Exhibit
10.09














February
25, 2008





Rost
Ginevich





Dear
Rost:





American
CareSource is pleased to offer you the position of Chief Information Officer. In
this position you will be reporting to me.





The
following are the compensation and benefit components of our offer:





·
            The
      salary offered for this position is $175,000 annually, paid
      bi-monthly.





·
            You
      will be eligible for our standard employee benefit package as outlined in
      our employee handbook.





·
            50%
      bonus potential based on the achievement of Board approved Company goals
      and personal goals set by you and me shortly after your start
      date.





·
            Your
      equity participation is 110,000 stock options with a strike price at the
      closing price on the day the grant is approved by the Board of
      Directors.  The details are outlined below in a separate
      paragraph.





·
            Four
      weeks of vacation accrued per year.





·
            In
      the event of a termination resulting from a Change of Control, the Company
      will pay employee a lump sum equal to three (3) 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 three (3) months under the current
      plan.





·
            The
      Company will reimburse reasonable expenses associated with a health club
      membership.





·
            You
      will be reimbursed for normal and customary business expenses as allowed
      in our employee handbook.





·
            The
      company will reimburse reasonable and customary expenses associated with a
      mobile phone used for business purposes according to our
      policy.










·
            Employee
      will be reimbursed for the COBRA ADD and LTD payments for 90
      days.





Your
start date for work with American CareSource will be March 10, 2008, at our
Dallas office (5429 Lyndon B. Johnson Freeway, Suite 700, Dallas, TX
75040).  This offer is contingent on you successfully passing a
background check and 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.





As part
of your compensation, you 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 participation of 110,000 options with
a strike price at the closing price of the next Board of Directors meeting or
formal Board approval, whichever occurs first.  This grant will vest
25% on your first anniversary, with the balance vesting monthly over 36 months
beginning in the 13th month
of service.  In the event of a change in control, your options will
vest 100%.





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.  You will be eligible
to enroll in medical, dental, vision, and other benefits on the first of the
month following 90 days of employment with American CareSource Holdings,
Inc.





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 documentation are listed on the Form I-9 of the Immigration and
Naturalization Service. Please contact me if you have any questions about which
documents are acceptable to verify your identity and eligibility to work in the
United States.





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,





/s/David
S. Boone





David S.
Boone


President
and Chief Executive Officer








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





/s/ Rost A.
      Ginevich
              
              March 6,
    2008Signature
              
              Date