AMERICAN CARESOURCE HOLDINGS, INC.

                             2005 STOCK OPTION PLAN

Section 1. Purpose

            The purpose of the American Caresource Holdings, Inc. 2005 Stock
Option Plan (the "Plan") is to enable American Caresource Holdings, Inc. (the
"Company") to attract, retain, motivate and provide additional incentive to its
directors, officers, employees, consultants and advisors, whose contributions
are essential to the growth and success of the Company, by enabling them to
participate in the long-term growth of the Company through stock ownership.

Section 2. Definitions

            As used in the Plan:

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and the regulations promulgated thereunder.

            "Board" means the Board of Directors of the Company.

            "Cause" means the termination of a Participant's employment,
consulting or advisory relationship with the Company or the termination of a
Participant's membership on the Board because of the occurrence of any of the
following events:

                  (i) the Participant materially breaches any of his obligations
            as a key employee, consultant, advisor or director of the Company;

                  (ii) the Participant conducts his duties with respect to the
            Company in a manner that is improper or negligent; or

                  (iii) the Participant fails to perform his obligations
            faithfully as provided in any employment or consulting agreement
            executed between the Company and the Participant, engages in
            habitual drunkenness, drug abuse, or commits a felony, fraud or
            willful misconduct which has resulted, or is likely to result, in
            material damage to the Company, or as the Board in its sole
            discretion may determine.

            "Committee" means the Compensation Committee of the Board (or any
successor committee of the Board) responsible for making recommendations to the
Board (or for exercising authority delegated to it by the Board pursuant to
Section 3 of the Plan, if any) with respect to the grant and terms of Options
under the Plan; provided, however, that (i) with respect to Options to any
employees who are officers of the Company or members of the Board for purposes

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of Section 16 of the Exchange Act, Committee means all of the members of the
Compensation Committee who are "non-employee directors" within the meaning of
Rule 16b-3 adopted under the Exchange Act, or any successor rule (ii) with
respect to Options to any employees who are officers of the Company or members
of the Board for purposes of Section 16 and who are intended to satisfy the
requirements for "performance based compensation" within the meaning of Section
162(m)(4)(C) of the Code, the regulations promulgated thereunder, and any
successors thereto, Committee means all of the members of the Compensation
Committee who are "outside directors" within the meaning of Section 162(m) of
the Code, and (iii) with respect to all Options, the Committee shall be
comprised of "independent" directors.

            "Company" means American Caresource Holdings, Inc., a Delaware
corporation, and any present or future parent or subsidiary corporations (as
defined in Section 424 of the Code) or any successor to such corporations.

            "Common Stock" or "Stock" means the common stock, $0.01 par value
per share, of the Company.

            "Disability" means permanent and total disability as defined in
Section 22(e)(3) of the Code.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            "Fair Market Value" means, with respect to Common Stock, shall be
determined as follows:

                  (i)   If the Common Stock is at the time listed on any stock
                        exchange or the Nasdaq National Market or the Nasdaq
                        SmallCap Market, then the Fair Market Value shall be the
                        closing selling price per share of Common Stock on the
                        date in question on the stock exchange or the Nasdaq
                        Market determined by the Board to be the primary market
                        for the Common Stock, as such price is officially
                        reported on such exchange or market. If there is no
                        closing selling price for the Common Stock on the date
                        in question, then the Fair Market Value shall be the
                        closing selling price on the last preceding date for
                        which such quotation exists.

                  (ii)  If the Common Stock is at the time traded on the OTC
                        Bulletin Board ("OTCBB"), then the Fair Market Value
                        shall be the closing selling price per share of Common
                        Stock on the date in question, as such price is quoted
                        on the OTCBB or any successor system. If there is no
                        closing selling price for the Common Stock on the date
                        in question, then the Fair Market Value shall be the
                        closing selling price on the last preceding date for
                        which such quotation exists.


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                  (iii) If the Common Stock is not listed or traded on any stock
                        exchange or Nasdaq System or the OTCBB, the Fair Market
                        Value shall be determined by the Board in good faith and
                        in the manner established by the Board from time to time
                        using a reasonable valuation method.

            "Incentive Stock Option" means an option to purchase shares of
Common Stock awarded to a Participant under the Plan which is intended to meet
the requirements of Section 422 of the Code or any successor provision.

            "Non-Employee Director" means a member of the Board who is not an
employee of the Company.

            "Non-Qualified Stock Option" means an option to purchase shares of
Common Stock granted to a Participant under the Plan which is not intended to be
an Incentive Stock Option.

            "Option" means an Incentive Stock Option or a Non-Qualified Stock
Option.

            "Participant" means an eligible person selected by the Board to
receive an Option under the Plan.

            "Plan" means the American Caresource Holdings, Inc. 2005 Stock
Option Plan.

            "Retirement" means termination of employment in accordance with the
retirement provisions of any retirement plan maintained by the Company.

Section 3. Administration

            (a) The Plan shall be administered by the Board. Among other things,
the Board shall have authority, subject to the terms of the Plan including,
without limitation, the provisions governing participation in the Plan, to grant
Options, to determine the individuals to whom and the time or times at which
Options may be granted and to determine the terms and conditions of any Option
granted hereunder. Subject to paragraph (d) of this Section 3, the Board may
solicit the recommendations of the Committee with respect to any of the
foregoing, but shall not be bound to follow any such recommendations.

            (b) Subject to the provisions of this Plan, the Board shall have
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing the operation of the Plan as it shall from time to time
consider advisable, to interpret the provisions of the Plan and any Option and
to decide all disputes arising in connection with the Plan. The Board's decision
and interpretations shall be final and binding. Any action of the Board with
respect to the administration of the Plan shall be taken pursuant to a majority
vote or by the unanimous written consent of its members.


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            (c) The Board may employ such legal counsel, consultants and agents
as it may deem desirable for the administration of the Plan and may rely upon
any opinion received from any such counsel or consultant and any computation
received from any such consultant or agent. The Board shall keep minutes of its
actions under the Plan.

            (d) The Board shall have the authority to delegate all or any
portion of the authority granted to it (consistent with applicable law) under
this Section 3 or elsewhere under the Plan to the Committee. If such authority
is so delegated by Board, the Committee shall have such rights and authority to
make determinations and administer the Plan as are specified in the delegation
of authority. To the extent that the Board delegates its authority as provided
by this Section 3(d), all references in the Plan to the Board's authority to
grant Options and make determinations with respect thereto shall be deemed to
include the Committee.

Section 4. Eligibility

            All key employees, consultants and advisors of the Company who are
from time to time responsible for the management, growth and protection of the
business of the Company, and all directors of the Company, shall be eligible to
participate in the Plan. The Participants under the Plan shall be selected from
time to time by the Board, in its sole discretion, from among those eligible,
and the Board shall determine in its sole discretion the numbers of shares to be
covered by the Option or Options granted to each Participant. Options intended
to qualify as Incentive Stock Options shall be granted only to key employees
while actually employed by the Company. Non-Employee Directors, consultants and
advisors shall not be entitled to receive Incentive Stock Options under the
Plan.

Section 5. Shares of Stock Available for Options

            (a) Options may be granted under the Plan for up to 2,249,329(1)
shares of Common Stock. If any Option in respect of shares of Common Stock
expires or is terminated before exercise or is forfeited for any reason, without
a payment in the form of Common Stock being granted to the Participant, the
shares of Common Stock subject to such Option, to the extent of such expiration,
termination or forfeiture, shall again be available for grant under the Plan.
Shares of Common Stock issued under the Plan may consist in whole or in part of
authorized and unissued shares, shares purchased in the open market or
otherwise, treasury shares, or any combination thereof, as the Board may from
time to time determine.

            (b) In the event that the Board determines, in its sole discretion,
that any stock dividend, extraordinary cash dividend, creation of a class of
equity securities, recapitalization, reclassification, reorganization, merger,
consolidation, stock split, spin-off, combination, exchange of shares, warrants
or rights offering to purchase Common Stock at a price substantially below Fair
Market Value, or other similar transaction affects the Common Stock such that an
adjustment is required in order to preserve the benefits or potential benefits
intended to be granted under the Plan to Participants, the Board shall have the
right to adjust equitably any or all of (i) the number of shares of Common Stock
in respect of which Options may be granted under the Plan to Participants, (ii)
the number and kind of shares subject to outstanding Options held by
Participants, and (iii) the exercise price with respect to any Options held by
Participants, and if considered appropriate, the Board may make provision for a
cash payment with respect to any outstanding Options held by a Participant,
provided that the number of shares subject to any Option shall always be a whole
number.

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(1) The number of shares reflect the November 14, 2005 stock split.


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Section 6. Incentive Stock Options

            (a) Subject to Federal statutes then applicable and the provisions
of the Plan, the Board may grant Incentive Stock Options and determine the
number of shares to be covered by each such Option, the option price therefor,
the term of such Option, the vesting schedule of such Option, and the other
conditions and limitations applicable to the exercise of the Option. The terms
and conditions of Incentive Stock Options shall be subject to and shall comply
with Section 422 of the Code, or any successor provision, and any regulations
thereunder. Anything in the Plan to the contrary notwithstanding, no term of the
Plan relating to Incentive Stock Options shall be interpreted, amended or
altered, nor shall any discretion or authority granted to the Board under the
Plan be so exercised, so as to disqualify, without the consent of the
Participant, any Incentive Stock Option granted under the Plan pursuant to
Section 422 of the Code.

            (b) The option price per share of Common Stock purchasable under an
Incentive Stock Option shall not be less than 100% of the Fair Market Value of
the Common Stock on the date of grant. If the Participant owns or is deemed to
own (by reason of the attribution rules applicable under Section 424(d) of the
Code) more than 10% of the combined voting power of all classes of stock of the
Company or any subsidiary or parent corporation of the Company and an Incentive
Stock Option is granted to such Participant, the option price shall be not less
than 110% of Fair Market Value of the Common Stock on the date of grant.

            (c) No Incentive Stock Option shall be exercisable more than ten
(10) years after the date such option is granted. If a Participant owns or is
deemed to own (by reason of the attribution rules of Section 424(d) of the Code)
more than 10% of the total combined voting power of all classes of stock of the
Company or any subsidiary or parent corporation of the Company and an Incentive
Stock Option is granted to such Participant, such Option shall not be
exercisable after the expiration of five (5) years from the date of grant.

            (d) Unless otherwise determined by the Board at the time of grant,
in the event a Participant's employment terminates by reason of Retirement or
Disability, any Incentive Stock Option granted to such Participant which is then
outstanding may be exercised at any time prior to the expiration of the term of
such Incentive Stock Option or within three (3) months in the case of Retirement
and twelve (12) months in case of Disability (or such shorter period as the
Board shall determine at the time of grant) following the Participant's
termination of employment, whichever period is shorter.

            (e) Unless otherwise determined by the Board at the time of grant,
in the event a Participant's employment is terminated by reason of death, any
Incentive Stock Option granted to such Participant which is then outstanding may
be exercised by the Participant's legal representative at any time prior to the
expiration date of the term of the Incentive Stock Option or within twelve (12)
months (or such shorter period as the Board shall determine at the time of
grant) following the Participant's termination of employment, whichever period
is shorter.


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            (f) Unless otherwise determined by the Board at or after the time of
grant, in the event a Participant's employment shall terminate for Cause, any
Incentive Stock Option granted to such Participant which is then outstanding
shall be canceled and shall terminate.

            (g) Unless otherwise determined by the Board at or after the time of
grant, in the event the a Participant's employment shall terminate for any
reason other than death, Disability, Retirement or Cause, any Incentive Stock
Option granted to such Participant which is then outstanding may be exercised at
any time prior to the expiration of the term of such option or within three (3)
months (or such shorter period as the Board shall determine at the time of
grant) following Participant's termination of employment, whichever period is
shorter.

            (h) The aggregate Fair Market Value of Common Shares first becoming
subject to exercise as an Incentive Stock Option by a Participant who is an
employee during any given calendar year shall not exceed the sum of One Hundred
Thousand Dollars ($100,000.00). Such aggregate Fair Market Value shall be
determined as of the date such Option is granted.

Section 7. Non-Qualified Stock Options

            (a) Subject to the provisions of the Plan, the Board may grant
Non-Qualified Stock Options and determine the number of shares to be covered by
each such Option, the option price therefor, the term of such Option, the
vesting schedule and the other conditions and limitations applicable to the
exercise of the Non-Qualified Stock Options.

            (b) The option price per share of Common Stock purchasable under a
Non-Qualified Stock Option shall be the price determined by the Board, which may
be less than, equal to or greater than the Fair Market Value of the Common Stock
on the date of grant.

            (c) No Non-Qualified Stock Option shall be exercisable more than ten
(10) years after the date such option is granted.

            (d) Unless otherwise determined by the Board at the time of grant,
in the event a Participant's employment, consulting or advisory relationship or
membership on the Board terminates by reason of Retirement or Disability, any
Non-Qualified Stock Option granted to such Participant which is then outstanding
may be exercised at any time prior to the expiration of the term of such
Non-Qualified Stock Option or within three (3) months in the case of Retirement
and twelve (12) months in case of Disability (or such shorter period as the
Board shall determine at the time of grant) following the Participant's
termination of employment, whichever period is shorter.

            (e) Unless otherwise determined by the Board at the time of grant,
in the event a Participant's employment, consulting or advisory relationship or
membership on the Board is terminated by reason of death, any Non-Qualified
Stock Option granted to such Participant which is then outstanding may be
exercised by the Participant's legal representative at any time prior to the
expiration date of the term of the Non-Qualified Stock Option or within twelve
(12) months (or such shorter period as the Board shall determine at the time of
grant) following the Participant's termination of employment, whichever period
is shorter.


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            (f) Unless otherwise determined by the Board at or after the time of
grant, in the event a Participant's employment, consulting or advisory
relationship or membership on the Board shall terminate for Cause, any
Non-Qualified Stock Option granted to such Participant which is then outstanding
shall be canceled and shall terminate.

            (g) Unless otherwise determined by the Board at or after the time of
grant, in the event a Participant's employment, consulting or advisory
relationship or membership on the Board shall terminate for any reason other
than death, Disability, Retirement or Cause, any Non-Qualified Stock Option
granted to such Participant which is then outstanding may be exercised at any
time prior to the expiration of the term of such Option or within three (3)
months (or such shorter period as the Board shall determine at the time of
grant) following Participant's termination, whichever period is shorter.

Section 8. General Provisions Applicable to Options

            (a) Each Option under the Plan shall be evidenced by a writing
delivered to the Participant specifying the terms and conditions thereof and
containing such other terms and conditions not inconsistent with the provisions
of the Plan as the Board considers necessary or advisable to achieve the
purposes of the Plan or comply with applicable tax and regulatory laws and
accounting principles.

            (b) Each Option may be granted alone, in addition to or in relation
to any other Option. The terms of each Option need not be identical, and the
Board need not treat Participants uniformly. Except as otherwise provided by the
Plan or a particular Option, any determination with respect to an Option may be
made by the Board at the time of grant or at any time thereafter.

            (c) The Board shall determine whether Options to Participants are
settled in whole or in part in cash, Common Stock, other securities of the
Company, or other property, and may, in its discretion, permit "cashless
exercises" pursuant to such procedures as may be established by the Board.

            (d) No shares shall be delivered pursuant to any exercise of an
Option until payment in full of the option price therefor is received by the
Company. Such payment may be made in whole or in part in cash or by certified or
bank check or, to the extent permitted by the Board at or after the grant of the
Option, by delivery of shares of Common Stock owned by the Participant valued at
their Fair Market Value on the date of delivery, or such other lawful
consideration as the Board may in its sole discretion determine.

            (e) No Option shall be transferable by the Participant otherwise
than by will or by the laws of descent and distribution, and all Options shall
be exercisable during the Participant's lifetime only by the Participant or the
Participant's duly appointed guardian or personal representative.


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            (f) The Board may at any time accelerate the exercisability of all
or any portion of any Option.

            (g) The Participant shall pay to the Company, or make provision
satisfactory to the Board for payment of, any taxes required by law to be
withheld in respect of Options under the Plan no later than the date of the
event creating the tax liability. In the Board's sole discretion, a Participant
may elect to have such tax obligations paid, in whole or in part, in shares of
Common Stock, including shares retained from the Option creating the tax
obligation. For withholding tax purposes, the value of the shares of Common
Stock shall be the Fair Market Value on the date the withholding obligation is
incurred. The Company may, to the extent permitted by law, deduct any such tax
obligations from any payment of any kind otherwise due to the Participant.

            (h) For purposes of the Plan, the following events shall not be
deemed a termination of employment of a Participant:

                  (i) a transfer to the employment of the Company from a
            subsidiary or from the Company to a subsidiary, or from one
            subsidiary to another, or

                  (ii) an approved leave of absence for military service or
            sickness, or for any other purpose approved by the Company, if the
            Participant's right to reemployment is guaranteed either by a
            statute or by contract or under the policy pursuant to which the
            leave of absence was granted or if the Board otherwise so provides
            in writing.

            For purposes of the Plan, employees of a subsidiary of the Company
shall be deemed to have terminated their employment on the date on which such
subsidiary ceases to be a subsidiary of the Company.

            (i) The Board may amend, modify or terminate any outstanding Option
held by a Participant, including substituting therefor another Option of the
same or a different type, changing the date of exercise or realization, and
converting an Incentive Stock Option to a Non-Qualified Stock Option, provided
that the Participant's consent to each action shall be required unless the Board
determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.

Section 9. Miscellaneous

            (a) No person shall have any claim or right to be granted an Option,
and the grant of an Option shall not be construed as giving a Participant the
right to continued employment. The Company expressly reserves the right at any
time to dismiss a Participant free from any liability or claim under the Plan,
except as expressly provided in the applicable Option.


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            (b) Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements for its employees.

            (c) Subject to the provisions of the applicable Option, no
Participant shall have any rights as a shareholder with respect to any shares of
Common Stock to be distributed under the Plan until he or she becomes the holder
thereof.

            (d) Notwithstanding anything to the contrary expressed in this Plan,
any provisions hereof that vary from or conflict with any applicable Federal or
State securities laws (including any regulations promulgated thereunder) shall
be deemed to be modified to conform to and comply with such laws.

            (e) No member of the Board shall be liable for any action or
determination taken or granted in good faith with respect to this Plan nor shall
any member of the Board be liable for any agreement issued pursuant to this Plan
or any grants under it. Each member of the Board shall be indemnified by the
Company against any losses incurred in such administration of the Plan, unless
his action constitutes willful misconduct.

            (f) The Plan shall be effective as of February 1, 2005.

            (g) The Board may amend, suspend or terminate the Plan or any
portion thereof at any time, provided that no amendment shall be granted without
shareholder approval if such approval is necessary to comply with any applicable
tax laws or regulatory requirement.

            (h) Options may not be granted under the Plan after February 1,
2015, but then-outstanding Options may exercised in accordance with their terms
after such date.

            (i) To the extent that State laws shall not have been preempted by
any laws of the United States, the Plan shall be construed, regulated,
interpreted and administered according to the other laws of the State of
Delaware.

            (j) Options may be granted to employees of the Company who are
foreign nationals or employed outside the United States, or both, on such terms
and conditions different from those specified in the Plan as may, in the
judgment of the Board, be necessary or desirable in order to recognize
differences in local law or tax policy. The Board may also impose conditions on
the exercise or vesting of Options in order to minimize the Company's obligation
with respect to tax equalization for employees on assignments outside their home
country.


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