EXHIBIT 10.20


THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER, SALE OR OTHER
DISPOSITION OF THESE SECURITIES MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH
RESPECT TO THESE SECURITIES HAS BECOME EFFECTIVE UNDER SAID ACT, AND SUCH
REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF
ANY STATE HAS BECOME EFFECTIVE, OR THE COMPANY HAS BEEN FURNISHED WITH AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY (WHICH IN THE CASE OF ANY
FINANCIAL INSTITUTIONAL HOLDER HEREOF MAY BE ITS INTERNAL COUNSEL) THAT SUCH
REGISTRATION IS NOT REQUIRED.

PPN: 68627W 11 7                                              1,421,629 Warrants

                        COMMON STOCK WARRANT CERTIFICATE

          To subscribe for and purchase shares of Class A Common Stock,
                              par value $0.001, of

                             ORION HEALTHCORP, INC.

         THIS CERTIFIES that, for valued received, Phoenix Life Insurance
Company, or its registered successors and assigns, is the owner of the number of
warrants (the "Warrants") set forth above, each to purchase from Orion
HealthCorp, Inc., a Delaware corporation (herein called the "Company"), at any
time but in any event no later than 5:00 p.m., New York City local time on
November 30, 2011 (the "Expiration Date"), one share of Class A Common Stock,
par value $0.001 per share, of the Company at an initial exercise price of
$0.01, subject to adjustment from time to time pursuant to the provisions of
Section 2. The Warrants evidenced by the Warrant Certificate may be exercised,
if at all, only in whole and not in part. For purposes of this Warrant
Certificate, the term "Common Shares" shall mean the class of capital stock of
the Company designated Class A Common Stock, par value $0.001 per share,
pursuant to the Company's Second Amended and Restated Certificate of
Incorporation, as from time to time in effect, and any other class of capital
stock of the Company resulting from successive changes or reclassification of
the Class A Common Stock.

         1.    Exercise of Warrants.

               (a)   The Warrants evidenced hereby may be exercised at any time
         through the Expiration Date by the registered holder hereof, in whole
         but not in part, by the surrender of this Warrant Certificate, duly
         endorsed (unless endorsement is waived by the Company), at the
         principal office of the Company (or at such other office or agency of
         the Company as it may designate by notice in writing to the registered
         holder hereof at such holder's last address appearing on the books of
         the Company) and upon payment of the aggregate Exercise Price (as
         defined below) of the Common Shares purchased. The certificate(s) for
         such Common Shares shall be delivered to the registered holder hereof
         within a reasonable time, not exceeding three (3) business days, after
         Warrants evidenced hereby shall have been so exercised. No fractional
         Common Shares of the Company, or scrips for any such fractional shares,
         shall be issued upon the exercise of any Warrants; but the holder


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         hereof shall be entitled to cash equal to such fraction multiplied by
         the then Current Market Value (as defined below) of a Common Share.
         Each person in whose name any certificate for Common Shares is issued
         upon the exercise of the Warrants shall for all purposes be deemed to
         have become the holder of record of the Common Shares represented
         thereby on, and such certificate shall be dated, the date upon which
         this Certificate evidencing such Warrants was duly surrendered to the
         Company and payment in full of the Exercise Price was made.

               (b)   In the event the Current Market Value of a Common Share
         exceeds the Exercise Price on the business day immediately prior to the
         exercise of the Warrants, the Holder may, at its option, exercise the
         Warrants held by such holder, without the payment of the Exercise Price
         or any additional consideration, for a number of Common Shares
         determined by dividing (i) the result of the difference between such
         Current Market Value and the Exercise Price times the number of Common
         Shares into which the Warrants held by such Holder are exercisable by
         (ii) such Current Market Value.

               (c)   For the purpose of any computation of Current Market Value
         under this Warrant, the Current Market Value per Common Share at any
         date shall be (x) the closing price on the business day immediately
         prior to the exercise of the Warrants pursuant to Section 1(b) and (y)
         in all other cases, the average of the daily closing prices for the 20
         consecutive trading days ending on the last full trading day on the
         exchange or market specified in the second succeeding sentence prior to
         the Time of Determination. The term "Time of Determination" as used
         herein shall be the time and date of the earlier to occur of (A) the
         date as of which the Current Market Value is to be computed and (B) the
         last full trading day on such exchange or market before the
         commencement of "ex-dividend" trading in the Common Stock relating to
         the event giving rise to the adjustment required by Section 2. The
         closing price for any day shall be the last reported sale price regular
         way or, in case no such reported sale takes place on such day, the
         average of the closing bid and asked prices regular way for such day,
         in each case (1) on the principal national securities exchange on which
         the Common Shares are listed or to which such shares are admitted to
         trading or (2) if the Common Shares are not listed or admitted to
         trading on a national securities exchange, in the over-the-counter
         market as reported by NASDAQ or any comparable system or (3) if the
         Common Shares are not listed on NASDAQ or a comparable system, as
         furnished by two members of the NASD selected from time to time in good
         faith by the Board of Directors of the Company for that purpose. In the
         absence of all of the foregoing, or if for any other reason the Current
         Market Value per share cannot be determined pursuant to the foregoing
         provisions of this Section 1(c), the Current Market Value per share
         shall be the fair market value thereof as determined in good faith by
         the Board of Directors of the Company.

         2.    Adjustment in Exercise Price and Number of Shares. The initial
exercise price of $0.01 per share shall be subject to adjustment from time to
time as hereinafter provided (such price, as last adjusted, being herein called
the "Exercise Price"). Upon each adjustment of the Exercise Price, the holder of
this Warrant Certificate shall thereafter be entitled to purchase at the
Exercise Price resulting from such adjustment, the number of shares obtained by
dividing (i) the product of (A) the number of shares purchasable pursuant hereto
immediately prior to such adjustment and (B) the Exercise Price immediately
preceding such adjustment by (ii) the Exercise Price resulting from such
adjustment.


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<PAGE>

               (a)   Subdivision or Combination of Stock. If and whenever the
         Company shall at any time subdivide its outstanding Common Shares into
         a greater number of shares, the Exercise Price in effect immediately
         prior to such subdivision shall be proportionately reduced, and
         conversely, in case the outstanding Common Shares of the Company shall
         be combined into a smaller number of shares, the Exercise Price in
         effect immediately prior to such combination shall be proportionately
         increased.

               (b)   Stock Dividends. If and whenever at any time the Company
         shall declare a dividend or make any other distribution upon any class
         or series of stock of the Company payable in Common Shares, the
         Exercise Price in effect immediately prior to such dividend or
         distribution shall be proportionately reduced as if such dividend or
         distribution had been made by way of a subdivision pursuant to Section
         2(a) above.

               (c)   Reorganization, Reclassification, Consolidation, Merger. If
         any capital reorganization, reclassification of the capital stock of
         the Company, consolidation or merger of the Company with another
         corporation, or sale, transfer or other disposition of all or
         substantially all of the Company's properties to another corporation
         shall be effected, then, lawful and adequate provision shall be made
         whereby each holder of Warrants shall thereafter have the right to
         purchase and receive upon the basis and upon the terms and conditions
         herein specified and in lieu of the Common Shares immediately
         theretofore issuable upon exercise of the Warrants, such shares of
         stock, securities or properties (including cash paid as partial
         consideration) (collectively, the "Substitute Securities") as may be
         issuable or payable with respect to or in exchange for a number of
         outstanding Common Shares equal to the number of Common Shares issuable
         upon exercise of the Warrants immediately prior to such reorganization,
         reclassification, consolidation, merger, sale, transfer or other
         disposition, and in any such case, appropriate provision shall be made
         with respect to the rights and interests of each holder of Warrants to
         the end that the provisions hereof shall thereafter be applicable, as
         nearly equivalent as may be practicable in relation to any Substitute
         Securities thereafter deliverable upon the exercise thereof. The above
         provisions of this Section 2(c) shall similarly apply to successive
         reorganizations, reclassification, consolidations, mergers, sales,
         transfers or dispositions.

               (d)   Additional Common Shares. In the event that the Company
         shall issue or sell Additional Common Shares or Rights (excluding
         Excluded Securities) at a Consideration Per Share lower than the
         Reference Price, then the Exercise Price in effect immediately after
         such event shall be adjusted by multiplying the Exercise Price in
         effect immediately prior to such event by the quotient of:

                     (i)   the sum of:

                           (A)   the number of Common Shares outstanding
                     immediately prior to such event (calculated on a fully
                     diluted basis taking into account all outstanding Rights);
                     plus


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<PAGE>

                           (B)   the quotient of (I) the Aggregate Consideration
                     Receivable in respect of such event, divided by (II) the
                     Reference Price;

                     divided by

                     (ii)  the sum of:

                           (A)   the number of Common Shares outstanding
                     immediately prior to such event (calculated on a fully
                     diluted basis taking into account all outstanding Rights);
                     plus

                           (B)   the number of Additional Common Shares issued
                     or sold in such event (or then issuable pursuant to Rights
                     issued or sold in such event).

         "Additional Common Shares" means any Common Shares issued or sold by
         the Company after the date hereof.

         "Aggregate Consideration Receivable" means, in the case of a sale of
         Additional Common Shares, the aggregate amount paid to the Company in
         connection therewith and, in the case of an issuance or sale of Rights,
         or any amendment thereto, the sum of: (i) the aggregate amount paid to
         the Company for such Rights; plus (ii) the aggregate consideration or
         premiums stated in such Rights payable for Additional Common Shares
         covered thereby; in each case without deduction for any fees, expenses
         or underwriters' discounts.

         "Consideration Per Share" shall mean, with respect to Common Shares or
         Rights, the quotient of (i) the Aggregate Consideration Receivable in
         respect of such Common Shares or such Rights; divided by (ii) the total
         number of such Common Shares or, in the case of Rights, the total
         number of Common Shares covered by such Rights.

         "Excluded Securities" shall mean and include: (i) Common Shares or
         Rights issued in any of the transactions described in this Section 2(d)
         in respect of which an adjustment has been made pursuant to this
         Section 2(d) and any Common Shares issued in respect of Rights for
         which an adjustment has been made under this Section 2(d) or in respect
         of which no adjustment was required at the time of the issuance of such
         Rights under this Section 2(d); (ii) Common Shares issuable upon
         exercise of the Warrants; (iii) Common Shares issuable upon exercise of
         any options or warrants granted, or Common Shares granted as restricted
         stock units, pursuant to the Company's 2004 Incentive Plan, the
         Company's 2001 Stock Option Plan or any other equity incentive plan
         approved by the Board of Directors, provided that in any case the
         aggregate number of Common Shares issuable in respect thereof shall not
         at any time exceed 10% of all Common Shares determined on a fully
         diluted basis taking into account all outstanding Rights; (iv) Common
         Shares issued pursuant to the conversion provisions existing as of the
         date hereof in respect of the Company's Class B Common Stock, par value
         $0.0001 per share, the Company's Class C Common Stock, par value
         $0.0001 per share, and the Company's Class D Common Stock, par value


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<PAGE>

         $0.0001 per share, in each case, to the extent, but only to the extent,
         that such shares of Class B Common Stock, Class C Common Stock and
         Class D Common Stock were outstanding as of the date hereof; (v) any
         Common Shares whose issuance has been otherwise adjusted pursuant to
         Sections 2(a), 2(b) or 2(c) above; (vi) any Common Shares or Rights
         issued pursuant to the PIK dividend provisions of the Company's Second
         Amended and Restated Certificate of Incorporation as in effect on the
         date hereof; (vii) any Common Shares or Rights issued as full or
         partial consideration for the acquisition by the Company (or any
         subsidiary thereof) of all or substantially all of the capital stock or
         assets of any third party; and (viii) any Common Shares or Rights
         issued by the Company to any lender in connection with the provision by
         such lender of financing to the Company, provided that the aggregate
         number of Common Shares issuable in respect thereof shall not at any
         time exceed 5% of all Common Shares determined on a fully diluted basis
         taking into account all outstanding Rights.

         "Reference Price" shall mean $0.20 per Common Share.

         "Right" shall mean and include: (i) any warrant or any option
         (including, without limitation, employee stock options) to acquire
         Common Shares; (ii) any right issued to holders of Common Shares
         permitting the holders thereof to subscribe for Additional Common
         Shares (pursuant to a rights offering or otherwise); (iii) any right to
         acquire Common Shares pursuant to the provisions of any security
         convertible or exchangeable into Common Shares; and (iv) any similar
         right permitting the holder thereof to subscribe for or purchase Common
         Shares.

         In the event that the Company shall issue and sell Common Shares or
         Rights for a consideration consisting, in whole or in part, of property
         (including, without limitation, a security) other than cash or its
         equivalent, then in determining the "Aggregate Consideration
         Receivable," the Board of Directors shall determine, in good faith and
         on a reasonable basis, the fair value of such property, and such
         determination, if so made, shall be binding upon the holder of this
         Warrant. Upon the expiration of any Rights, with respect to which an
         adjustment was required to be made pursuant to this Section 2(d),
         without the full exercise thereof, the Exercise Price and the number of
         Common Shares purchasable upon the exercise of each Warrant shall, upon
         such expiration, be readjusted and shall thereafter be the Exercise
         Price and the number of Common Shares, as would have been had, had they
         been originally adjusted (or had the original adjustment not been
         required, as the case may be) as if: the only Common Shares issuable
         under such Rights were the Common Shares, if any, actually issued or
         sold upon the exercise of such Rights; and such Common Shares, if any,
         were issued or sold for the consideration actually received by the
         Company upon such exercise plus the aggregate consideration, if any,
         actually received by the Company for the issuance, sale or grant of all
         of such Rights, whether or not exercised, provided that no such
         readjustment shall have the effect of increasing the Exercise Price by
         an amount in excess of the amount of the reduction initially made in
         respect of the issuance, sale, or grant of such Rights. If, with
         respect to any of the Rights with respect to which an adjustment was
         required to be made pursuant to this Section 2(d), there is an increase
         or decrease in the consideration payable to the Company in respect of
         the exercise thereof, or there is an increase or decrease in the number
         of Common Shares issuable upon the exercise thereof (by change of rate
         or otherwise), the Exercise Price computed upon the original issue and
         sale thereof, and any subsequent adjustments based thereon, shall, upon
         any such increase or decrease becoming effective, be recomputed to
         reflect such increase or decrease insofar as it affects such Rights
         which are outstanding at such time.


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<PAGE>

         3.    Company to Provide Stock. The Company covenants and agrees that
all the Common Shares which may be issued upon the exercise of the Warrants
evidenced hereby upon the due exercise, including the receipt by the Company of
the aggregate Exercise Price for all Warrants exercised, will be duly
authorized, validly issued and fully paid and nonassessable and free from all
taxes, liens and charges with respect to the issue thereof to the registered
holder hereof other than those which the Company shall promptly pay or
discharge. The Company further covenants and agrees that during the period
within which the Warrants evidenced hereby may be exercised, the Company will at
all times reserve such number of Common Shares as may be sufficient to permit
the exercise in full of the Warrants hereby.

         4.    Other Notices. If any time prior to the Expiration Date of the
Warrants evidenced hereby:

               (a)   The Company shall declare any dividend on the Common Shares
         payable in shares of capital stock of the Company other than Common
         Shares; or

               (b)   The Company shall issue any options, warrants or rights pro
         rata to all holders of Common Shares entitling them to subscribe for or
         purchase any shares of stock of the Company or to receive any other
         rights; or

               (c)   The Company shall distribute pro rata to all holders of
         Common Shares evidences of its indebtedness or assets (including cash
         distributions); or

               (d)   There shall occur any reclassification of the Common
         Shares, or any consolidation or merger of the Company with or into
         another corporation (other than a consolidation or merger in which the
         Company is the continuing corporation and which does not result in any
         reclassification of the Common Stock) or a sale or transfer to another
         corporation of all or substantially all of the properties of the
         Company; or

               (e)   There shall occur the voluntary or involuntary liquidation,
         dissolution or winding up of the affairs of the Company;

then, and in each of such cases, the Company shall mail to the registered holder
hereof at its last address appearing on the books of the Company, a reasonable
time (and, in any event, at least fifteen (15) business days) prior to the
applicable record date (or determination date) mentioned below, a notice
stating, to the extent such information is available, (i) the date on which a
record is to be taken for the purpose of such dividend, distribution or rights,
or, if a record is not to be taken, the date as of which the holders of Common
Shares of record to be entitled to such dividend, distribution or rights are to
be determined, or (ii) the date on which such liquidation, dissolution or
winding up is expected to become effective and the date as of which it is
expected that holders of Common Shares of record shall be entitled to exchange
their Common Shares for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution or winding up.


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<PAGE>

         5.    Replacement of Warrants. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant Certificate, and in the case of any such loss, theft or destruction
of this Warrant Certificate, on delivery of an indemnity agreement reasonably
satisfactory in form and substance to the Company (provided that an unsecured
agreement of indemnity from Phoenix Life Insurance Company shall be deemed
satisfactory) or, in the case of any such mutilation, on surrender and
cancellation of such Warrant Certificate, unless the Company has received notice
that any such Warrant Certificate has been acquired by a bona fide purchase, the
Company at its expense will execute and deliver, in lieu thereof, a new Warrant
Certificate of like tenor.

         6.    Registered Holder. The registered holder of this Warrant
Certificate shall be deemed the owner hereof and of the Warrants evidenced
hereby for all purposes. The registered holder of this Warrant Certificate shall
not be entitled by virtue of ownership of this Warrant Certificate to any rights
whatsoever as a stockholder of the Company.

         7.    Amendments and Waivers. Any provision in this Warrant Certificate
to the contrary notwithstanding, changes in or additions to this Warrant
Certificate may be made and compliance with any covenant or provision herein set
forth may be omitted or waived if the Company shall obtain consent thereto in
writing from the holder hereof.

         8.    Transfer.

               (a)   None of this Warrant Certificate and the Warrants evidenced
         hereby nor any Common Shares issued on exercise hereof may be sold,
         transferred, pledged, hypothecated or otherwise disposed of unless and
         until: (i) there is then in effect a registration statement under the
         Securities Act of 1933, as amended (the "Securities Act"), covering
         such proposed disposition and such disposition is made in accordance
         with such registration statement and all applicable state securities
         laws; or (ii) (A) the transferor shall have notified the Company of the
         proposed disposition and shall have furnished the Company with a
         statement of the circumstances surrounding the proposed disposition,
         and (B) if reasonably requested by the Company, such transferor shall
         have furnished the Company with an opinion of counsel, reasonably
         satisfactory to the Company (which opinion may be from internal counsel
         of such transferor if transferor is a financial institution), that such
         disposition will not require registration of such securities under the
         Securities Act and that all requisite action has been or will, on a
         timely basis, be taken under any applicable state securities laws in
         connection with such disposition; and (iii) the proposed transferee
         shall have agreed in writing to be bound by the terms and provisions of
         this Section 8.

               (b)   Notwithstanding the provisions of Section 8(a), no such
         registration statement or opinion of counsel shall be necessary for a
         transfer pursuant to Rule 144(k) promulgated under the Securities Act,
         or a transfer to an entity wholly owned by such transferor, if the
         transferee agrees in writing to be subject to the terms hereof to the
         same extent as if such transferee were an original holder of this
         certificate.

               (c)   This Warrant Certificate may be transferred only in whole
         and not in part.


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<PAGE>

               (d)   The Company shall keep at its principal executive office a
         register for the registration of transfers of this Warrant Certificate.
         The name and address of the holder of this Warrant Certificate, each
         transfer thereof and the name and address of each transferee thereof
         shall be registered in such register. Subject to the requirements set
         forth above in this Section 8, upon surrender of this Warrant
         Certificate at the principal executive office of the Company for
         registration of transfer (duly endorsed or accompanied by a written
         instrument of transfer duly executed by the registered holder of this
         Warrant Certificate or its attorney duly authorized in writing and
         accompanied by the address for notices of the transferee of this
         Warrant Certificate), the Company shall execute and deliver, at the
         Company's expense (except as provided below), a new Warrant Certificate
         (as requested by the holder thereof) in exchange therefor. Subject to
         the requirements set forth above in this Section 8, each such new
         Warrant Certificate shall be registered to such person as such holder
         may request and shall be substantially in the form of the old Warrant
         Certificate being so replaced. The Company may require payment of a sum
         sufficient to cover any stamp tax or governmental charge imposed in
         respect of any such transfer of this Warrant Certificate.



         IN WITNESS WHEREOF, Orion HealthCorp, Inc. has caused this Warrant
Certificate to be signed by a duly authorized officer under seal, and this
Warrant Certificate to be dated December 1, 2006.

                                           ORION HEALTHCORP, INC.



                                           By:   /s/ Terrence L. Bauer
                                                --------------------------------
                                           Name: Terrence L. Bauer
                                           Title: President and Chief Executive
                                                  Officer


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