number of shares of Common Stock
                  equal to the product of (a) the number of shares of Common
                  Stock purchasable under the Warrant, or portion thereof being
                  exercised, and (b) the current market value, as defined in
                  paragraph (c), of one share of Common Stock minus the Exercise
                  Price, divided by (c) the current market value, as defined
                  below, of one share of Common Stock.

      (b)   RESERVATION OF SHARES. The Company shall at all times reserve for
            issuance and/or delivery upon exercise of this Warrant such number
            of shares of its Common Stock as shall be required for issuance and
            delivery upon exercise of the Warrants.

      (c)   FRACTIONAL SHARES. No fractional shares or scrip representing
            fractional shares shall be issued upon the exercise of this Warrant.
            With respect to any fraction of a share called for upon any exercise
            hereof, the Company shall pay to the Holder an amount in cash equal
            to such fraction multiplied by the current market value of a share,
            determined as follows:


                                      -2-
<PAGE>

            (1)   If the Common Stock is listed on a national securities
                  exchange or admitted to unlisted trading privileges on such
                  exchange or listed for trading on the NASDAQ system, the
                  current market value shall be the last reported sale price of
                  the Common Stock on such exchange or system on the last
                  business day prior to the date of exercise of this Warrant or
                  if no such sale is made on such day, the average closing bid
                  and asked prices for such day on such exchange or system; or

            (2)   If the Common Stock is not so listed or admitted to unlisted
                  trading privileges, the current market value shall be the mean
                  of the last reported bid and asked prices reported by the
                  National Quotation Bureau, Inc. on the last business day prior
                  to the date of the exercise of this Warrant; or

            (3)   If the Common Stock is not so listed or admitted to unlisted
                  trading privileges and bid and asked prices are not so
                  reported, the current market value shall be an amount, not
                  less than the book value thereof as at the end of the most
                  recent fiscal year of the Company ending prior to the date of
                  the exercise of the Warrant, determined in such reasonable
                  manner as may be prescribed by the Board of Directors of the
                  Company.

      (d)   EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
            exchangeable, without expense, at the option of the Holder, upon
            presentation and surrender hereof to the Company or at the office of
            its stock transfer agent, if any, for other warrants of different
            denominations entitling the holder thereof to purchase in the
            aggregate the same number of shares of Common Stock purchasable
            hereunder. Upon surrender of this Warrant to the Company at its
            principal office or at the office of its stock transfer agent, if
            any, with the Assignment Form annexed hereto duly executed and funds
            sufficient to pay any transfer tax, the Company shall, without
            charge, execute and deliver a new Warrant in the name of the
            assignee named in such instrument of assignment and this Warrant
            shall promptly be cancelled. This Warrant may be divided or combined
            with other warrants which carry the same rights upon presentation
            hereof at the principal office of the Company or at the office of
            its stock transfer agent, if any, together with a written notice
            specifying the names and denominations in which new Warrants are to
            be issued and signed by the Holder hereof. The term "Warrant" as
            used herein includes any Warrants into which this Warrant may be
            divided or exchanged. Upon receipt by the Company of evidence
            satisfactory to it of the loss, theft, destruction or mutilation of
            this Warrant, and (in the case of loss, theft or destruction) of
            reasonably satisfactory indemnification, and upon surrender and
            cancellation of this Warrant, if mutilated, the Company will execute
            and deliver a new Warrant of like tenor and date. Any such new
            Warrant executed and delivered shall constitute an additional
            contractual obligation on the part of the Company, whether or not
            this Warrant so lost, stolen, destroyed, or mutilated shall be at
            any time enforceable by anyone.

      (e)   RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
            entitled to any rights of a shareholder in the Company, either at
            law or equity, and the rights of the Holder are limited to those
            expressed in the Warrant and are not enforceable against the Company
            except to the extent set forth herein.


                                      -3-
<PAGE>

      (f)   ANTI-DILUTION PROVISIONS. The Exercise Price in effect at any time
            and the number and kind of securities purchasable upon the exercise
            of the Warrants shall be subject to adjustment from time to time
            upon the happening of certain events as follows:

            (1)   In case the Company shall (i) declare a dividend or make a
                  distribution on its outstanding shares of Common Stock in
                  shares of Common Stock, (ii) subdivide or reclassify its
                  outstanding shares of Common Stock into a greater number of
                  shares, or (iii) combine or reclassify its outstanding shares
                  of Common Stock into a smaller number of shares, the Exercise
                  Price in effect at the time of the record date for such
                  dividend or distribution or of the effective date of such
                  subdivision, combination or reclassification shall be adjusted
                  so that the Exercise Price shall be proportionately increased
                  (as in the case of (iii), above) or decreased (as in the case
                  of (i) or (ii), above). Such adjustment shall be made
                  successively whenever any event listed above shall occur.

            (2)   In case the Company shall fix a record date for the issuance
                  of rights or warrants to all holders of its Common Stock
                  entitling them to subscribe for or purchase shares of Common
                  Stock (or securities convertible into Common Stock) at a price
                  (the "Subscription Price") (or having a conversion price per
                  share) less than the Exercise Price on such record date, the
                  Exercise Price shall be adjusted so that the same shall equal
                  such lower price. Such adjustment shall be made successively
                  whenever such rights or warrants are issued and shall become
                  effective immediately after the record date for the
                  determination of shareholders entitled to receive such rights
                  or warrants; and to the extent that shares of Common Stock are
                  not delivered (or securities convertible into Common Stock are
                  not delivered) after the expiration of such rights or
                  warrants, the Exercise Price shall be readjusted to the
                  Exercise Price which would then be in effect had the
                  adjustments made upon the issuance of such rights or warrants
                  been made upon the basis of delivery of only the number of
                  shares of Common Stock (or securities convertible into Common
                  Stock) actually delivered.

            (3)   In case the Company shall hereafter distribute to the holders
                  of its Common Stock evidences of its indebtedness or assets
                  (excluding cash dividends or distributions and dividends or
                  distributions referred to in Subsection (1) above) or
                  subscription rights or warrants (excluding those referred to
                  in Subsection (2) above), the Company shall reserve and the
                  holder of this warrant shall thereafter, upon exercise hereof,
                  be entitled to receive with respect to each share of Common
                  Stock purchased hereunder, without any change in, or payment
                  in addition to Exercise Price, the amount of any property or
                  other securities which would have been distributed to such
                  holder had such holder been a holder of one share of Common
                  Stock on the record date of such distribution (or, if no
                  record date was established by the Company, the date such
                  distribution was paid).


                                      -4-
<PAGE>

            (4)   In case the Company shall issue shares of its Common Stock
                  excluding shares issued (i) in any of the transactions
                  described in Subsection (1) above, (ii) upon exercise of
                  options granted to the Company's employees under a plan or
                  plans adopted by the Company's Board of Directors and approved
                  by its shareholders, if such shares would otherwise be
                  included in this Subsection (4), (iii) upon exercise of this
                  Warrant and (iv) to shareholders of any corporation which
                  merges into the Company in proportion to their stock holdings
                  of such corporation immediately prior to such merger, upon
                  such merger, or issued in a bona fide public offering pursuant
                  to a firm commitment underwriting, but only if no adjustment
                  is required pursuant to any other specific subsection of this
                  Section (f) (without regard to Subsection (8) below) with
                  respect to the transaction giving rise to such rights for a
                  consideration per share (the "Offering Price") less than the
                  Exercise Price, the Exercise Price shall be adjusted
                  immediately thereafter so that it shall equal such Offering
                  Price. Such adjustment shall be made successively whenever
                  such an issuance is made.

            (5)   In case the Company shall issue any securities convertible
                  into or exchangeable for its Common Stock, excluding
                  securities issued in transactions described in Subsections (2)
                  and (3) above, for a consideration per share of Common Stock
                  (the "Conversion Price") initially deliverable upon conversion
                  or exchange of such securities, determined as provided in
                  Subsection (7) below, less than the Exercise Price, the
                  Exercise Price shall be adjusted immediately thereafter so
                  that it shall equal such Conversion Price. Such adjustment
                  shall be made successively whenever such an issuance is made.

            (6)   Whenever the Exercise Price payable upon exercise of each
                  Warrant is adjusted pursuant to Subsections (1), (2), (3), (4)
                  and (5) above, the number of Shares purchasable upon exercise
                  of this Warrant shall simultaneously be adjusted by
                  multiplying the number of Shares initially issuable upon
                  exercise of this Warrant by the Exercise Price in effect on
                  the date hereof and dividing the product so obtained by the
                  Exercise Price, as adjusted.

            (7)   For purposes of any computation respecting consideration
                  received pursuant to Subsections (4) and (5) above, the
                  following shall apply:

                  (A)   in the case of the issuance of shares of Common Stock
                        for cash, the consideration shall be the amount of such
                        cash, provided that in no case shall any deduction be
                        made for any commissions, discounts or other expenses
                        incurred by the Company for any underwriting of the
                        issue or otherwise in connection therewith;


                                      -5-
<PAGE>

                  (B)   in the case of the issuance of shares of Common Stock
                        for a consideration in whole or in part other than cash,
                        the consideration other than cash shall be deemed to be
                        the fair market value thereof as determined in good
                        faith by the Board of Directors of the Company
                        (irrespective of the accounting treatment thereof),
                        whose determination shall be conclusive; and

                  (C)   in the case of the issuance of securities convertible
                        into or exchangeable for shares of Common Stock, the
                        aggregate consideration received therefore shall be
                        deemed to be the consideration received by the Company
                        for the issuance of such securities plus the additional
                        minimum consideration, if any, to be received by the
                        Company upon the conversion or exchange thereof, the
                        consideration in each case to be determined in the same
                        manner as provided in clauses (A) and (B) of this
                        Subsection (7).

            (8)   No adjustment in the Exercise Price shall be required unless
                  such adjustment would require an increase or decrease of at
                  least five cents ($0.05) in such price; provided, however,
                  that any adjustments which by reason of this Subsection (8)
                  are not required to be made shall be carried forward and taken
                  into account in any subsequent adjustment required to be made
                  hereunder. All calculations under this Section (f) shall be
                  made to the nearest cent or to the nearest one-hundredth of a
                  share, as the case may be. Anything in this Section (f) to the
                  contrary notwithstanding, the Company shall be entitled, but
                  shall not be required, to make such changes in the Exercise
                  Price, in addition to those required by this Section (f), as
                  it shall determine, in its sole discretion, to be advisable in
                  order that any dividend or distribution in shares of Common
                  Stock, or any subdivision, reclassification or combination of
                  Common Stock, hereafter made by the Company shall not result
                  in any Federal income tax liability to the holders of Common
                  Stock or securities convertible into Common Stock (including
                  Warrants).

            (9)   Whenever the Exercise Price is adjusted, as herein provided,
                  the Company shall promptly but no later than 20 days after any
                  request for such an adjustment by the Holder, cause a notice
                  setting forth the adjusted Exercise Price and adjusted number
                  of Shares issuable upon exercise of each Warrant, and, if
                  requested, information describing the transactions giving rise
                  to such adjustments, to be mailed to the Holder at his last
                  address appearing in the Warrant Register, and shall cause a
                  certified copy thereof to be mailed to its transfer agent, if
                  any. The Company may retain a firm of independent certified
                  public accountants selected by the Board of Directors (who may
                  be the regular accountants employed by the Company) to make
                  any computation required by this Section (f), and a
                  certificate signed by such firm shall be conclusive evidence
                  of the correctness of such adjustment.


                                      -6-
<PAGE>

            (10)  In the event that at any time, as a result of an adjustment
                  made pursuant to Subsection (1) above, the Holder of this
                  Warrant thereafter shall become entitled to receive any shares
                  of the Company, other than Common Stock, thereafter the number
                  of such other shares so receivable upon exercise of this
                  Warrant shall be subject to adjustment from time to time in a
                  manner and on terms as nearly equivalent as practicable to the
                  provisions with respect to the Common Stock contained in
                  Subsections (1) to (8), inclusive above.

            (11)  Irrespective of any adjustments in the Exercise Price or the
                  number or kind of shares purchasable upon exercise of this
                  Warrant, Warrants theretofore or thereafter issued may
                  continue to express the same price and number and kind of
                  shares as are stated in the similar Warrants initially
                  issuable pursuant to this Agreement.

      (g)   OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted
            as required by the provisions of the foregoing Section, the Company
            shall forthwith file in the custody of its Secretary or an Assistant
            Secretary at its principal office and with its stock transfer agent,
            if any, an officer's certificate showing the adjusted Exercise Price
            determined as herein provided, setting forth in reasonable detail
            the facts requiring such adjustment, including a statement of the
            number of additional shares of Common Stock, if any, and such other
            facts as shall be necessary to show the reason for and the manner of
            computing such adjustment. Each such officer's certificate shall be
            made available at all reasonable times for inspection by the Holder
            or any holder of a Warrant executed and delivered pursuant to
            Section (a) and the Company shall, forthwith after each such
            adjustment, mail a copy by certified mail of such certificate to the
            Holder or any such holder.

      (h)   NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be
            outstanding, (i) if the Company shall pay any dividend or make any
            distribution upon the Common Stock or (ii) if the Company shall
            offer to the holders of Common Stock for subscription or purchase by
            them any share of any class or any other rights or (iii) if any
            capital reorganization of the Company, reclassification of the
            capital stock of the Company, consolidation or merger of the Company
            with or into another corporation, sale, lease or transfer of all or
            substantially all of the property and assets of the Company to
            another corporation, or voluntary or involuntary dissolution,
            liquidation or winding up of the Company shall be effected, then in
            any such case, the Company shall cause to be mailed by certified
            mail to the Holder, at least fifteen days prior to the date
            specified in (x) or (y) below, as the case may be, a notice
            containing a brief description of the proposed action and stating
            the date on which (x) a record is to be taken for the purpose of
            such dividend, distribution or rights, or (y) such reclassification,
            reorganization, consolidation, merger, conveyance, lease,
            dissolution, liquidation or winding up is to take place and the
            date, if any is to be fixed, as of which the holders of Common Stock
            or other securities shall receive cash or other property deliverable
            upon such reclassification, reorganization, consolidation, merger,
            conveyance, dissolution, liquidation or winding up.


                                      -7-
<PAGE>

      (i)   RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any
            reclassification, capital reorganization or other change of
            outstanding shares of Common Stock of the Company, or in case of any
            consolidation or merger of the Company with or into another
            corporation (other than a merger with a subsidiary in which merger
            the Company is the continuing corporation and which does not result
            in any reclassification, capital reorganization or other change of
            outstanding shares of Common Stock of the class issuable upon
            exercise of this Warrant) or in case of any sale, lease or
            conveyance to another corporation of the property of the Company as
            an entirety, the Company shall, as a condition precedent to such
            transaction, cause effective provisions to be made so that the
            Holder shall have the right thereafter by exercising this Warrant at
            any time prior to the expiration of the Warrant, to purchase the
            kind and amount of shares of stock and other securities and property
            receivable upon such reclassification, capital reorganization and
            other change, consolidation, merger, sale or conveyance by a holder
            of the number of shares of Common Stock which might have been
            purchased upon exercise of this Warrant immediately prior to such
            reclassification, change, consolidation, merger, sale or conveyance.
            Any such provision shall include provision for adjustments which
            shall be as nearly equivalent as may be practicable to the
            adjustments provided for in this Warrant. The foregoing provisions
            of this Section (i) shall similarly apply to successive
            reclassifications, capital reorganizations and changes of shares of
            Common Stock and to successive consolidations, mergers, sales or
            conveyances. In the event that in connection with any such capital
            reorganization or reclassification, consolidation, merger, sale or
            conveyance, additional shares of Common Stock shall be issued in
            exchange, conversion, substitution or payment, in whole or in part,
            for a security of the Company other than Common Stock, any such
            issue shall be treated as an issue of Common Stock covered by the
            provisions of Subsection (1) of Section (f) hereof.

      (j)   RESTRICTIVE LEGEND. Each Warrant Share, when issued, shall include a
            legend in substantially the following form: THESE SHARES HAVE NOT
            BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") NOR
            UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD,
            ASSIGNED OR OTHERWISE TRANSFERRED UNTIL A (1) REGISTRATION STATEMENT
            UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW HAS BECOME
            EFFECTIVE WITH RESPECT THERETO, OR (2) RECEIPT BY THE COMPANY OF AN
            OPINION OF COUNSEL TO THE COMPANY TO THE EFFECT THAT REGISTRATION
            UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN
            CONNECTION WITH THE PROPOSED TRANSFER.


                                      -8-
<PAGE>

      (k)   The Company will not, by amendment of its charter or through
            reorganization, consolidation, merger, dissolution, sale of assets
            or any other voluntary action, avoid or seek to avoid the observance
            or performance of any of the terms of this Warrant, but will at all
            times in good faith assist in the carrying out of all such terms and
            in the taking of all such action as may be necessary or appropriate
            in order to protect the rights of the Holder of this Warrant against
            impairment.

Dated: March 29, 2006

                                              __________________________________
                                              American Caresource Holdings, Inc.

Attest:


_____________________________________         By: ______________________________
Name:  David S. Boone                             Name:  Wayne A. Schellhammer
Title: COO/CFO                                    Title: Chairman and CEO


                                      -9-
<PAGE>

                                                   PURCHASE FORM

                                                        Dated _____________ 20__

      The undersigned hereby irrevocably elects to exercise the within Warrant
to the extent of purchasing ___________ shares of Common Stock and hereby makes
payment of ___________ in payment of the actual exercise price thereof.

                                ________________

                     INSTRUCTIONS FOR REGISTRATION OF STOCK

Name ___________________________________________________________

                  (Please typewrite or print in block letters)

Address _________________________________________________________

        Signature _______________________________________________

                                ________________

                                 ASSIGNMENT FORM

      FOR VALUE RECEIVED, ________________________________ hereby sells, assigns
and transfers unto

Name ____________________________________________________________

                  (Please typewrite or print in block letters)

Address _________________________________________________________

the right to purchase Common Stock represented by this Warrant to the extent of
_______ shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint ________________ Attorney, to transfer the same on the
books of the Company with full power of substitution in the premises.

Date ______________, 20__

Signature __________________________