Final
 7/2/2007
  American
CareSource Holdings, Inc.
 Confidential
Materials Omitted and Filed Separately with the
 Securities
and Exchange Commission
 Confidential
Portions denoted by [***]
 ANCILLARY
CARE SERVICES
 NETWORK
ACCESS AGREEMENT
  This
Ancillary Care Services Network Access Agreement (the “Agreement”), dated as
of July 2, 2007, by and between American CareSource Holdings, Inc. d/b/a
Ancillary Care Services, Inc. (“ACS”), and Texas True
Choice, Inc. and its subsidiaries set forth on Schedule A attached hereto, which
may be updated from time to time (collectively, the “Client”) shall be
effective as of May 21, 2007, the “Effective
Date”.
  WHEREAS, ACS is engaged in the
business of developing, maintaining and providing access to networks of
providers engaged in ancillary health care services and in administrating
comprehensive ancillary health care services for various types of medical
benefit plans; and
  WHEREAS, Client desires to
utilize ACS’ Network Providers and active referral management services in order
to provide benefits for ancillary health care services to its Participants;
and
  WHEREAS, Client shall provide
claim consolidation and routing service to ACS to facilitate the automated
repricing of claims, generating reductions in various charges for ancillary
health care services that are Covered Services provided to Client
Participants;
  NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth in this Agreement
and other good and valuable consideration, the parties agree as
follows:
  1.
                DEFINITIONS
  1.1.           “Benefit Plans” means
any type of health care benefit provided either directly by Client to its
customers, including insured, health maintenance organization or self-insured
plans, or through administrative services contracts between Client and other
payors, including those with employers, third party administrators, affiliates
and subsidiaries.
  1.2.           “Covered Services” is
defined to include those ancillary care services included on Attachment A
hereto.
  1.3.           “Revenue” means the
amount of money ACS actually collects from the Payor.
  1.4.           “Network Provider”
means any provider of Covered Services that has agreed to participate as an ACS
network provider and is a party to an ACS Provider Agreement.
  1.5.           “Participant” means
any covered person under a Benefit Plan and who is entitled to benefits for
Covered Services.
  
  1.6.           “Participant Expenses”
means any amounts that are the responsibility of the Participant or the
appropriate responsible party, other than ACS, to pay in accordance with his or
her Benefit Plan, including co-payments, coinsurance and
deductibles.
  1.7.           “Payor” means a payor
or entity providing or administering a Benefit Plan  on behalf of the
Client for the Participant.
  1.8.           “Provider Agreement”
means a contract by and between ACS and a Network Provider pursuant to which a
Network Provider shall provide certain ancillary services.
  2.
                REPRESENTATIONS
      AND OBLIGATIONS OF ACS
  2.1.           Network
Providers.
  (a)           Access to Network Providers and
Credentialing.  During the term of this Agreement, ACS warrants
that it shall maintain a fully credentialed network of ancillary care providers
and shall provide Client Participants access to its Network
Providers.
  (b)           Network Provider
Information.  ACS shall deliver the names and demographics for
each of its Network Provider to Client on a monthly basis in a mutually
agreed-upon electronic format.  Network Providers that have also
entered into agreements with the Client shall provide Covered Services to the
Client pursuant to its respective ACS Provider Agreement.  Client
shall take such action as is necessary to provide that the agreement between ACS
and the relevant Network Provider shall prevail over such existing
agreements.
  (c)           Requested Additions and Deletions of
Network Providers.  ACS shall use its best efforts to recruit
additional Network Providers to meet the needs of the Client when requested by
Client in writing.  If Client requests the deletion or suspension of a
Network Provider from the list of those Network Providers providing Covered
Services to Client Participants, ACS shall immediately contact Client to
determine the factual situation necessitating the change and shall work with
Client to obtain a mutually satisfactory solution.
  (d)           Activation
Date.  ACS shall notify each of its respective Network
Providers within ten (10) business days of the Effective Date of this Agreement
to inform the Network Providers that it shall begin to provide Covered Services
to Client Participants.
  2.2.           Claims Processing of Covered
Services and Repricing.
  (a)           ACS
shall require that Network Providers submit claims for Covered Services provided
to Client Participants to the electronic or U.S. mail addresses established by
Client or Payor.
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  (b)           ACS
shall provide repricing services for Client in accordance with this
Agreement.  ACS shall reprice claims using the customer fee schedule
calculations attached hereto as Attachment
B.
  2.3.           Payment of Network
Providers. Following receipt from Client of payment for Covered Services
provided to Client Participants, ACS shall pay the Network Providers who
provided the Covered Services in accordance with such Network Provider’s
respective ACS Provider Agreement.  ACS shall provide all Explanation
of Payment or Explanation of Benefits forms to such Network Providers when
payment is made, which shall allow the Network Provider to collect remaining
allowable Participant Expenses for the Covered Services.
  2.4.           Network Provider
Relations. ACS shall provide Network Provider relation services for
Network Providers for claims paid by ACS to the Network Provider, including
toll-free telephone lines, to address any payment or claims review issues
involving the payment of the claim under the ACS Provider
Agreement.
  2.5.           Assignment of Payment for
Services. ACS Provider Agreements shall allow for the assignment to
Payors of the right to collect payments for services provided.
  2.6.           Reports.  ACS
shall provide Client with information and reports on a monthly basis regarding
the amount of savings realized, payment activity, utilization data and such
other information as shall be mutually agreed upon, in such format, electronic
or hard copy, as agreed upon by the parties.
  2.7.           Binding
Effect.  ACS is a corporation duly existing and in good
standing under the laws of the State of Delaware, and it has the corporate
authority to enter into this Agreement.
  3.
                REPRESENTATIONS
      AND OBLIGATIONS OF CLIENT
  3.1.           Claims Routing
Services.  Client shall collect, consolidate and transmit
claims from Network Providers to ACS on a timely basis for
repricing.  Client shall accept change in “pay to” status of the claim
and route each repriced claim to the appropriate Payor.
  3.2.           Claims Processing of Covered
Services.  Payors shall collect, consolidate  and
adjudicate all claims from Network Providers in accordance with the eligibility
and benefit parameters specified by Participant’s benefit plan and subsequently
remit such claims to ACS for repricing in accordance with Section 2.2(b)
above.  Payment shall be made as provided in Section 4 of this
Agreement.  Payor shall ensure that each claim paid pursuant to this
Agreement is accompanied by applicable Explanation of Payment form or
Explanation of Benefits form to enable ACS to provide such information to the
Network Provider, including the amount of Participant Expense for each such
claim.  Payor shall prepare all Explanation of Benefits forms for
Participants reflecting the benefit payment amounts paid to ACS for claims from
Network Providers, as well as remaining amounts that may be Participant
Expenses.
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  3.3.           Network Provider
Information.  All Network Providers for Covered Services shall
be listed in all provider directories and resource materials for Client
Participants, regulatory authorities, and prospective participants and groups,
including printed and on-line or electronically-accessed
directories.  Client agrees to update these listings with information
provided by ACS at the same time that it routinely updates such listings for
Client contracted providers, but no less frequently than
monthly.  Client shall provide ACS with applicable Benefit Plan
coverage codes, eligibility verification contact information and related
information to allow ACS to furnish this information to its Network
Providers.
  3.4.           Licenses and Compliance with
Law; Binding Effect. Client represents and warrants that it holds, and
will throughout the term of this Agreement continue to hold, all licenses
required by applicable law to conduct its current healthcare
business.  Client further represents and warrants that it has the
corporate authority and is duly authorized to enter into this Agreement and to
bind its employees and agents pursuant to the terms of this
Agreement.  Client shall provide written notice to ACS within ten (10)
business days of (i) any formal proceeding, challenge or change concerning
Client’s licensure; or (ii) receipt of any notice from any governmental
authority of noncompliance with any applicable federal, state or local law and
regulations that would affect the terms or services provided pursuant to this
Agreement.
  3.5.           Preauthorization and
Referrals.  Payor shall continue to administer its
preauthorization and referral policies for Participants under its Benefit Plans,
including all requirements for preauthorization of Covered Services, for Network
Providers.
  3.6.           Use of Trademarks and
Name.  Client shall allow ACS to include Client’s name on all
Explanation of Payment or Explanation of Benefits forms sent to Network
Providers from ACS.  Any correspondence sent by ACS to Client
Participants concerning payments to Network Providers may also include such
information and, upon separate agreement, use of the Client trademarks or
service marks, or, alternatively, Client will provide paper forms including such
information for use by ACS exclusively for such Participants.
  3.7.           Applicability to Client
Benefit Plans.  Client shall provide ACS with a complete
listing of Payors (“Payors Listing”) that
shall use the Network Providers for Covered Services provided to Participants,
subject to the agreement of ACS.  The Payors Listing shall be
submitted to ACS on a monthly basis in a mutually agreed-upon electronic
format.  This Payors Listing shall include: group name, group number,
address, effective date of group, contact for benefits or eligibility and claim
submission address.  Any change or addition to such programs shall be
negotiated with ACS prior to implementation, and additions shall be provided at
least twenty business days prior to the effective date of the change to allow
ACS adequate time to provide such information to its Network
Providers.
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  4.
                PAYMENT
      FOR SERVICES AND
COMPENSATION
  4.1.           Client
Payments.  When Payor has finally adjudicated the repriced
Network Provider claims for Participants, it will remit all Benefit Plan
payments to ACS for each such Network Provider.  Payor will pay ACS
the repriced amount, less applicable Participant Expense.  Payor will
utilize ACS’ tax identification number for all such payments, recognizing the
assignment of the claim from the Network Provider to ACS.  Payments to
ACS shall be made as soon as possible following adjudication of the claim to
ensure satisfaction of timely claims payment guidelines.  Payments to
ACS shall be accompanied by accurate benefit explanations and calculation of
Participant Expenses that will allow ACS to make payment and provide appropriate
claims reconciliation information to Network Providers.  The parties
may agree to electronic transfers of payments and payment
information.
  [***]
  5.
                RECORDS,
      CONFIDENTIALITY AND HIPAA
  5.1.           Maintenance and Accuracy of
Records.  Both parties agree to maintain appropriate financial
and administrative records related to the services provided and claims processed
and paid under this Agreement and in accordance with applicable federal and
state laws and regulations in an accurate and timely manner.  All such
records shall be maintained for a minimum of three (3) years from the date of
the making of the record.
  5.2.           Audit.  During
the term of this Agreement and for at least three (3) years after any particular
transaction or payment obligation, Client shall keep and maintain detailed and
accurate books and records with regard to all claims for services provided by
ACS Network Providers.  ACS or its representatives shall be entitled,
at a mutually agreeable time and date but in any event upon no less than fifteen
(15) days prior written notice, to review, copy and audit such books and records
and/or compliance with the terms of this Agreement during Client’s normal
business office hours, all at ACS’ own expense; provided that Client will bear
any such reasonable expense if the review or audit shows an underpayment of more
than five percent (5%) for the period audited.  Underpayments by
Client shown by any such audit shall be immediately paid by Client to ACS along
with reimbursement of reasonable expenses incurred by ACS in conducting the
audit.  The audit rights granted pursuant to this Section 5.2 shall
also inure to Client with respect to ACS books and records as such relate to the
transactions contemplated by this Agreement, and ACS shall keep and maintain
detailed and accurate books and records with regard to such transactions during
the existence of this Agreement and for at least three (3) years after any
particular transaction or payment obligation.
  5.3.           Confidential Business
Information.  Client and ACS may from time to time receive
confidential and proprietary business information, claim information, legal
information or other information from the other party.  Client and ACS
agree that such information (including ACS lists of payments under Provider
Agreements, electronic claims processing systems, financial models and the
financial provisions of this Agreement and related information which shall all
be deemed confidential whether or not so marked) shall all be maintained in
confidence and shall not be disclosed to any person or entity, or used for any
purpose other than performance hereunder, except as authorized in writing by the
party providing the information or as otherwise required by law.
  -5-
  5.4.           Confidentiality of Records;
HIPAA.  ACS and Client shall safeguard the privacy of any
health information that identifies a particular Participant.  ACS and
Client shall abide by all federal and state laws regarding confidentiality and
disclosure of medical records and other health and Participant
information.  ACS recognizes that it may be considered to be a
Business Associate of Client under the federal Health Insurance Portability and
Accountability Act of 1996 (“HIPAA”), and agrees
to execute a Business Associate Agreement which shall be separately attached to
and made a part of this Agreement.
  6.
                TERM
      AND TERMINATION
  6.1.           Term;
Renewal.  This Agreement shall commence on the Effective Date
and shall continue in effect for a period of four (4) years unless terminated as
provided herein (the “Term”).  This
Agreement shall renew automatically for successive one-year terms unless either
party shall have delivered written notice of non-renewal to the other party at
least ninety (90) days prior to the expiration of the then current
term.
  [***]
  [***]
  7.
                MISCELLANEOUS
  7.1.           Entire Agreement;
Assignment.  This Agreement (including all Attachments hereto)
sets forth the entire agreement and understanding of the parties as to the
subject matter hereof and supersedes all prior or contemporaneous understandings
of any kind, whether written or oral.  Neither party may assign this
Agreement or its rights hereunder, or delegate its duties except as provided by
this Agreement, without prior written notice given to the other
party.
  7.2.           Amendment.  This
Agreement, including its Attachments, may be amended or modified at any time
during its term by written agreement of the parties.
  7.3.           Governing
Law.  This Agreement shall be construed in accordance with the
laws of the State of Delaware not including the choice of law rules
thereof.
  7.4.           Severability.  If
any part of this Agreement is held to be invalid, unenforceable, or illegal,
such determination shall not affect any other provision of this Agreement, and
this Agreement shall be construed as if the impermissible provision had never
been contained herein, unless this would substantially deprive a party of
benefits hereunder, in which case, either party may terminate this Agreement by
giving 90 days advance notice of such termination.
  -6-
  7.5.           Relationship of the
Parties.  ACS and Client are at all times acting and performing
as independent contractors under the terms of this Agreement.  Neither
party shall be considered a joint venture with the other
party.  Neither party shall have any liability for the general debts
nor obligations of the other party and each party shall hold the other party
harmless from and against such general debts and obligations.
  7.6.           Benefit.  This
Agreement shall be binding upon and inure to the benefit of each party and its
respective successors and permitted assigns.
  7.7.           Notice.  Any
notice or other communication required to be given hereunder shall be in writing
and shall be delivered personally, sent by recognized overnight courier service,
or sent by registered or certified mail, to the address shown on the signature
page or at such other address as either party may designate in writing delivered
to the other party.  Notice shall be effective upon receipt if
delivered personally or on the date indicated on the return receipt, if mailed,
or at such time as delivery is refused upon presentation.
  7.8.           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement.
  IN
WITNESS WHEREOF, the parties have executed or caused this Ancillary Care
Services Network Access Agreement to be executed by their duly authorized
representatives to be effective as first stated above.
  “ACS”
                      AMERICAN
      CARESOURCE HOLDINGS, INC.
                      d/b/a
      ANCILLARY CARE SERVICES, INC.BY:
                    /s/
      David S. Boone
                    
                    7/2/07Name
                    
                    DateTITLE:
                    COO/CFO“CLIENT”
                      TEXAS
      TRUE CHOICE, INC.BY:
                    /s/
      Alan Scoggins
                    
                    7/2/07Name
                    
                    DateTITLE:
                    COO
 
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