Exhibit
      10.1

    


     

    CHARTER
      FOR THE AUDIT COMMITTEE

    OF
      THE BOARD OF DIRECTORS

    OF

    PATIENTS
      & PHYSICIANS, INC.

     

    Adopted
      July 31, 2006

    


    
      	
              I.

            	
              PURPOSE

            


    

    


    The
      primary function of the Audit Committee (the “Committee”) is to represent the
      Board of Directors (the “Board”) of Patients & Physicians, Inc. and its
      subsidiaries (the “Company”), in fulfilling its oversight responsibilities
      by:

    


    
      	 	
              1.

            	
              Reviewing
                the financial reports and other financial related information released
                by
                the Company to the public, or in certain circumstances, governmental
                bodies.

            


    

    


    
      	 	
              2.

            	
              Reviewing
                the Company's system of internal controls regarding finance, accounting,
                business conduct and ethics and legal compliance that management
                and the
                Board have established.

            


    

    


    
      	 	
              3.

            	
              Reviewing
                the Company's accounting and financial reporting
                processes.

            


    

    


    
      	 	
              4.

            	
              Reviewing
                and appraising with management the performance of the Company's
                independent auditors.

            


    

    


    
      	 	
              5.

            	
              Providing
                an open avenue of communication between the independent auditors
                and the
                Board.

            


    

    


    
      	
              II.

            	
              COMPOSITION

            


    

    


    The
      Committee shall be comprised of at least three members. Each Committee member
      shall be appointed by the majority of the Board, and unless otherwise
      agreed upon by a majority of the Board, be independent directors and free
      from any relationship that, in the opinion of the Board, would interfere with
      the exercise of his or her independent judgment as a member of the Committee.
      For purposes hereof, the term “independent” shall be based on the independence
      requirements of the Nasdaq Stock Market.

    


    All
      members of the Committee shall have a working familiarity with basic finance
      and
      accounting practices, and at least one member of the Committee shall have
      financial management expertise as determined by the Board. In addition, unless
      otherwise agreed upon by a majority of the Board, at least one member of
      the Committee shall be designated an “audit committee financial expert,” as
      determined by the Board in accordance with the applicable rules of the
      Securities and Exchange Commission. 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    The
      members of the Committee shall be elected or reappointed by the Board annually
      for a one year term. A Chairperson shall be appointed by the Board.

     

    
      	
              III.

            	
              MEETINGS

            


    

    


    The
      Committee will meet at least three times annually and be available to meet
      more
      frequently as circumstances dictate. Scheduled meetings of the Committee are
      (a)
      to review and approve the scope of the annual audit to be performed by the
      Company's independent auditors and (b) to review and discuss the results of
      the
      audit and the Company's 10-K report, prior to its filing. Incidental to any
      of
      these regularly scheduled meetings, the Committee should meet, if necessary,
      with management and the independent auditors in separate executive sessions
      to
      discuss any matters that the Committee and each of these groups believe should
      be discussed privately.

    


    
      	
              IV.

            	
              RESPONSIBILITIES
                AND DUTIES

            


    

    


    To
      fulfill its responsibilities and duties the Committee shall:

    


    Documents/Reports
      Review

    


    
      	 	
              1.

            	
              Review
                and reassess the adequacy of this Charter on an annual basis or as
                conditions dictate.

            


    

    


    
      	 	
              2.

            	
              Review
                and approve the Company's Business Conduct
                policies.

            


    

    


    
      	 	
              3.

            	
              Discuss
                with management and the independent auditors, the annual audited
                financial
                statements and other reports and financial and related information
                released to the public, or in certain circumstances governmental
                bodies,
                including any certification, report, opinion or review rendered by
                the
                independent auditors.

            


    

    


    
      	 	
              4.

            	
              Discuss
                with management and the independent auditors, as necessary, the quarterly
                financial information. The Chairperson of the Committee may represent
                the
                entire Committee for purposes of this
                review.

            


    

    


    
      	 	
              5.

            	
              Review
                with independent auditors the recommendations included in their management
                letter, if any, and their informal observations regarding the adequacy
                of
                overall financial and accounting procedures of the Company. On the
                basis
                of this review, make recommendations to senior management for any
                changes
                that seem appropriate.

            


    

    


    
      	 	
              6.

            	
              Prepare
                the minutes of each meeting, distribute the minutes to all members
                of the
                Committee and provide periodic summary reports to the Board. The
                permanent
                file of the minutes will be maintained by the Secretary of the
                Company.

            


    

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    Independent
      Auditors

    


    
      	 	
              1.

            	
              Select,
                evaluate, and if appropriate, terminate or replace the independent
                auditors. On an annual basis, the Committee will review and discuss
                with
                the auditors all significant relationships, including non-audit services
                proposed or performed, the auditors have with the Company to determine
                the
                auditors' independence. The independent auditors are accountable
                to the
                Committee and to the Board.

            


    

    


    
      	 	
              2.

            	
              The
                Committee shall approve the audit engagement and fees related thereto
                and
                pre-approve any other services and fees related thereto to be provided
                by
                the independent auditors.

            


    

    


    
      	 	
              3.

            	
              Annually
                consult with the independent auditors out of the presence of management
                about internal controls and the fullness and accuracy of the Company's
                financial statements.

            


    

    


    Financial
      Reporting Process

    


    
      	 	
              1.

            	
              In
                consultation with the independent auditors, review the integrity
                of the
                Company's financial reporting process, both internal and
                external.

            


    

    


    
      	 	
              2.

            	
              Review
                and consider the independent auditors' judgments about the appropriateness
                of the Company's accounting principles as applied in its financial
                reporting.

            


    

    


    
      	 	
              3.

            	
              Review
                and consider major changes to the Company's accounting principles
                and
                practices as proposed by management or the independent
                auditors.

            


    

    


    Process
      Improvement

    


    
      	 	
              1.

            	
              Establish
                regular reporting to the Committee by management and the independent
                auditors regarding any principal/critical risks, emerging or developing
                issues and significant judgments made or to be made in management's
                preparation of the financial
                statements.

            


    

    


    
      	 	
              2.

            	
              Following
                completion of the annual audit, review separately with management
                and the
                independent auditors any significant difficulties encountered during
                the
                course of the audit, including any restrictions on the scope of work
                or
                access to required information.

            


    

    


    
      	 	
              3.

            	
              Review
                any significant disagreement among management and the independent
                auditors
                in connection with the preparation of the financial
                statements.

            


    

    


    
      	 	
              4.

            	
              Review
                with the independent auditors and management the extent to which
                changes
                or improvements in financial or accounting practices, as approved
                by the
                Committee, have been implemented.

            


    

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    


    


    Ethical
      and Legal Compliance

    


    
      	 	
              1.

            	
              Establish
                procedures for reviewing and handling complaints or concerns received
                by
                the Company regarding accounting, internal accounting controls, or
                auditing matters, including enabling employees to submit concerns
                confidentially and anonymously, and review management’s disclosure of any
                frauds that involve management or other employees who have a significant
                role in internal control.

            


    

    


    
      	 	
              2.

            	
              Review
                the Company's operations and determine whether management has established
                and maintains effective programs and processes to ensure compliance
                with
                its Business Conduct policies.

            


    

    


    
      	 	
              3.

            	
              Review
                management's programs and processes for risk management and protection
                of
                the Company's assets and business.

            


    

    


    
      	 	
              4.

            	
              Review
                management's monitoring of the Company's compliance with the above
                programs to ensure that management has the proper review system in
                place
                to ensure that the Company's financial statements, reports and other
                financial information disseminated to governmental organizations
                and the
                public satisfy legal requirements.

            


    

    


    
      	 	
              5.

            	
              Review,
                with the Company's counsel, legal compliance matters, including corporate
                securities trading policies.

            


    

    


    
      	 	
              6.

            	
              Review,
                with the Company's counsel, any legal matter that could have a significant
                impact on the Company's financial
                statements.

            


    

    


    
      	 	
              7.

            	
              Perform
                any other activities consistent with this Charter, the Company's
                By-laws
                and government law, as the Committee or the Board deems necessary
                or
                appropriate.

            


    

    


    Outside
      Advisors

    


    The
      Committee shall have the authority to retain such outside counsel, accountants,
      experts and other advisors as it determines appropriate to assist it in the
      performance of its functions and shall receive appropriate funding, as
      determined by the Committee, from the Company for payment of compensation to
      any
      such outside counsel, accountants, experts or advisors.

    
      
         

      

      
        4