Exhibit 10.3


SECOND AMENDMENT

TO PURCHASE AGREEMENT


THIS SECOND AMENDMENT TO PURCHASE
AGREEMENT (“Amendment”) is entered into to be effective as of December
21, 2006, between BEHRINGER HARVARD NORTHPOINT I LP, a Texas limited
partnership (“Seller”), and MEDICAL EDGE HEALTHCARE GROUP, INC., a Texas
corporation (“Purchaser”).


RECITALS:


A.            Seller and Purchaser entered into that certain Purchase
Agreement, dated as of November 3, 2006 for the purchase and sale of certain
real and personal property, more particularly described therein, as amended by
a First Amendment to Purchase Agreement dated as of November 13, 2006 (the “Agreement”).


B.            Seller
and Purchaser now desire to amend and clarify certain terms, provisions and
obligations set forth in the Agreement.


NOW, THEREFORE, in
consideration of the mutual covenants herein contained, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:


AGREEMENT:


1.             Defined Terms. Capitalized terms not otherwise
defined herein shall have the meanings set forth in the Agreement.


2.             Inspection Period.  The Inspection Period is extended to and
shall expire on December 27, 2007 at 5 pm, Dallas, Texas time.


3.             Effect of Amendment.  This Amendment modifies and amends the
Agreement and the terms and provisions hereof shall supersede and control over
any contrary or conflicting terms and provisions set forth in the Agreement.
The Agreement, as amended by this Amendment, remains in full force and effect.


4.             Counterparts. 
To facilitate execution of this Amendment, this Amendment may be
executed in multiple counterparts, each of which, when assembled to include an
original signature for each party contemplated to sign this Amendment, will
constitute a complete and fully executed original.  All such fully executed original counterparts
will collectively constitute a single agreement.


5.             Facsimile Signatures.  In order to expedite the transaction
contemplated herein, telecopied or facsimile signatures may be used in place of
original signatures on this Amendment. 
Seller and Purchaser intend to be bound by the signatures on the
telecopied document, are aware that the other party will rely on the telecopied
signatures, and hereby waive any defenses to the enforcement of the terms of
this Amendment based on the form of signature.


6.             Headings.  The
headings of the various paragraphs of this Amendment have been inserted only
for convenience, and shall not be deemed in any manner to modify or limit any
of









 



the provisions of this Amendment, or be used in any
manner in the interpretation of this Amendment.


[signatures appear on following
page]



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IN WITNESS WHEREOF, this Amendment is effective as
of the date first above written.


	
  

  	
  SELLER:

  
	
   

  	
   

  	
   

  
	
   

  	
  BEHRINGER HARVARD NORTHPOINT I

  LP, a Texas limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Behringer Harvard Northpoint I GP,

  LLC, a Texas limited liability company,

  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  MEDICAL EDGE HEALTHCARE GROUP,

  INC., a Texas corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
									



 



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