American
CareSource Holdings, Inc.
 Confidential
Materials Omitted and Filed Separately with the
 Securities
and Exchange Commission
 Confidential
Portions denoted by [***]
  [Logo of
HealthSmartsm
Preferred Care, Inc.]
  American CareSource Client
Agreement
  THIS
AGREEMENT is made and entered into effective as of August 1, 2002, by and
between American CareSource Corporation (hereinafter “ACS”) an Indiana
corporation with its corporate office located at 8080 Tristar Drive, Suite 100,
Irving, TX 75063, and HealthSmart Preferred Care, Inc. (hereinafter
“HEALTHSMART”), a Texas corporation located at 2002 W. Loop 289, Suite 103,
Lubbock, TX 79407.
  WITNESSETH:
  WHEREAS,
ACS is engaged in the business of sourcing, managing, and administrating
comprehensive Ancillary Services for health care, workers’ compensation,
disability and auto liability benefit plans (“Covered Services”) and is engaged
in the business of providing referral management of Ancillary Services and
access to ACS Network Providers;
  WHEREAS,
ACS has agreements with various ACS Providers of Covered Services (“ACS Network
Providers”) under which ACS Clients will be entitled to a reduction of ACS
Network Provider’s charges for Covered Services provided to the Clients’ Covered
Persons (“Negotiated Provider Rates”);
  WHEREAS,
HEALTHSMART desires to employ ACS to provide said services for the benefit of
HEALTHSMART and Customers;
  WHEREAS,
ACS desires to be so employed by HEALTHSMART to provide said
services;
  NOW,
THEREFORE, in consideration of the promises hereof, and the mutual promises and
agreements made herein, the parties hereby agree as follows:
  I.  DEFINITION OF
TERMS
  For
purposes of this Agreement, the following terms shall have the meanings set
forth as follows:
  “Ancillary Services” means any
health care services not provided in a medical doctor’s office or inpatient
facility, such as hospital or outpatient surgical center. Ancillary Services by
type of service are set forth in Exhibit A.
 “Clients” means those
companies providing services for third party administrators, managed care
networks, and/or insurance carriers contracting with ACS for ancillary
management services.
  2002 West
Loop 289 / Suite 109 / Lubbock, TX 79407
 P.O. Box
53010 / Lubbock, TX 79453-3010
 Phone:  806.473.2500
/ Fax:  806.473.2525 / 800.687.0500
 Internet:  www.healthsmart.net
  
  “Covered Persons” means
individuals who are entitled to Covered Services (as set forth in Exhibit A)
from HEALTHSMART’s Customers.
  “Covered Services” means
sourcing, managing and administering comprehensive Ancillary Services for health
care, workers’ compensation, disability and auto liability benefit
plans.
  “Customers” means those
parties or entities purchasing services from HEALTHSMART.
  “Negotiated Client Rates”
means the agreed upon rates between ACS and HEALTHSMART that is to be charged to
Customers for Covered Services provided to Covered Persons.
  “Negotiated Provider Rates”
means the contractually agreed upon reduced rates between ACS and Provider that
are to be paid by ACS to Provider for Covered Services provided to HEALTHSMART’s
Covered Persons.
  “ACS Network Provider” means
Providers of Covered Services, which have contractual agreements with ACS to
provide Covered Services for a Negotiated Rate
  “Payer” means the purchaser
who is the fiduciary of benefit plans and managed care programs on behalf of its
employees and/or dependents.
  “ACS Providers” means any
ancillary provider specializing in the administration or delivery of Ancillary
Services that has met the credentialing standards established by ACS and has
entered into a contractual arrangement with ACS.
  “Referral Call Center Program”
means the arrangement, handling and supervision by ACS staff of the
coordination, scheduling, management and billing of Ancillary Services on behalf
of Customers.
  II.  OBLIGATIONS
OF ACS
  2.1.           ACS
agrees to provide HEALTHSMART with the ACS Referral Call Center Program of
Ancillary Services for the term of this Agreement.
  2.2.           ACS
agrees to arrange and coordinate the provision of Covered Services by ACS
Network Providers to particular Covered Persons as requested by HEALTHSMART
physicians and/or case managers in the states listed on
Exhibit C.
  2.3.           ACS
agrees to bill HEALTHSMART Customers for the Negotiated Client Rates applicable
to Covered Services provided to Covered Persons under Referral Call Center
Program.  ACS agrees to look solely to HEALTHSMART Customers, and not
to HEALTHSMART, for payment for these services and fees.
  2.4.           ACS
shall furnish HEALTHSMART with Referral Call Center Program cost savings and
management information.  ACS agrees to assist and cooperate with
HEALTHSMART and will report resolution of any complaints or grievances and
findings of patient satisfaction surveys applying to HEALTHSMART
Customers.
  2
  2.5.           ACS
shall pay ACS Network Providers timely at the applicable Negotiated Provider
Rates for Covered Services provided under Referral Call Center
Program.  Provided ACS has received payment for such Covered Services,
then in such event ACS agrees to indemnify and hold the customers of HEALTHSMART
harmless for any claim for Provider payments arising out of the referrals
pursuant to Section II, Paragraphs 22 through 2.6 of this contractual
Agreement.
  2.6.           ACS
agrees to indemnify and hold the customers of HEALTHSMART harmless for any claim
in excess of the amounts charged to Customers by ACS for the particular
Ancillary Services provided to such Customers for Provider payments arising out
of the referrals pursuant to Section II, Paragraphs 2.1 through 2.6 of
this contractual Agreement.
  [***]
  [***]
  [***]
  III.  OBLIGATIONS
OF HEALTHSMART
  3.1.           HEALTHSMART
will allow ACS to train all referral sources on how to utilize ACS services upon
installation.
  3.2.           Customers
of HEALTHSMART shall be responsible for determinations of medical necessity and
appropriateness and pre-certification of designated procedures and conditions in
compliance with state and federal requirements.
  3.3.           HEALTHSMART
agrees to exert commercially reasonable efforts to support marketing and
educational initiatives with customers to make them aware of the value-added
benefits of using ancillary services administered and managed by
ACS.
  3.4.           HEALTHSMART
agrees that ACS provider agreements will supercede existing HEALTHSMART
agreements with the same providers during the term of the contract except as
defined in Exhibit D.
  3.5.           HEALTHSMART
agrees to exert its best efforts in good faith to help ACS implement, assist and
install ACS Network Providers into the HEALTHSMART business operation, and to
maximize the inclusion of all “out of ACS network” providers of HEALTHSMART into
the ACS Network through a continuous and sustained contracting effort by ACS
with any and all HEALTHSMART ancillary service providers not otherwise being an
ACS Network Provider.  However, if ACS fails to obtain an executed
provider contract within 120 days from the date of written notice from
HEALTHSMART, HEALTHSMART may enter into a direct agreement with provider on its
own behalf.
  IV.  TERMS OF
AGREEMENT
  4.1.           This
Agreement shall be effective as of August 1, 2002, (“Effective Date”) and
shall continue in effect for a period of one (1) year thereafter until
terminated as provided herein.
  3
  4.2.           Upon
the expiration of the initial term, this Agreement shall be extended year to
year beginning on the anniversary date of the initial term without additions or
modifications of its terms unless either party shall provide the other with
written notification of intent to terminate this Agreement.  Said
notice must be received within 90 days prior to the expiration of the initial or
any succeeding term of this Agreement.
  4.3.           Either
party may, except as otherwise set forth herein, terminate this Agreement only
for good cause upon no less than 90 days prior written notice to the other
party.
  4.4.           Termination
for good cause is defined as either party’s failure to perform pursuant to this
Agreement after prior written notice from the performing party setting forth
with specificity the details of non-performance and a thirty (30) day curing
period has elapsed without such default having been cured.
  V.  RECORDS AND
INFORMATION
  5.1.           Both
parties recognize the confidential nature of medical records and other medical
information each may handle in implementing this Agreement.  Both ACS
and HEALTHSMART agree to maintain the confidentiality of any information
relating to individual Covered Persons in accordance with all applicable
laws.
  5.2.           Each
party agrees to hold in confidence any information obtained by it relating to
the business of the other.  Each party agrees that it will not
disclose, furnish to, or use for the benefit of itself, or any other person
proprietary information, client lists, provider lists, business data, any trade
secrets, data, information, or know-how belonging to the other party without the
prior written consent of the other party.  This provision shall not
apply to any information known to a party prior to acceptance of this Agreement
or to any information lawfully obtained from third parties.
  VI.  MISCELLANEOUS
  6.1.           ACS
and HEALTHSMART are independent contractors in relationship to one another and
no joint venture, partnership, employment or other relationship is created by
this Agreement except as otherwise specifically set forth herein.
  6.2.           This
Agreement, including all Exhibits hereto, may be amended only by a writing
signed by both parties.
  6.3.           This
Agreement shall be construed in accordance with the laws of the State of Texas
and venue for any disputes shall be in Dallas County, Texas.
  6.4.           All
notices required by this Agreement shall be given in writing signed by the party
giving the notice and delivered by hand or first class mail to the other party
at the address set forth below or such other address as has been given by proper
notice.
  If
      to HEALTHSMART:
 2002
      W. Loop 289, Suite 103
 Lubbock,
      TX  79407
 If
      to ACS:
              Mark
      Bodnar, President
 8080
      Tristar Drive, Suite 100
 Irving,
      TX  75063
  4
  6.5.           This
Agreement contains the entire contract between the parties, as to the subject
matters hereto, and may not be amended, altered or modified except by written
agreement of the parties.  This Agreement may be amended only by
written amendment signed by both parties.
  6.6.           Except
as otherwise provided herein, this Agreement may not be assigned by any party
except with the prior written consent of the other party.
  IN
WITNESS WHEREOF, the undersigned have executed this Agreement effective as of
the date first written above.
  American
CareSource (“ACS”)
  By:  _________Illegible  _________
  HealthSmart
Preferred Care, Inc.
 (HEALTHSMART)
  By:  _________Illegible  _________
  5


American
CareSource Holdings, Inc.
 Client
Agreement
 HealthSmart
Preferred Care II, LP
 Amendment
  Agreement and Effect of This
Amendment
  This
Amendment supplements the agreement between the parties dated August 1, 2002
“American CareSource Client Agreement with HealthSmart Preferred Care II, LP”
(hereinafter referred to as “Client Agreement”).  It shall have no
effect apart from the Client Agreement.  This Amendment’s use of
terms, names, or labels that are different from those of the Client Agreement
shall not by itself alter the effect of either document.  The terms of
this Amendment preempt, supersede, and override all contrary terms of the Client
Agreement.  For the purpose of this Amendment, “ACS” refers to
American CareSource Holdings Inc., and “HealthSmart” refers to HealthSmart
Preferred Care II, LP.
  This
Amendment may be modified or supplemented only by an express amendment dated and
signed by authorized representatives of the parties.  Except for
blanks on originally printed forms, no handwritten or separately printed
additions or changes on this document will be effective, even if they are
initialed or signed.
  Amendment effective
date:  September 1, 2005
  It is
mutually agreed upon that the following sections of the Client Agreement are
amended as follows:
  I.           Definition of
Terms
  Definition
of “Referral Call Center Program” is deleted from the Client
Agreement.
  II.           Obligations of
ACS
  All
previous language pursuant to Section II, Paragraphs 2.1, 2.2, 2.3, 2.4, 2.5,
2.7, 2.8 and 2.9 are replaced with the amended language as follows:
  2.1           Network
Providers.  During the term of this Agreement, ACS will
maintain a fully-credentialed network of ancillary health care service providers
and will provide HealthSmart Participants access to those Network
Providers.  ACS will supply the names and provider demographics for
each Network Provider to HealthSmart at least monthly in a mutually agreed-upon
electronic format.  HSPC shall not exclude ACS Network Providers for
any purpose or reason other than the exceptions of (1) the necessity to have the
provider remain with the HSPC network, (2) participation in ACS network would
prohibit the provider from representation by HSPC for contracting via the
administrative fee business model, and (3) inclusion of the ACS provider would
cause potential harm or discord to HSPC provider rates or
relationships.  ACS will not notify its Network Providers that
HealthSmart Participants will begin utilizing the Network
Providers.  ACS will notify their network providers of any new payor
to the ACS network that HSPC participants will begin utilizing.  The
network contact letter must be approved by HSPC.
  
  2.2           Claims
Processing of Covered Services.  ACS shall ensure that Network
Providers submit claims for Covered Services provided to HealthSmart
Participants to the electronic or U.S. mail addresses designated by
HealthSmart.
  2.3           Claim
Payment Responsibility.  ACS agrees to bill HealthSmart
Customers for the Negotiated Client Rates applicable to covered Services
provided to covered Persons.  ACS agrees to look solely to HealthSmart
customers, and not to HealthSmart, for payment for these services and
fees.
  2.5           Payment
of Network Providers and Network Providers
Relations.  Following receipt of payment for Covered Services
provided to HealthSmart Participants, ACS shall pay the Network Providers who
provided the Covered Services in accordance with the Network Provider’s ACS
Provider Agreement within 14 days.  ACS shall provide all Explanation
of Payment/Benefit forms to such Network Providers when payment is made, which
will allow the Network Provider to collect remaining allowable Participant
Expenses for the Covered Services.  ACS will provide Network Provider
Relations 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 Provider
Agreement.
  [***]
  III.           Obligations of HealthSmart
and/or Payors
  All
previous language pursuant to Section III, Paragraphs 3.1, 3.4, and 3.5 are
replaced with the amended language as set forth below.  Paragraph 3.6
and 3.7 are added to the Client Agreement.
  3.1           Claims
Processing of Covered Services.  As defined in Exhibit E,
HealthSmart shall receive all claims from Network Providers for Covered Services
provided to HealthSmart/Payor Participants in accordance with the claim routing
instructions established by HealthSmart and the HealthSmart customers and
forward ACS Network Provider claims to ACS.  ACS will reprice claims
utilizing the Negotiated Client Rates.  Payers shall adjudicate claims
as “In-Network” as they would if the ACS Network Providers were directly
contracted by HealthSmart.  Payer shall send an applicable explanation
of payment/benefit information to enable ACS to provide such information to the
Network Provider, including the amount of Participant Expense for each
claim.
  3.6           Payment.  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 Expenses (copayments and deductibles).  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.
  3.7           Records
Review.  ACS shall reasonably maintain and furnish such
records, files and documents as may be required by HSPC for review by HSPC or
its agents of the appropriateness and timeliness of the payment of benefits and
fees.
  
  VI.           Miscellaneous.
  Section
VI, Paragraph 6.4 is replaced with the amended language as follows:
  6.4           All
notices required by this Agreement shall be given in writing signed by the party
giving the notice and delivered by hand or first class mail to the other party
at the address set forth below or such other address as has been given by proper
notice.
  If
      to ACS:
              Wayne
      Schellhammer, President & CEO
                8080
      Tristar Drive, Suite 100
                  Irving,
      TX  75063
  Section
VI, Paragraph 2.6 is replaced with the amended language as follows:
  6.5           ACS
agrees to indemnify and hold HealthSmart harmless against any liability or
damage of any nature (including reasonable attorney’s fees and expenses)
resulting from ACS’s negligent breach of its obligations hereunder or other
negligence of ACS in its performance of this HealthSmart
Agreement.  HealthSmart agrees to indemnify and hold ACS harmless
against any liability or damage of any nature (including reasonable attorney’s
fees and expenses) resulting from HealthSmart’s negligent breach of its
obligations hereunder or other negligence of HealthSmart in its performance of
this HealthSmart Agreement.
  6.6           Non-solicitation
of Employees.  For the term of this Agreement and for a period
of two (2) years following its termination for any reason, neither ACS nor its
representatives will, without the prior written consent of HSPC, hire, solicit
for employment, recruit, initiate contact with for employment, or refer to
others for employment, any officer, director, or employee of HSPC; provided that
the foregoing shall not prohibit hiring such employee if such employee has
terminated employment with the Company prior to ACS’s commencement of
solicitation of such employee.  In the event that ACS breaches its
obligations contained in this paragraph, ACS shall pay HSPC, on demand, damages
of up to two (2) times the base salary of each employee so hired, it being
mutually agreed by ACS and HSPC that this provision for liquidated damages is
reasonable and that the actual damage which would be sustained by HSPC as the
result of the failure to comply with this provision would be impractical and
extremely difficult to determine, and that the payment of said damages is in no
manner punitive.
  6.7           Non-solicitation
of Employees.  For the term of this Agreement and for a period
of two (2) years following its termination for any reason, neither HSPC nor its
representatives will, without the prior written consent of ACS, hire, solicit
for employment, recruit, initiate contact with for employment, or refer to
others for employment, any officer, director, or employee of ACS; provided that
the foregoing shall not prohibit hiring such employee if such employee has
terminated employment with the Company prior to HSPC’s commencement of
solicitation of such employee.  In the event that HSPC breaches its
obligations contained in this paragraph, HSPC shall pay ACS, on demand, damages
of up to two (2) times the base salary of each employee so hired, it being
mutually agreed by ACS and HSPC that this provision for liquidated damages is
reasonable and that the actual damage which would be sustained by ACS as the
result of the failure to comply with this provision would be impractical and
extremely difficult to determine, and that the payment of said damages is in no
manner punitive.
  
  IN
WITNESS WHEREOF, ACS and HealthSmart, acting by its authorized representatives
have signed as indicated below to signify acceptance and agreement to all of the
terms and conditions contained herein.
  AMERICAN
      CARESOURCE
                                                            HOLDINGS, INC.
                                                          
                                                          
                                                          HEALTHSMART
      PREFERRED
                                                            CARE II, LP/s/
      Wayne A. Schellhammer
                                                          
                                                          
                                                          /s/ David AdamsSignature
                                                          
                                                          
                                                          SignatureWayne A. Schellhammer
                                                          
                                                          
                                                          David
      AdamsPrinted Name
                                                          
                                                          
                                                          Printed
      NameDecember 13, 2005
                                                          
                                                          
                                                          January
      19, 2006Date
                                                          
                                                          
                                                          Date
 
  American
CareSource Holdings, Inc.
 Third
Amendment to the Provider Service Agreement with
 HealthSmart
Preferred Care II, LP
  This
Third Amendment, effective the 31st day of July, 2007, supplements the American
CareSource Client Agreement, dated August 1, 2002, by and between American
CareSource Holdings, Inc. and HealthSmart Preferred Care II, LP (hereinafter
referred to as the “Provider Service Agreement”) and its subsequent amendments
dated December 13th 2005
and January 1, 2007 (hereinafter referred to as “Client
Amendments”).
  This
Amendment shall have no effect apart from the Provider Service
Agreement.  The terms of this Amendment preempt, supersede, and
override all contrary terms of the Provider Service Agreement and the subsequent
Client Amendments.  All unaffected terms and conditions of the
Provider Service Agreement and the Client Amendments shall remain in full force
and effect.  For the purpose of this Third Amendment, “ACS” refers to
American CareSource Holdings Inc. and its affiliate companies, including but not
limited to Ancillary Care Services, Inc. and “HealthSmart” refers to HealthSmart
Preferred Care, II, L.P. and its Affiliated Entities, as defined herein and
listed in Exhibit A, attached hereto.
  This
Amendment may be modified or supplemented only by an express written amendment
dated and signed by authorized representatives of the parties.  No
handwritten or separately printed additions or changes on this Amendment will be
effective, even if they are initialed or signed.
  As of the
Effective Date, the parties agree as follows:
  1)
              HSPC
      agrees to use ACS as the Primary ancillary benefits manager for HSPC
      Customers.  Primary Ancillary benefits manager means that ACS
      will have primary responsibility and priority in providing Ancillary Care
      Services, including network development, contracting and provider
      maintenance, to HSPC Customers, subject to Customer’s
      agreement.  ACS and HSPC will work together to communicate the
      benefits of ACS’ provider network to these customers.  ACS
      provider contracts will be placed in priority, first tier position for
      HSPC Covered Persons’ access.  ACS will be responsible for
      properly and accurately repricing all submitted claims that match an ACS
      provider TIN file.  Upon mutual development of targeted
      ancillary providers (as provided for in Section 15,
      below), HSPC contracting staff will use commercially reasonable efforts to
      assist ACS in obtaining contracts with identified ancillary
      providers.  Notwithstanding, HSPC may contract directly for
      ancillary care providers as part of HSPC’s routine hospital and physician
      contracting, and/or with specific ancillary
  providers.
  2)
              HSPC
      agrees to devote necessary internal contracting resources to the joint
      strategic contracting plan as described in Section 15,
      below.  The initial phase of joint strategic contracting plan
      will be defined and implemented by HSPC and ACS no later then August 1,
      2007.
    
  4)
              HSPC
      agrees that no HSPC contracted providers will be excluded from the primary
      claims sort process that identifies that provider as an ACS contracted
      provider unless a more beneficial rate adjustment may be obtained by
      accessing an existing HSPC ancillary provider
  agreement.
  5)
              HSPC
      agrees that no ACS providers will be excluded by HSPC, HSPC customers, or
      its Affiliated Entities unless ACS cannot provide at least equivalent
      specific provider average savings compared to savings currently being
      achieved through alternative cost reduction mechanisms.  Current
      average savings are calculated using a minimum (90) day time frame
      and a minimum of ten (10) claims.
  6)
              HSPC
      will maintain the confidentiality and proprietary nature of the ACS
      provider discounts.  During the term of this Agreement, except
      as otherwise provided herein, HSPC agrees not to contract with any
      third-party vendors to receive services substantially similar to those
      provided by ACS hereunder.
  7)
              HSPC
      and ACS agree to develop a joint communication plan that will communicate
      this relationship to providers and payors.  Both parties will
      work together to determine the written and oral communication used to
      describe and sell this arrangement to the various
  parties.
  8)
              HSPC
      will communicate, as a follow up to communications sent by ACS, as
      necessary, to the providers included under this agreement, that they have
      contracted with ACS to manage the agreed upon ancillary service
      categories.
  9)
              HSPC
      will communicate, as necessary to its Customers, that they have contracted
      ACS to manage the agreed upon ancillary service categories with the ACS
      Network Providers.
  10)
              HSPC
      will dedicate staff to support the communication and conversion of
      providers to the ACS network as well as support communication with
      Customers to ensure timely
implementation.
  11)
              HSPC
      agrees to allow a press release by ACS announcing this expanded
      relationship.  HSPC and ACS will jointly develop the copy for
      the press release and such release must be preagreed upon, in writing,
      prior to release.  Approval will not be unreasonably
      withheld.
  12)
              HSPC
      agrees that if they engage in any merger, acquisition or partnership with
      an organization that processes, produces or has access to ancillary claims
      that match TINs in the ACS provider network, that commercially reasonable
      efforts will be made to assure that such claims be included with and
      subject to the same process and terms of this agreement, provided that
      both HSPC and ACS agree at the time that such action will be mutually
      beneficial to the parties.
  13)
              ACS
      will provide HealthSmart with a complete ACS provider network download no
      later than July 15, 2007.  Effective August 1, 2007 HSPC will
      have downloaded the ACS provider network directory into the HSPC claims
      system as HealthSmart’s primary ancillary
  network.
  
  14)
              Effective
      August 1, 2007, HSPC will:  (1) receive claims from HSPC
      Customers and/or providers, as applicable, with ACS provider TIN’s and (2)
      submit all such claims that match the ACS provider TIN’s directly to ACS
      for repricing in accordance with the Client Fee Schedule without exclusion
      (except as otherwise provided
herein).
  15)
              The
      parties will jointly develop a strategic contracting plan that will define
      targeted providers and timetables for ACS/HSPC contracting
      efforts.  This project plan will be mutually agreed upon and
      incorporated into the Provider Service Agreement by subsequent
      amendment.
  16)
              HSPC
      and ACS agree to work diligently to complete and execute a new contract
      updating all terms, conditions and language within one-hundred-eighty
      (180) days from August 1, 2007.
  17)
              Non-Solicitation;
      Non-Interference.  While this Agreement is in effect, and for a
      period of one (1) year following the termination of this Agreement,
      neither party shall, directly or indirectly, (i) solicit or attempt to
      induce any individual who then is, or at anytime during the preceding six
      (6) month period was, an employee of the other party to become employed by
      or otherwise render services to the other party or (ii) employ any such
      individual.
  18)
              ACS
      represents and warrants that the ASC established Client Fee Schedule for
      HSPC and their Affiliates will demonstrate superior overall savings for
      their Customers and equivalent or superior savings per specific
      provider.  The specific benchmarks to demonstrate and document
      those savings will be jointly developed and incorporated into the Provider
      Service Agreement by subsequent
amendment.
  19)
              Section
      3 of the January 1, 2007 Client Amendment is deleted in its entirety and
      replaced with the following:
  
   
  IN
WITNESS WHEREOF, ACS and HealthSmart, acting by its authorized representatives,
have signed as indicated below to signify acceptance and agreement to all of the
terms and conditions contained herein.
   AMERICAN
      CARESOURCE
                    HOLDINGS,
      INC.
                  
                  
                  HEALTHSMART
      PREFERRED
                    CARE II,
    LP/s/
      David S. Boone
                  
                  
                  /s/ David AdamsSignature
                  
                  
                  SignatureDavid S. Boone
                  
                  
                  David
      AdamsPrinted Name
                  
                  
                  Printed
      Name8/01/07
                  
                  
                  8-1-07Date
                  
                  
                  Date
   
  Fourth
Amendment to the Provider Service Agreement
  This
Fourth Amendment, effective the 20th day of December, 2008 (the “Effective
Date”), amends the American CareSource Client Agreement, dated August 1,
2002, by and between American CareSource Holdings, Inc. and HealthSmart
Preferred Care II, LP (hereinafter referred to as the “Provider Service
Agreement”) and its subsequent amendments effective September 1, 2005 (the
“First Amendment”), January 1, 2007 (the “Second
Amendment”),  and July 31, 2007 (the “Third Amendment” and,
together with the First Amendment and the Second Amendment, the “Client
Amendments”).  The Provider Service Agreement, as amended by the
Client Amendments and this Amendment, is referred to as the “Provider Service
Agreement, as amended.”  This Amendment is entered into by and among
American CareSource Holdings, Inc., HealthSmart Preferred Care II, LP and
HealthSmart Holdings, Inc.
  The terms
of this Amendment preempt, supersede, and override all contrary terms and
conditions of the Provider Service Agreement, as amended.  All
unaffected terms and conditions of the Provider Service Agreement and the Client
Amendments shall remain in full force and effect.  For the purpose of
this Fourth Amendment, “ACS” refers to American CareSource Holdings Inc. and its
affiliate companies, including but not limited to Ancillary Care Services, Inc.,
“Parent” refers to HealthSmart Holdings, Inc. and “HSPC” refers to HealthSmart
Preferred Care, II, L.P. (collectively with the entities listed in
Exhibit A hereto, “HealthSmart” or the “HealthSmart
Entities”).
  On
September 21, 2007, HSPC became affiliated with Interplan Health Group
(“IHG”).  ACS and HSPC agree that adding members of the IHG network to
the list of Covered Persons would be mutually beneficial as contemplated by
Section 12 of the Third Amendment.
  All terms
used but not defined in this Amendment have the meaning ascribed to them in the
Provider Service Agreement, as previously amended.
  As of the
Effective Date, and as provided for in Section 16 of the Third Amendment,
the parties agree as follows:
  1)
                In
      order to assist HSPC in coordinating and integrating access to the ACS
      network by members of the IHG network, ACS agrees to pay to HSPC one
      million dollars ($1,000,000) to offset integration costs incurred in
      connection therewith including, but not limited to, costs associated with
      salaries, benefits, and third party contract costs.  The payment
      shall be made by ACS to HSPC within ninety (90) days of the execution of
      this Amendment.  Both ACS and the HealthSmart Entities will
      maintain the confidentiality and proprietary nature of the payment and
      other terms described herein, to the extent public disclosure is not
      required by applicable law.
  2)
                The
      term of the Provider Service Agreement is hereby extended through
      December 31, 2012.
  a)
                The
      Provider Service Agreement, as amended, may not be terminated or amended
      by either party without the prior written consent of the other party other
      than upon any default by the other party, which default remains uncured
      for a period of 60 days following notice in writing
    thereof.
  
  b)
                The
      Provider Service Agreement, as amended, shall apply to and bind each and
      all of the HealthSmart Entities.  By executing this Amendment,
      Parent accepts and ratifies such agreement, as amended, on behalf of
      itself and all Affiliated Entities, as defined in
      Exhibit A.
  c)
                This
      agreement shall survive a change in control of Parent or HSPC or its
      operating divisions subject to the Provider Service Agreement, as amended,
      and shall be binding upon any successor in interest thereto and no such
      change in control shall be effective without the express assumption of the
      terms of all agreements between the parties by the
    acquiror.
  [***]
  4)
                ACS
      warrants that it will provide the same level of discounts to HealthSmart
      Entities that it provides other clients for similar products and levels of
      support.
  5)
                Each
      of HSPC and Parent represents and warrants to ACS that it does not
      control, is not controlled by and is not under common control with (in
      each case directly or indirectly through one or more intermediaries) any
      person other than the Affiliated Entities, as defined in
      Exhibit A.
  6)
                The
      parties will jointly develop a strategic contracting plan (the “Project
      Plan”) that will define a list of targeted providers and timetables for
      ACS/HSPC contracting efforts pursuant to the Provider Service Agreement,
      as amended.  The Project Plan will be mutually agreed upon no
      later than January 15, 2009.  HSPC agrees to devote
      necessary internal contracting resources to the development of the Project
      Plan.  In addition, each of ACS and HSPC will dedicate a named
      point person who will devote substantially all of their time to the
      ACS/HSPC contracting efforts and the ongoing management of the
      relationship between ACS and HSPC by January 15,
  2009.
  The
Project Plan will also include the following provisions:
  a)
                ACS
      will be the outsourced ancillary contracting and network management
      provider for HealthSmart’s group health clients, any Third Party
      Administrators (“TPAs”) currently owned by or affiliated with HealthSmart
      (including American Administrative Group (AAG)) and any entities,
      including any primary PPO networks and any TPAs, that may be controlled by
      (in each case directly or indirectly whether or not through one or more
      intermediaries) HSPC at any time in the future and with respect to which
      the ACS model could be deployed; provided, however, that HealthSmart
      payors who are not accessing a HealthSmart network as their primary PPO
      shall not be covered by this
provision.
  i)
                HealthSmart
      will give ACS the rights of first refusal to add ancillary providers to
      the network.
  ii)
                HealthSmart
      will not pursue ancillary contracts for its group health business and
      TPAs, except through the Provider Services Agreement, as amended, and the
      Project Plan.
  
  iii)
                ACS
      and HealthSmart will jointly develop network service standards, and hereby
      agree to be bound by such standards, that will define the coverage and
      response necessary to meet the demands of
  HealthSmart.
  iv)
                The
      provisions of this Amendment will have no binding effect on HealthSmart’s
      routine hospital and physician
contracting.
  b)
                HSPC
      contracting staff will notify targeted contracted ancillary providers that
      HSPC has engaged ACS to be the contracted ancillary management vendor for
      HealthSmart Entities.  Access to the HealthSmart group health
      lines of business can only occur through a direct contract with ACS,
      provided that the ACS discounts are equal to or greater than HSPC network
      discounts currently in force.
  i)
                HSPC
      will support the ACS contracting efforts through both written and verbal
      confirmation that ACS is the outsourced group health ancillary network for
      HealthSmart Entities.
  ii)
                HSPC
      will stop using a non-participating provider for any HealthSmart Entity if
      the ACS network is able to provide substitute coverage for the same
      service with quality standards and economics that satisfy either the same
      standards applied to the current providers or substantially similar
      standards actually applied to the current providers within the same
      geographic area.
  c)
                HSPC
      and the HealthSmart Entities will support the ACS ancillary network with
      its payors through joint sales efforts and communication to these payors
      about the benefits of the ACS
network.
  i)
                If
      a HealthSmart Payor is not participating with the ACS program, they can be
      excluded on a case by case basis from the ACS network
      requirement.
  ii)
                ACS
      and HSPC will work together to develop a consistent provider and payor
      notification plan to support the contracting
  efforts.
  Sections
6)a), 6)b) and 6)c) will take effect in accordance with the specific time
parameters [noted above] and in no case later than 90 days following the date
that the Project Plan is mutually agreed upon.
  7)
                HSPC
      agrees to include the ACS logo on all cards issued by it or any other
      HealthSmart Entity to members that are or could be eligible for the ACS
      network.  In addition, HSPC agrees to re-issue, by June 30,
      2009 all cards previously issued to members that are eligible for the ACS
      network with replacement cards including the ACS
  logo.
  a)
                The
      ACS logo will be displayed in a mutually agreeable fashion, subordinated
      to the Health Smart and/or payor logos, as
  applicable.
  b)
                This
      will only apply where HealthSmart is responsible for producing the
      cards.
  
  c)
                The
      program will be initiated no later than March 31, 2009, with cards
      being issued by June 30, 2009.
  d)
                HSPC
      will be responsible for the reasonable incremental cost of issuing and
      reissuing cards as described above.  This includes the cost of
      adding the logo to the card and printing and mailing the
    card.
  8)
                The
      ACS logo will also be included in the member directories, with the
      providers identified as an ACS provider.  This will be done in a
      mutually agreeable fashion, subordinated to the Health Smart logos as
      appropriate.
  a)
                The
      directory will include any web based or internet accessed directories
      prepared for participating HSPC members or
  companies.
  b)
                HSPC
      will be responsible for the reasonable incremental cost of preparing the
      member directories as described above.  This includes the cost
      of adding the logo to the directories and printing and mailing the
      directories, if applicable.
  9)
                The
      parties further agree to use good faith efforts to cooperate on a number
      of projects the parties have identified to be mutually
      beneficial.  Such projects include but are not limited to the
      Anci-Select,  Anci-Concierge, and Anci-Card programs currently
      under development by ACS.
  10)
                In
      the case of any disputes or issues that may arise in connection with the
      respective rights and/or obligations of the parties under the Agreement,
      arbitration will be entered into in Dallas, Texas.  Each party
      will notify the other, in writing, of the name of its representative(s)
      who will have primary responsibility for communications with the other
      party.  If such representatives are unable to resolve the
      dispute within 60 days of a party’s written notice of a dispute, either
      party may demand submission of the issue to arbitration before a single
      arbitrator in accordance with the Alternative Dispute Resolution Service
      Rules of Procedure for Arbitration, as published by the American Health
      Lawyers Association.  The party requesting such arbitration
      shall pay the arbitrator’s fee.  The decision of the
      representatives or, if applicable, the arbitrator, shall be final and
      binding upon the parties.
  11)
                Except
      as otherwise stated herein, all remaining terms of the Service Provider
      Agreement, as previously amended, shall remain unmodified and in full
      force and effect.
  
 
 [SIGNATURE
PAGE FOLLOWS]
  
  IN
WITNESS WHEREOF, ACS, HealthSmart, and Parent acting through their authorized
representatives, have signed as indicated below to signify acceptance and
agreement to all of the terms and conditions contained herein.
  AMERICAN
      CARESOURCE
                  HOLDINGS,
      INC.
                
                HEALTHSMART
      PREFERRED
                  CARE
      II, L.P./s/
      David S. Boone
                
                IllegibleSignature
                
                SignatureDavid
      S. Boone
                
                IllegiblePrinted
      Name
                
                Printed
      Name12/31/08
                
                12/31/08Date
                
                DateHEALTHSMART
      HOLDINGS, INC.,
                  on
      behalf of itself and the Affiliated EntitiesIllegibleSignatureIllegiblePrinted
      Name12/31/08Date