November
10, 2008





James
Robinson


6218 E.
Shangri–La Road


Scottsdale,
AZ 85254








Dear
Jim,





American
CareSource Holdings, Inc. is pleased to offer you the position of Senior Vice
President Sales & Marketing.  In this position you will report to
me. The starting salary offered for this position is $200,000
annually.  Your start date with American CareSource will be Friday,
November 10, 2008 at our Dallas office.  This offer is not to be
considered a contract guaranteeing employment for any specific
duration.  As an at-will employee, both you and the company have the
right to terminate your employment at any time.  This offer is
contingent on passing a background check and drug screen.





As part
of your compensation, you will accrue four weeks of vacation a year and will be
offered the opportunity to participate in the Company’s Stock Option Plan
subject to plan guidelines and Board of Director’s approval.  We have
targeted your initial participation at 225,000 options with a strike price at
the closing price on the day they are approved.  This grant will vest
over four years, with annual vesting on the approval date. In the event of a
change in control, your options will vest 100%.





In the
event of a termination resulting from a Change of Control, the Company will pay
employee a lump sum equal to twelve (12) months of compensation as well as any
pro rata bonus earned for the current year, within 30 days following a Change of
Control. In addition, the employee will continue all benefits for a period of
twelve (12) months under the current plan.





A
relocation package of $75,000 is included.  Up to $35,000 will be
reimbursed for temporary housing and moving expenses.  The remaining
$40,000 will be paid at the completion of the relocation to
Dallas.  In addition to the relocation package, you will be reimbursed
for up to six round trip flights between Dallas and Phoenix, AZ.





This
position is also eligible for bonus and commission.  The structure for
these plans will be laid out for you in a separate document.





On your
first day of employment, American CareSource will provide additional information
about the objectives, policies, benefit programs, general employment conditions
and completion of employment and benefit forms.








5429 Lyndon B. Johnson
Freeway ,Suite  7 00
 Dallas ,TX  75 240
 P:800.370.5994  F:
972. 980.2560
 www.anci-care.com
 
 James
      Robinson
                      
                      
                      November
      10, 2008Offer
      Letter for Employment
                      
                      
                      Page
      2 of 2





To
fulfill federal identification requirements, you should bring documentation to
support your identity and eligibility to work in the United States. The types of
acceptable





We are
pleased to have you join our organization as a member of what we feel is a
company that offers each employee an opportunity for personal and professional
development.  If you have any questions, please do not hesitate to
contact me at 972.308.6842.  I look forward to working with you in the
future and hope you will find your employment a rewarding
experience.





Sincerely,







David S.
Boone


Chief
Executive Officer





Please
indicate your acceptance by your signature, and return this offer letter to
me.  Thank you.




/s/ James
      Robinson
            
            11/11/08Signature
            
            Date






5429 Lyndon B. Johnson
Freeway ,Suite  7 00
 Dallas ,TX  75 240
 P:800.370.5994  F:
972. 980.2560
 www.anci-care.com