##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION
13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the transition period from  to
 Commission file number 000-30326
 FIRST PHYSICIANS CAPITAL GROUP, INC.
  DELAWARE
    
    77-0557617(State or other jurisdiction 
of incorporation or organization)
    
    (I.R.S. Employer
Identification No.)433 North Camden Drive #810Beverly Hills, California
    
    90210(Address of principal executive offices)
    
    (Zip Code)
 (310) 860-2501
  þ o
  o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
  o þ
 Number of shares of common stock outstanding as of February 18, 2010
    
    
    15,045,757




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##### 



TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Condensed Consolidated Balance Sheets
December 31, 2009 (Unaudited) and September 30, 2009
    
    
    3Condensed Consolidated Statements of Operations (Unaudited)
Three months ended December 31, 2009 and December 31, 2008
    
    
    5Condensed Consolidated Statements of Cash Flows (Unaudited)
Three months ended December 31, 2009 and December 31, 2008
    
    
    6Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 4T. Controls and Procedures
    
    
    24PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    25Item 1A. Risk Factors
    
    
    25Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    25Item 3. Defaults upon Senior Securities
    
    
    25Item 4. Submission of Matters to a Vote of Security Holders
    
    
    25Item 5. Other Information
    
    
    25Item 6. Exhibits
    
    
    25Signatures
    
    
    32Exhibit Index
    
    
    33Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



PART I
FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 FIRST PHYSICIANS CAPITAL GROUP, INC.
 
   December 31,
    
    
    September 30,2009
    
    
    2009(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,582
    
    
    $
    2,324Restricted cash
    
    
    1,524
    
    
    
    1,523Accounts receivable, net of allowance for uncollectible accounts
    
    
    4,441
    
    
    
    4,891Prepaid expenses
    
    
    409
    
    
    
    111Other current assets
    
    
    1,529
    
    
    
    1,772Total current assets
    
    
    9,485
    
    
    
    10,621Property and equipment, net
    
    
    16,793
    
    
    
    17,033Goodwill
    
    
    759
    
    
    
    759Other assets
    
    
    1,016
    
    
    
    1,078Total assets
    
    $
    28,053
    
    
    $
    29,491LIABILITIES, PREFERRED STOCK AND SHAREHOLDERS DEFICITCurrent Liabilities:Accounts payable
    
    $
    3,854
    
    
    $
    3,598Accrued expenses
    
    
    2,923
    
    
    
    3,515Notes payable
    
    
    4,356
    
    
    
    4,309Current maturities of long-term debt
    
    
    1,033
    
    
    
    1,028Total current liabilities
    
    
    12,166
    
    
    
    12,450Long-term debt, net of current portion
    
    
    12,230
    
    
    
    12,441Commitments and contingencies
   3




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##### Table of Contents



FIRST PHYSICIANS CAPITAL GROUP, INC.
 December 31,
    
    
    September 30,2009
    
    
    2008(Unaudited)Non-redeemable Preferred Stock:Preferred stock Series 1-A ($0.01 par value, 67,600 shares
authorized; 67,600 shares issued and outstanding as of December 31,
2009 and September 30, 2009)
    
    
    166
    
    
    
    166Preferred stock Series 2-A ($0.01 par value, 3,900 shares authorized;
3,900 shares issued and outstanding as of December 31, 2009 and
September 30, 2009)
    
    
    25
    
    
    
    25Total non-redeemable preferred stock
    
    
    191
    
    
    
    191Redeemable preferred stock:Preferred stock Series 5-A ($0.01 par value, 9,000 shares authorized;
9,000 and 8,987 shares issued and outstanding as of December 31,
2009 and September 30, 2009, respectively)
    
    
    7,832
    
    
    
    7,819Preferred stock Series 6-A ($0.01 par value, 5,000 shares authorized;
4,875 and 4,957 shares issued and outstanding as of December 31, 2009
and September 30, 2009, respectively)
    
    
    4,381
    
    
    
    4,463Total redeemable preferred stock
    
    
    12,213
    
    
    
    12,282Common stock ($0.01 par value, 100,000,000 shares authorized;
14,864,357 and 13,448,683 shares issued and outstanding as of
December 31, 2009 and September 30, 2009, respectively)
    
    
    150
    
    
    
    136Additional paid-in capital
    
    
    78,316
    
    
    
    77,109Accumulated deficit
    
    
    (88,286
    )
    
    
    (86,122
    )Treasury stock, at cost (93,494 shares as of December 31, 2009 and
September 30, 2009)
    
    
    (79
    )
    
    
    (79
    )Total First Physicians Capital Group shareholders deficit
    
    
    (9,899
    )
    
    
    (8,956
    )Noncontrolling interests
    
    
    1,152
    
    
    
    1,083Total shareholders deficit
    
    
    (8,747
    )
    
    
    (7,873
    )Total liabilities, preferred stock and shareholders deficit
    
    $
    28,053
    
    
    $
    29,491
   4




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##### Table of Contents



FIRST PHYSICIANS CAPITAL GROUP, INC.
 
    Three months endedDecember 31,
    
    
    December 31,2009
    
    
    2008Revenue from services
    
    $
    10,328
    
    
    $
    10,821Costs and expenses:Selling, general and administrative
expenses
    
    
    9,715
    
    
    
    9,970Provision for doubtful accounts
    
    
    1,683
    
    
    
    1,003Amortization of stock-based
compensation
    
    
    278
    
    
    
    308Depreciation and amortization
    
    
    319
    
    
    
    231Total costs and expenses
    
    
    11,995
    
    
    
    11,512Operating loss
    
    
    (1,667
    )
    
    
    (691
    )Other income (expense)
    
    
    436
    
    
    
    39Interest expense
    
    
    (706
    )
    
    
    (172
    )Net loss from operations before taxation and
non-cash beneficial conversion feature
    
    
    (1,937
    )
    
    
    (824
    )Taxation
    
    
    
    
    
    
    Net loss
    
    
    (1,937
    )
    
    
    (824
    )Net income attributable to Noncontrolling interests
    
    
    (180
    )
    
    
    (94
    )Net loss attributable to First Physicians Capital
Group
    
    
    (2,117
    )
    
    
    (918
    )Non-cash beneficial conversion feature preferred
dividend
    
    
    (47
    )
    
    
    Net loss attributable to First Physicians Capital
Group common shareholders
    
    $
    (2,164
    )
    
    $
    (918
    )Net loss per common share:Basic
    
    $
    (0.15
    )
    
    $
    (0.09
    )Diluted
    
    
    N/A
    
    
    
    N/A
   5




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FIRST PHYSICIANS CAPITAL GROUP, INC.
 
    Three months endedDecember 31,
    
    
    December 31,2009
    
    
    2008Cash flows from operating activities:Net loss
    
    $
    (2,117
    )
    
    $
    (918
    )Adjustments to reconcile net loss to net cash used
in operating activities:Noncontrolling interest
    
    
    180
    
    
    
    94Depreciation and amortization
    
    
    319
    
    
    
    231Amortization of stock based compensation
    
    
    278
    
    
    
    308Amortization of debt discount
    
    
    359
    
    
    
    Bad debt provision
    
    
    1,683
    
    
    
    1,003Changes in working capital components:Accounts receivable
    
    
    (1,233
    )
    
    
    (1,484
    )Accounts payable and accrued expenses
    
    
    (336
    )
    
    
    19Others
    
    
    6
    
    
    
    (809
    )Net cash used in operating activities
    
    
    (861
    )
    
    
    (1,556
    )Cash flows from investing activities:Purchase of property and equipment
    
    
    (79
    )
    
    
    (3,427
    )Acquisition of subsidiaries, net of cash acquired
    
    
    
    
    
    
    (50
    )Increase in restricted cash
    
    
    (1
    )
    
    
    Net cash used in investing activities
    
    
    (80
    )
    
    
    (3,477
    )Cash flows from financing activities:Repayment of notes
    
    
    (363
    )
    
    
    (4,838
    )Distributions to noncontrolling interests
    
    
    (112
    )
    
    
    Proceeds from exercise of stock warrants
    
    
    389
    
    
    
    Issuance of common stock
    
    
    100
    
    
    
    Issuance of preferred stock Series 5-A, net of costs
    
    
    13
    
    
    
    Issuance of preferred stock Series 6-A, net of costs
    
    
    43
    
    
    
    Proceeds from long-term debt
    
    
    129
    
    
    
    8,346Net cash provided by financing activities
    
    
    199
    
    
    
    3,508Net decrease in cash and cash equivalents
    
    
    (742
    )
    
    
    (1525
    )Cash and cash equivalents at beginning of period
    
    
    2,324
    
    
    
    2,970Cash and cash equivalents at end of period
    
    $
    1,582
    
    
    $
    1,445Cash paid for interest
    
    $
    334
    
    
    $
    142
     6




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##### Table of Contents



1. Summary of Significant Accounting Policies
 Basis of Presentation
 Company we, us our Form 10-K SEC
    Name Change
 RHA
  Future Funding
    Del Mar Ambulatory Surgical Center
  7




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##### Table of Contents



Reclassifications
  Critical Accounting Policies
 Fiscal Year Ended September 30, 2009
 Recent Accounting Pronouncements
 FASB
    ASC GAAP
  8




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Fair Value of Financial Instruments
  2. Net Loss Per Share
 Three Months ended(in thousands)December 31,
    
    
    December 31,2009
    
    
    2008Numerator for basic and diluted loss
per share:Net loss attributable to common
shareholders
    
    $
    (2,164
    )
    
    $
    (918
    )Denominator for basic (loss)/profit
per share  weighted average shares
    
    
    14,182,308
    
    
    
    10,322,929Effect of dilutive shares:Employee stock options
    
    
    N/A
    
    
    
    N/APreferred stock
    
    
    N/A
    
    
    
    N/AWarrants
    
    
    N/A
    
    
    
    N/ANet (loss)/profit per common share:Basic and diluted
    
    $
    (0.15
    )
    
    $
    (0.09
    )
  3. Accounts Receivable
  December 31,
    
    
    September 30,2009
    
    
    2009Gross patient accounts receivable
    
    $
    20,546
    
    
    $
    18,470Reserves for bad debt
    
    
    (5,081
    )
    
    
    (3,842
    )Reserves for contractual allowances
    
    
    (11,024
    )
    
    
    (9,737
    )Patient accounts receivable, net
    
    $
    4,441
    
    
    $
    4,891
 4. Other Current Assets
  December 31,
    
    
    September 30,2009
    
    
    2009Deposits
    
    $
    121
    
    
    $
    120Medical supplies
    
    
    501
    
    
    
    510Other receivables
    
    
    907
    
    
    
    1,142Total other current assets
    
    $
    1,529
    
    
    $
    1,772
 5. Property and Equipment
  December 31,
    
    
    September 30,2009
    
    
    2009Computer hardware
    
    $
    95
    
    
    $
    92Furniture, fixtures and medical equipment
    
    
    4,557
    
    
    
    4,458Land
    
    
    834
    
    
    
    834Buildings
    
    
    13,441
    
    
    
    13,340Construction in progress
    
    
    
    
    
    
    124Leasehold improvements
    
    
    944
    
    
    
    944Accumulated depreciation
    
    
    (3,078
    )
    
    
    (2,759
    )Property and equipment, net
    
    $
    16,793
    
    
    $
    17,033
  9




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6. Acquisitions
  7. Bridge Financing
 Bridge Financing SMP Ciabattoni Bridge
Notes Bridge Lender Bridge Lenders
 Common
Stock
 Bridge Financing
Maturity Date
     10




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Second Bridge Notes Second Bridge Lenders
 Second Bridge
Maturity Date
  Darras Darras Note SFV SFV Note Katz Katz Note Third
Bridge Note Third Bridge Notes Third Bridge Lender Third
Bridge Lenders
 Third Bridge Maturity
Dates
    11




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##### Table of Contents



Unregistered Sales of Equity Securities
 Series 5-A Preferred Stock
 8. Long-term Debt
  December 31,
    
    
    September 30,2009
    
    
    2009Note payable, secured by equipment, $4,558 payable monthly,
including 8.25% interest through September 2011
    
    $
    76
    
    
    $
    898% Notes payable to prior shareholders for stock repurchases,
eleven notes outstanding at September 30, 2009, unsecured,
maturity dates ranging from 2010 through 2017
    
    
    249
    
    
    
    260Note payable, secured by equipment, $2,825 payable monthly,
including 13.6% interest through April 2010
    
    
    6
    
    
    
    14Note payable secured by real estate, $27,513 payable monthly,
including interest based on Wall Street Journal prime plus 2%
adjusted quarterly, floor of 7%, rate is currently 7%,
matures November 2028
    
    
    3,431
    
    
    
    3,453Note payable secured by real estate, $34,144 payable monthly,
including interest based on Wall Street Journal prime plus 2%
adjusted quarterly, floor of 7%, rate is currently 7%,
matures November 2024
    
    
    3,473
    
    
    
    3,513Note payable secured by real estate, $9,327 payable monthly,
including interest based on Wall Street Journal prime plus 2%
adjusted quarterly, floor of 7%, rate is currently 7%,
matures November 2028
    
    
    1,157
    
    
    
    1,164Note payable, secured by equipment, $2,660 payable monthly
including 5.3% interest through March 2013
    
    
    92
    
    
    
    99Note payable, 5% interest payable quarterly, unsecured,
matures on or before December 11, 2011
    
    
    1,500
    
    
    
    1,500Capitalized lease obligations  five leases for buildings
and medical equipment with imputed interest rates ranging
from 4% to 17.2%, maturing at various dates through 2013
    
    
    278
    
    
    
    300Note payable, secured by equipment, $2,413 payable monthly,
including 7.04% interest through March 2011
    
    
    32
    
    
    
    39
  12




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##### Table of Contents



December 31,
    
    
    September 30,2009
    
    
    2009Note payable, secured by equipment, $7,530 payable monthly,
including 6.75% interest through June 15, 2013
    
    
    280
    
    
    
    298Note payable, secured by equipment, $5,116 payable monthly,
including 7.05% interest through March, 2011
    
    
    69
    
    
    
    83Note payable, 16% interest, unsecured, matures on or before
December 3, 2012, face value $1.5 million less beneficial
conversion feature and debt discount of $69,000 at December
31, 2009 and $84,000 at September 30, 2009
    
    
    1,431
    
    
    
    1,416Note payable, unsecured, non-interest bearing purchase
obligation, annual payments of $50,000, August 2010, $33,333,
August 2011, $33,333, August 2012 and $33,334, August 2013
    
    
    150
    
    
    
    150Note payable, unsecured, 11.25% interest, matures October 2012
    
    
    979
    
    
    
    1,027Note payable, secured by equipment, $1,567 payable monthly,
including 6.75% interest through July 2013
    
    
    60
    
    
    
    64Total
    
    
    13,263
    
    
    
    13,469Less current maturities of long-term debt
    
    
    (1,033
    )
    
    
    (1,028
    )Total long-term debt
    
    $
    12,230
    
    
    $
    12,441
  December 31,
    
    Payments2010
    
    $
    1,0332011
    
    
    2,9892012
    
    
    8672013
    
    
    1,5002014
    
    
    417Thereafter
    
    
    6,457Total
    
    $
    13,263
 9. Noncontrolling Interests
    13




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10. Warrants
  Remaining
    
    ExerciseDescription
    
    Life
    
    Price
    
    
    WarrantsSeptember 30, 2007 Preferred Stock Series 5-A warrants
issued to investor
    
    1  year
    
    $
    0.50
    
    
    
    206,400September 30, 2007 warrants issued to advisory board
    
    1  year
    
    
    0.45
    
    
    
    125,000September 30, 2008 warrants issued in connection with
notes payable
    
    2  years
    
    
    0.31
    
    
    
    1,980,000September 30, 2008 warrants issued in connection with
notes payable
    
    2  years
    
    
    0.50
    
    
    
    1,237,500September 30, 2008 Preferred Stock Series 5-A warrants
issued to investor and placement agent
    
    2  years
    
    
    0.50
    
    
    
    2,736,000September 30, 2008 Preferred Stock Series 6-A warrants
issued to investor
    
    2  years
    
    
    0.50
    
    
    
    3,589,200September 30, 2008 Preferred Stock Series 5-A warrants
issued to placement agent
    
    4  years
    
    
    0.50
    
    
    
    436,250February 6, 2009 warrants issued in connection with
notes payable
    
    3  years
    
    
    0.50
    
    
    
    1,125,000February 6, 2009 warrants issued in connection with
notes payable
    
    3  years
    
    
    0.75
    
    
    
    750,000March 3, 2009 warrants issued in connection with notes
payable
    
    3  years
    
    
    0.50
    
    
    
    375,000March 3, 2009 warrants issued in connection with notes
payable
    
    3  years
    
    
    0.75
    
    
    
    250,000March 16, 2009 warrants issued to advisory board
    
    3  years
    
    
    0.63
    
    
    
    41,667March 31, 2009 warrants issued in connection with
notes payable
    
    3  years
    
    
    0.50
    
    
    
    112,500March 31, 2009 warrants issued in connection with
notes payable
    
    3  years
    
    
    0.75
    
    
    
    75,000April 14, 2009 warrants issued in connection with
notes payable
    
    3  years
    
    
    0.50
    
    
    
    37,500April 14, 2009 warrants issued in connection with
notes payable
    
    3  years
    
    
    0.75
    
    
    
    25,000June 8, 2009 Preferred Stock Series 6-A warrants
issued to investor
    
    3  years
    
    
    0.50
    
    
    
    210,000June 10, 2009 warrants issued to Medical Advisory Board
    
    3  years
    
    
    0.63
    
    
    
    50,000October 19, 2009 Preferred Stock Series 5-A warrants
issued to investor
    
    2 years
    
    
    0.50
    
    
    
    25,800October 19, 2009 Preferred Stock Series 6-A warrants
issued to investor
    
    2 years
    
    
    0.50
    
    
    
    4,200November 6, 2009 warrants issued in connection with
notes payable
    
    3 years
    
    
    0.50
    
    
    
    375,000November 6, 2009 warrants issued in connection with
notes payable
    
    3 years
    
    
    0.75
    
    
    
    250,000December 3, 2009 warrants issued in connection with
notes payable
    
    3 years
    
    
    0.50
    
    
    
    125,000December 3, 2009 warrants issued in connection with
notes payable
    
    3 years
    
    
    0.75
    
    
    
    83,331December 2, 2009 warrants issued in connection with
issuance of common stock
    
    2 years
    
    
    0.50
    
    
    
    60,000December 14, 2009 Preferred Stock Series 6-A warrants
issued to investor
    
    2 years
    
    
    0.50
    
    
    
    3,600December 31, 2009 warrants issued in connection with
notes payable
    
    3 years
    
    
    0.50
    
    
    
    37,500December 31, 2009 warrants issued in connection with
notes payable
    
    3 years
    
    
    0.75
    
    
    
    24,99914,351,447
  14




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Weighted-AverageNumber of Shares of Common Stock
    
    
    Exercise Price Per ShareThree months
    
    
    
    
    
    
    Three monthsended
    
    
    Year ended
    
    
    ended
    
    
    Year endedDecember 31,
    
    
    September 30,
    
    
    December 31,
    
    
    September 30,2009
    
    
    2009
    
    
    2009
    
    
    2009Warrants
outstanding at
beginning of the
period
    
    
    14,405,435
    
    
    
    11,795,035
    
    
    $
    0.49
    
    
    $
    0.46Issued
    
    
    989,430
    
    
    
    3,235,000
    
    
    
    0.59
    
    
    
    0.60Reinstated
    
    
    
    
    
    
    166,400
    
    
    
    
    
    
    
    0.48Exercised
    
    
    (864,285
    )
    
    
    (525,000
    )
    
    
    0.45
    
    
    
    0.50Cancelled or expired
    
    
    
    
    
    
    (266,000
    )
    
    
    
    
    
    
    0.48Warrants
outstanding at end
of the period
    
    
    14,530,580
    
    
    
    14,405,435
    
    
    $
    0.50
    
    
    $
    0.49
  11. Stock Options
   Weighted-AverageNumber of Options
    
    
    Exercise Price Per ShareDecember 31,
    
    
    Sep. 30,
    
    
    December 31,
    
    
    Sep. 30,2009
    
    
    2009
    
    
    2009
    
    
    2009Options outstanding at
beginning of the
period
    
    
    8,249,002
    
    
    
    7,333,750
    
    
    $
    0.62
    
    
    $
    0.59Granted at above fair
market value
    
    
    500,000
    
    
    
    1,839,390
    
    
    
    0.63
    
    
    
    0.63 at fair market value
    
    
    
    
    
    
    
    
    
    
    
    
    
    
     at below fair
market value
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cancelled
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    (75,996
    )
    
    
    (924,138
    )
    
    
    0.63
    
    
    
    0.40Options outstanding at
end of the period
    
    
    8,673,006
    
    
    
    8,249,002
    
    
    $
    0.62
    
    
    $
    0.62Options
vested/exercisable at
end of the period
    
    
    2,230,880
    
    
    
    2,037,613
    
    
    $
    0.59
    
    
    $
    0.59
  15




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12. Subsequent Events
 Exercise of Warrants
 Warrant Exercise Shares Securities Act
 SPMC Sale/Leaseback
 SPMC Purchase Agreement SPA SPMC
Building Property Purchase Price
       Decrease of Series 7-A Convertible Preferred Stock
 7-A Preferred
 Bridge
Notes Extension
    16




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##### Table of Contents



Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  FORWARD LOOKING STATEMENTS
  OVERVIEW
 www.firstphysicianscapitalgroup.com
    CURRENT OPERATIONS
     17




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STRATEGY
        18




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RECENT DEVELOPMENTS
 Exercise of Warrants
    Departure of Chief Financial Officer and Director
  Bridge Financing
      19




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20




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Decrease of Series 7-A Convertible Preferred Stock
  SPMC Sale/Leaseback
         21




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RESULTS OF OPERATIONS
 MATERIAL CHANGES IN RESULTS OF OPERATIONS
              22




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MATERIAL CHANGES IN FINANCIAL CONDITION  AT DECEMBER 31, 2009, COMPARED TO 
SEPTEMBER 30, 2009:
                 LIQUIDITY AND CAPITAL RESOURCES
   23




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OFF-BALANCE SHEET FINANCING
  
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 Item 4T. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
 Changes in Internal Control Over Financial Reporting
  24




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##### Table of Contents



PART II
OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
  
 Item 1A. RISK FACTORS
  
 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 Item 3. DEFAULTS UPON SENIOR SECURITIES
  
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 Item 5. OTHER INFORMATION
  
 Item 6. EXHIBITS
  Exhibit No.
    
    Description2.1
    *
    
    Membership Interest Purchase Agreement (filed as Exhibit 2.1 to the Form 8-K, as filed with the SEC on November 5, 2007)3.1
    *
    
    Certificate of Incorporation (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on November 14, 2000)3.2
    *
    
    Amended and Restated Bylaws dated October 25, 2002 (filed as Exhibit 3.2 to the Form 8-K, as filed with the SEC on October 28, 2002)3.3
    *
    
    Certificate of Designation of Rights and Preferences of Series 2-A Convertible Preferred Stock filed November 8, 2000 (filed as Exhibit 4.1 to the Form 8-K, as filed
with the SEC on November 14, 2000)3.4
    *
    
    Certificate of Merger filed November 8, 2000, merging Vsource, Inc. (a Nevada corporation) with and into the Vsource, Inc. (a Delaware corporation) (filed as Exhibit
4.2 to the Form 8-K, as filed with the SEC on November 14, 2000)
  25




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Exhibit No.
    
    Description3.5
    *
    
    Agreement and Plan of Merger dated as of December 14, 2000, among the Registrant, OTT Acquisition Corp., Online Transaction Technologies, Inc. and its Shareholders
(filed as Exhibit 10.11 to the Form 10-Q, as filed with the SEC on December 15, 2000)3.6
    *
    
    Certificate of Designation of Rights and Preferences of Series 3-A Convertible Preferred Stock filed June 20, 2001 (filed as Exhibit 4.1 to the Form 8-K, as filed with
the SEC on July 2, 2001)3.7
    *
    
    Amendment to Certificate of Incorporation, dated January 16, 2002 (filed as Exhibit 3.3 to the Form 8-K, as filed with the SEC on January 23, 2002)3.8
    *
    
    Certificate of Designation of Rights and Preferences of Series 4-A Convertible Preferred Stock (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on October
28, 2002)3.9
    *
    
    Amendment to Certificate of Incorporation, dated November 20, 2002 (filed as Exhibit 3.1 to the Form 10-Q for the period ending October 31, 2002, as filed with the SEC
on December 5, 2002)3.10
    *
    
    Certificate of Designation of Rights and Preferences of Series 5-A Convertible Preferred Stock (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on July 21,
2005)3.11
    *
    
    Amendment to Certificate of Incorporation, dated December 16, 2005 (filed as Exhibit 3.5 to the Form 10-Q for the period ending October 31, 2005, as filed with the SEC
on December 20, 2005)3.12
    *
    
    Certificate of Amendment to the Certificate of Designation of Rights and Preferences Series 5-A Convertible Preferred Stock filed January 10, 2008 (filed as Exhibit B
to the Form of Series 5-A Preferred Stock and Warrant Purchase Agreement, filed as Exhibit 10.52 herein)3.13
    *
    
    Certificate of Designation of Rights and Preferences of Series 6-A Convertible Preferred Stock filed April 2, 2008 (filed as Exhibit 3.1 to the Form 8-K, as filed with
the SEC on April 3, 2008)3.14
    *
    
    Certificate of Amendment to the Certificate of Designation of Rights and Preferences of Series 5-A Convertible Preferred Stock filed May 15, 2008 (filed as Exhibit 4.2
to the Form 10-Q, as filed with the SEC on May 20, 2008)3.15
    *
    
    Certificate of Amendment to the Certificate of Designation of Rights and Preferences of Series 6-A Convertible Preferred Stock filed May 15, 2008 (filed as Exhibit B
to the Form of Series 6-A Preferred Stock and Warrant Purchase Agreement, filed as Exhibit 10.54 herein)3.16
    *
    
    Amendment to Certificate of Incorporation, dated September 29, 2009 (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on October 1, 2009)3.17
    *
    
    Certificate of Decrease of Shares Designated as Series 7-A Convertible Preferred Stock, dated and filed January 22, 2010 (filed as Exhibit 3.1 to the Form 8-K, as
filed with the SEC on January 28, 2010)4.1
    *
    
    Certificate of Decrease of Shares Designated as Series 1-A Convertible Preferred Stock (filed as Exhibit 4.1 to the Form 8-K, as filed with the SEC on July 13, 2005)4.2
    *
    
    Certificate of Decrease of Shares Designated as Series 2-A Convertible Preferred Stock (filed as Exhibit 4.2 to the Form 8-K, as filed with the SEC on July 13, 2005)4.3
    *
    
    Certificate of Decrease of Shares Designated as Series 3-A Convertible Preferred Stock (filed as Exhibit 4.3 to the Form 8-K, as filed with the SEC on July 13, 2005)4.4
    *
    
    Certificate of Decrease of Shares Designated as Series 4-A Convertible Preferred Stock (filed as Exhibit 4.4 to the Form 8-K, as filed with the SEC on July 13, 2005)4.5
    *
    
    Series 5-A Preferred Stock and Warrant Purchase Agreement, dated as of July 7, 2005, by and among Vsource, Inc. and the investors listed therein (filed as Exhibit 4.1
to the Form 8-K, as filed with the SEC on July 21, 2005)
  26




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Exhibit No.
    
    Description4.6
    *
    
    Form of Warrant (filed as Exhibit 4.2 to Form 8-K, filed with the SEC on July 21, 2005)4.7
    *
    
    Form of Warrant (filed as Exhibit 4.2 to Form 8-K, filed with the SEC on August 23, 2005)4.8
    *
    
    Series 5-A Preferred Stock and Warrant Purchase Agreement, dated as of September, 18, 2006, by and among First Physicians Capital Group, Inc. and certain Series 5-A
Preferred Stock Investors (filed as Exhibit 4.1 to the Form 8-K, as filed with the SEC on September 22, 2006)4.9
    *
    
    Form of Warrant (filed as Exhibit 4.2 to Form 8-K, filed with the SEC on September 22, 2006)4.10
    *
    
    Amended and Restated Articles of Organization of Rural Hospital Acquisition LLC (filed as Exhibit 4.1 to the Form 8-K, as filed with the SEC on November 5, 2007)4.11
    *
    
    Amended and Restated Operating Agreement Rural Hospital Acquisition LLC (filed as Exhibit 4.2 to the Form 8-K, as filed with the SEC on November 5, 2007)4.12
    *
    
    Form of Extension of Warrant, dated July 18, 2007 (filed as Exhibit 4.1 to Form 8-K as filed with the SEC on December 18, 2008)10.1
    *
    
    Form of First Group Notes (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on November 2, 2007)10.2
    *
    
    Form of Second Group Notes (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on November 2, 2007)10.3
    *
    
    Form of First Group Warrants (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on November 2, 2007)10.4
    *
    
    Form of Second Group Warrants (filed as Exhibit 10.4 to the Form 8-K, as filed with the SEC on November 2, 2007)10.5
    *
    
    Form of Limited Guaranty by Tri-Isthmus Group, Inc. (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on November 5,
2007)10.6
    *
    
    Employment Agreement of Dennis M. Smith, dated effective as of October 10, 2007 (filed as Exhibit 10.1 to the Form 8-K, as filed
with the SEC on December 21, 2007)10.7
    *
    
    Option Agreement of Dennis M. Smith, dated effective as of October 10, 2007 (filed as Exhibit 10.2 to the Form 8-K, as filed with
the SEC on December 21, 2007)10.8
    *
    
    Series 5-A Preferred Stock and Warrant Purchase Agreement, dated January 14, 2008 (filed as Exhibit 10.1 to the Form 8-K, as filed
with the SEC on January 22, 2008)10.9
    *
    
    Form of Investor Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on January 22, 2008)10.10
    *
    
    Form of Warrant issued to SMP Investments I, LLC (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on March 26, 2008)10.11
    *
    
    Series 6-A Preferred Stock and Warrant Purchase Agreement, dated March 31, 2008 (filed as Exhibit 10.1 to the Form 8-K, as filed
with the SEC on April 3, 2008)10.12
    *
    
    Form of Investor Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on April 3, 2008)
  27




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Exhibit No.
    
    Description10.13
    *
    
    Form of Waveland Warrant (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on April 3, 2008)10.14
    *
    
    Agreement and Plan of Merger, dated April 24, 2008 (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on April 30, 2008)10.15
    *
    
    Form of Series 5-A Preferred Stock and Warrant Purchase Agreement (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on
May 7, 2008)10.16
    *
    
    Form of Warrant issued to each of SMP Investments I, LLC and Ciabattoni Living Trust dated August 17, 2000 (filed as Exhibit 10.2
to the Form 8-K, as filed with the SEC on May 7, 2008)10.17
    *
    
    Form of Letter Agreement for the issuance of shares of Series 6-A Convertible Preferred Stock in complete satisfaction of that
certain convertible promissory note dated as of October 29, 2007 between Tri-Isthmus Group, Inc., Surgical Center Acquisition
Holdings, Inc., Del Mar Acquisition, Inc., Del Mar GenPar, Inc., Point Loma Acquisition, Inc., and Point Loma GenPar, Inc. (filed
as Exhibit 10.3 to the Form 8-K, as filed with the SEC on May 7, 2008)10.18
    *
    
    Series 6-A Preferred Stock and Warrant Purchase Agreement, dated May 29, 2008 (filed as Exhibit 10.1 to the Form 8-K, as filed
with the SEC on June 4, 2008)10.19
    *
    
    Form of Investor Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on June 4, 2008)10.20
    *
    
    Employment Agreement of David Hirschhorn, dated as of July 1, 2008 (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC
on July 7, 2008)10.21
    *
    
    Form of Option Grant Agreement of David Hirschhorn, dated as of July 1, 2008 (filed as Exhibit 10.2 to the Form 8-K, as filed with
the SEC on July 7, 2008)10.22
    *
    
    Series 6-A Preferred Stock and Warrant Purchase Agreement, dated September 8, 2008 (filed as Exhibit 10.1 to the Form 8-K, as
filed with the SEC on September 12, 2008)10.23
    *
    
    Form of Investor Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on September 12, 2008)10.24
    *
    
    Employment Agreement of Thomas Rice, dated effective as of November 10, 2008 (filed as Exhibit 10.1 to the Form 8-K, as filed with
the SEC on November 14, 2008)10.25
    *
    
    Option Grant Agreement of Thomas Rice, dated effective as of November 10, 2008 (filed as Exhibit 10.2 to the Form 8-K, as filed
with the SEC on November 14, 2008)10.26
    *
    
    Form of Loan Agreement, effective November 6, 2008, among RHA Anadarko, LLC, Tri-Isthmus Group, Inc., Rural Hospital Acquisition,
LLC, First Physicians Community Healthcare Services, Inc., RHA Stroud, LLC, RHA Tishomingo, LLC, TSG Physicians Group, LLC, and
Canadian State Bank (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on December 17, 2008)10.27
    *
    
    Form of Loan Agreement, effective November 6, 2008, among RHA Stroud, LLC, Tri-Isthmus Group, Inc., Rural Hospital Acquisition,
LLC, First Physicians Community Healthcare Services, Inc., RHA Anadarko, LLC, RHA Tishomingo, LLC, TSG Physicians Group, LLC, and
Valliance Bank (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on December 17, 2008)10.28
    *
    
    Form of Loan Agreement, effective November 6, 2008, among RHA Tishomingo, LLC, Tri-Isthmus Group, Inc., Rural Hospital
Acquisition, LLC, First Physicians Community Healthcare Services, Inc., RHA Stroud, LLC, RHA Anadarko, LLC, TSG Physicians Group,
LLC, and Canadian State Bank (filed as Exhibit 10.4 to the Form 8-K, as filed with the SEC on December 17, 2008)
  28




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Exhibit No.
    
    Description10.29
    *
    
    Form of Promissory Note, effective November 6, 2008, by RHA Anadarko, LLC, in favor of Canadian State Bank (filed as Exhibit 10.5
to the Form 8-K, as filed with the SEC on December 17, 2008)10.30
    *
    
    Form of Promissory Note, effective November 6, 2008, by RHA Stroud, LLC, in favor of Valliance Bank (filed as Exhibit 10.6 to the
Form 8-K, as filed with the SEC on December 17, 2008)10.31
    *
    
    Form of Promissory Note, effective November 6, 2008, by RHA Tishomingo, LLC, in favor of Canadian State Bank (filed as Exhibit
10.7 to the Form 8-K, as filed with the SEC on December 17, 2008)10.32
    *
    
    USDA Guaranty Agreement, effective November 6, 2008, by RHA Anadarko, LLC, in favor of Canadian State Bank (filed as Exhibit 10.8
to the Form 8-K, as filed with the SEC on December 17, 2008)10.33
    *
    
    USDA Guaranty Agreement, effective November 6, 2008, by RHA Stroud, LLC, in favor of Valliance Bank (filed as Exhibit 10.9 to the
Form 8-K, as filed with the SEC on December 17, 2008)10.34
    *
    
    USDA Guaranty Agreement, effective November 6, 2008, by RHA Anadarko, LLC, in favor of Canadian State Bank (filed as Exhibit 10.10
to the Form 8-K, as filed with the SEC on December 17, 2008)10.35
    *
    
    Form of Promissory Note, dated December 11, 2008, by Rural Hospital Acquisition, LLC, in
favor of Carol Schuster (filed as Exhibit 10.11 to the Form 8-K, as filed with the SEC on
December 17, 2008)10.36
    *
    
    Form of Guaranty of Tri-Isthmus Group, Inc., dated December 11, 2008, in favor of Carol
Schuster (filed as Exhibit 10.12 to the Form 8-K, as filed with the SEC on December 17, 2008)10.37
    *
    
    Form of Convertible Promissory Note Issued in Favor of SMP Investments I, LLC (filed as
Exhibit 10.1 to the Form 8-K, as filed with the SEC on February 13, 2009)10.38
    *
    
    Form of Convertible Promissory Note Issued in Favor of Anthony J. Ciabattoni, Trustee of the
Ciabattoni Living Trust dated August 17, 2000 (filed as Exhibit 10.2 to the Form 8-K, as
filed with the SEC on February 13, 2009)10.39
    *
    
    Form of Warrant No. 108 (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on
February 13, 2009)10.40
    *
    
    Form of Warrant No. 109 (filed as Exhibit 10.4 to the Form 8-K, as filed with the SEC on
February 13, 2009)10.41
    *
    
    Form of Warrant No. 110 (filed as Exhibit 10.5 to the Form 8-K, as filed with the SEC on
February 13, 2009)10.42
    *
    
    Form of Warrant No. 111 (filed as Exhibit 10.6 to the Form 8-K, as filed with the SEC on
February 13, 2009)10.43
    *
    
    Form of Convertible Promissory Note (filed as Exhibit 10.1 to the Form 8-K, as filed with the
SEC on March 5, 2009)
  29




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Exhibit No.
    
    Description10.44
    *
    
    Form of Warrant (exercisable at $0.50 per share) issued to each of Michael Ciabattoni, Scott
Casey, Jean Heaton, Stephanie Heaton, Jennifer Heaton, Cobea Associates, LLC, William
Wallace, Trustee of the Wallace Family Revocable Trust dated April 23, 2001, Otto J.
Claricurzio, and Phillip J. Ciabattoni (filed as Exhibit 10.2 to the Form 8-K, as filed with
the SEC on March 5, 2009)10.45
    *
    
    Form of Warrant (exercisable at $0.75 per share) issued to each of Michael Ciabattoni, Scott
Casey, Jean Heaton, Stephanie Heaton, Jennifer Heaton, Cobea Associates, LLC, William
Wallace, Trustee of the Wallace Family Revocable Trust dated April 23, 2001, Otto J.
Claricurzio, and Phillip J. Ciabatton (filed as Exhibit 10.3 to the Form 8-K, as filed with
the SEC on March 5, 2009)10.46
    *
    
    Form of Convertible Promissory Note issued to each of Frank Darras, Trustee of the Darras
Family Trust, SFV, Incorporated, NFS LLC/FMTC Rol IRA FBO Neal Katz A/C LMG-001902 (filed as
Exhibit 10.1 to the Form 8-K, as filed with the SEC on April 20, 2009)10.47
    *
    
    Form of Warrant (exercisable at $0.50 per share) Frank Darras, Trustee of the Darras Family
Trust, SFV, Incorporated, NFS LLC/FMTC Rol IRA FBO Neal Katz A/C LMG-001902 (filed as Exhibit
10.2 to the Form 8-K, as filed with the SEC on April 20, 2009)10.48
    *
    
    Form of Warrant (exercisable at $0.75 per share) Frank Darras, Trustee of the Darras Family
Trust, SFV, Incorporated, NFS LLC/FMTC Rol IRA FBO Neal Katz A/C LMG-001902 (filed as Exhibit
10.3 to the Form 8-K, as filed with the SEC on April 20, 2009)10.49
    *
    
    Form of Series 6-A Preferred Stock and Warrant Purchase Agreement (filed as Exhibit 10.1 to
the Form 8-K, as filed with the SEC on June 12, 2009)10.50
    *
    
    Form of Investor Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on
June 12, 2009)10.51
    *
    
    Form of Medical Advisory Board Warrant (filed as Exhibit 10.3 to the Form 8-K, as filed with
the SEC on June 12, 2009)10.52
    *
    
    Form of Series 5-A Preferred Stock and Warrant Purchase Agreement, dated October 19, 2009
(filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on October 23, 2009)10.53
    *
    
    Form of Warrant issued in connection with 5-A (filed as Exhibit 10.2 to the Form 8-K, as
filed with the SEC on October 23, 2009)10.54
    *
    
    Form of Series 6-A Preferred Stock and Warrant Purchase Agreement, dated October 19, 2009
(filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on October 23, 2009)10.55
    *
    
    Form of Warrant issued in connection with 6-A (filed as Exhibit 10.4 to the Form 8-K, as
filed with the SEC on October 23, 2009)10.56
    *
    
    Form Subscription Agreement, dated December 3, 2009 (filed as Exhibit 10.1 to the Form 8-K,
as filed with the SEC on December 14, 2009)10.57
    *
    
    Form of Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on December 14,
2009)10.58
    *
    
    Real Property Purchase and Sale Agreement, by and between Southern Plains Associates, LLC and
Southern Plains Medical Center, Inc., dated December 16, 2009 (filed as Exhibit 10.1 to the
Form 8-K, as filed with the SEC on January 20, 2010)10.59
    *
    
    Form of USDA Loan Guaranty (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on
January 20, 2010)10.60
    *
    
    USDA Loan Agreement, by and among FB S. Plains Financing, LLC, James B. Swickey, David W.
Durrett, Capital Investors of Oklahoma, LLC, First Physicians Realty Group, LLC, Rural
Hospital Acquisition, LLC, Southern Plains Associates, L.L.C. and First Liberty Bank, dated
January 13, 2010 (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on January 20,
2010)
  30




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Exhibit No.
    
    Description10.61
    *
    
    First Amended and Restated Promissory Note, by and between FB S. Plains Financing, LLC and
First Liberty Bank, dated January 13, 2010 (filed as Exhibit 10.4 to the Form 8-K, as filed
with the SEC on January 20, 2010)14.1
    *
    
    Corporate Code of Business Conduct and Ethics for Directors, Executive Officers, and
Employees, dated effective as of April 22, 2008 (filed as Exhibit 14.1 to the Form 10-K, as
filed with the SEC on January 13, 2009)21.1
    *
    
    Subsidiaries of First Physicians Capital Group, Inc. (f/k/a Tri-Isthmus Group, Inc.)31.1
    
    
    Certification Pursuant to Rule 13a-14(d) promulgated under the Securities Exchange Act of 193431.2
    
    
    Certification Pursuant to Rule 13a-14(d) promulgated under the Securities Exchange Act of 193432.1
    
    
    Certification Pursuant to 18 U.S.C. 135032.2
    
    
    Certification Pursuant to 18 U.S.C. 1350
 *
    
    Previously filed with the SEC as indicated, and hereby incorporated herein by reference.
    
    Certain portions of these documents have been omitted based on a request for confidential treatment submitted to the SEC. The non-public information that has been omitted from these documents has been separately filed with the
SEC. Each redacted portion of these documents is indicated by a [*] and is subject to the request for confidential treatment submitted to the SEC. The redacted information is confidential information of the Registrant.  31




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##### Table of Contents



SIGNATURES
  Date:    February 19, 2010
    First Physicians Capital Group, Inc.
(Registrant)By:
    /s/ David HirschhornDavid HirschhornChief Executive Officer
(Principal Executive Officer) Date:   February 19, 2010
    /s/ Donald C. ParkersonDonald C. ParkersonChief Financial Officer
(Principal Financial Officer)  32




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description2.1
    *
    
    Membership Interest Purchase Agreement (filed as Exhibit 2.1 to the Form 8-K, as filed with the SEC on November 5, 2007)3.1
    *
    
    Certificate of Incorporation (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on November 14, 2000)3.2
    *
    
    Amended and Restated Bylaws dated October 25, 2002 (filed as Exhibit 3.2 to the Form 8-K, as filed with the SEC on October 28, 2002)3.3
    *
    
    Certificate of Designation of Rights and Preferences of Series 2-A Convertible Preferred Stock filed November 8, 2000 (filed as Exhibit 4.1 to the Form 8-K, as filed
with the SEC on November 14, 2000)3.4
    *
    
    Certificate of Merger filed November 8, 2000, merging Vsource, Inc. (a Nevada corporation) with and into the Vsource, Inc. (a Delaware corporation) (filed as Exhibit
4.2 to the Form 8-K, as filed with the SEC on November 14, 2000)3.5
    *
    
    Agreement and Plan of Merger dated as of December 14, 2000, among the Registrant, OTT Acquisition Corp., Online Transaction Technologies, Inc. and its Shareholders
(filed as Exhibit 10.11 to the Form 10-Q, as filed with the SEC on December 15, 2000)3.6
    *
    
    Certificate of Designation of Rights and Preferences of Series 3-A Convertible Preferred Stock filed June 20, 2001 (filed as Exhibit 4.1 to the Form 8-K, as filed with
the SEC on July 2, 2001)3.7
    *
    
    Amendment to Certificate of Incorporation, dated January 16, 2002 (filed as Exhibit 3.3 to the Form 8-K, as filed with the SEC on January 23, 2002)3.8
    *
    
    Certificate of Designation of Rights and Preferences of Series 4-A Convertible Preferred Stock (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on October
28, 2002)3.9
    *
    
    Amendment to Certificate of Incorporation, dated November 20, 2002 (filed as Exhibit 3.1 to the Form 10-Q for the period ending October 31, 2002, as filed with the SEC
on December 5, 2002)3.10
    *
    
    Certificate of Designation of Rights and Preferences of Series 5-A Convertible Preferred Stock (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on July 21,
2005)3.11
    *
    
    Amendment to Certificate of Incorporation, dated December 16, 2005 (filed as Exhibit 3.5 to the Form 10-Q for the period ending October 31, 2005, as filed with the SEC
on December 20, 2005)3.12
    *
    
    Certificate of Amendment to the Certificate of Designation of Rights and Preferences Series 5-A Convertible Preferred Stock filed January 10, 2008 (filed as Exhibit B
to the Form of Series 5-A Preferred Stock and Warrant Purchase Agreement, filed as Exhibit 10.52 herein)3.13
    *
    
    Certificate of Designation of Rights and Preferences of Series 6-A Convertible Preferred Stock filed April 2, 2008 (filed as Exhibit 3.1 to the Form 8-K, as filed with
the SEC on April 3, 2008)3.14
    *
    
    Certificate of Amendment to the Certificate of Designation of Rights and Preferences of Series 5-A Convertible Preferred Stock filed May 15, 2008 (filed as Exhibit 4.2
to the Form 10-Q, as filed with the SEC on May 20, 2008)
  33




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##### Table of Contents



Exhibit No.
    
    Description3.15
    *
    
    Certificate of Amendment to the Certificate of Designation of Rights and Preferences of Series 6-A Convertible Preferred Stock filed May 15, 2008 (filed as Exhibit B
to the Form of Series 6-A Preferred Stock and Warrant Purchase Agreement, filed as Exhibit 10.54 herein)3.16
    *
    
    Amendment to Certificate of Incorporation, dated September 29, 2009 (filed as Exhibit 3.1 to the Form 8-K, as filed with the SEC on October 1, 2009)3.17
    *
    
    Certificate of Decrease of Shares Designated as Series 7-A Convertible Preferred Stock, dated and filed January 22, 2010 (filed as Exhibit 3.1 to the Form 8-K, as
filed with the SEC on January 28, 2010)4.1
    *
    
    Certificate of Decrease of Shares Designated as Series 1-A Convertible Preferred Stock (filed as Exhibit 4.1 to the Form 8-K, as filed with the SEC on July 13, 2005)4.2
    *
    
    Certificate of Decrease of Shares Designated as Series 2-A Convertible Preferred Stock (filed as Exhibit 4.2 to the Form 8-K, as filed with the SEC on July 13, 2005)4.3
    *
    
    Certificate of Decrease of Shares Designated as Series 3-A Convertible Preferred Stock (filed as Exhibit 4.3 to the Form 8-K, as filed with the SEC on July 13, 2005)4.4
    *
    
    Certificate of Decrease of Shares Designated as Series 4-A Convertible Preferred Stock (filed as Exhibit 4.4 to the Form 8-K, as filed with the SEC on July 13, 2005)4.5
    *
    
    Series 5-A Preferred Stock and Warrant Purchase Agreement, dated as of July 7, 2005, by and among Vsource, Inc. and the investors listed therein (filed as Exhibit 4.1
to the Form 8-K, as filed with the SEC on July 21, 2005)4.6
    *
    
    Form of Warrant (filed as Exhibit 4.2 to Form 8-K, filed with the SEC on July 21, 2005)4.7
    *
    
    Form of Warrant (filed as Exhibit 4.2 to Form 8-K, filed with the SEC on August 23, 2005)4.8
    *
    
    Series 5-A Preferred Stock and Warrant Purchase Agreement, dated as of September, 18, 2006, by and among First Physicians Capital Group, Inc. and certain Series 5-A
Preferred Stock Investors (filed as Exhibit 4.1 to the Form 8-K, as filed with the SEC on September 22, 2006)4.9
    *
    
    Form of Warrant (filed as Exhibit 4.2 to Form 8-K, filed with the SEC on September 22, 2006)4.10
    *
    
    Amended and Restated Articles of Organization of Rural Hospital Acquisition LLC (filed as Exhibit 4.1 to the Form 8-K, as filed with the SEC on November 5, 2007)4.11
    *
    
    Amended and Restated Operating Agreement Rural Hospital Acquisition LLC (filed as Exhibit 4.2 to the Form 8-K, as filed with the SEC on November 5, 2007)4.12
    *
    
    Form of Extension of Warrant, dated July 18, 2007 (filed as Exhibit 4.1 to Form 8-K as filed with the SEC on December 18, 2008)10.1
    *
    
    Form of First Group Notes (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on November 2, 2007)10.2
    *
    
    Form of Second Group Notes (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on November 2, 2007)10.3
    *
    
    Form of First Group Warrants (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on November 2, 2007)10.4
    *
    
    Form of Second Group Warrants (filed as Exhibit 10.4 to the Form 8-K, as filed with the SEC on November 2, 2007)10.5
    *
    
    Form of Limited Guaranty by Tri-Isthmus Group, Inc. (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on November 5,
2007)
  34




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##### Table of Contents



Exhibit No.
    
    Description10.6
    *
    
    Employment Agreement of Dennis M. Smith, dated effective as of October 10, 2007 (filed as Exhibit 10.1 to the Form 8-K, as filed
with the SEC on December 21, 2007)10.7
    *
    
    Option Agreement of Dennis M. Smith, dated effective as of October 10, 2007 (filed as Exhibit 10.2 to the Form 8-K, as filed with
the SEC on December 21, 2007)10.8
    *
    
    Series 5-A Preferred Stock and Warrant Purchase Agreement, dated January 14, 2008 (filed as Exhibit 10.1 to the Form 8-K, as filed
with the SEC on January 22, 2008)10.9
    *
    
    Form of Investor Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on January 22, 2008)10.10
    *
    
    Form of Warrant issued to SMP Investments I, LLC (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on March 26, 2008)10.11
    *
    
    Series 6-A Preferred Stock and Warrant Purchase Agreement, dated March 31, 2008 (filed as Exhibit 10.1 to the Form 8-K, as filed
with the SEC on April 3, 2008)10.12
    *
    
    Form of Investor Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on April 3, 2008)10.13
    *
    
    Form of Waveland Warrant (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on April 3, 2008)10.14
    *
    
    Agreement and Plan of Merger, dated April 24, 2008 (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on April 30, 2008)10.15
    *
    
    Form of Series 5-A Preferred Stock and Warrant Purchase Agreement (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on
May 7, 2008)10.16
    *
    
    Form of Warrant issued to each of SMP Investments I, LLC and Ciabattoni Living Trust dated August 17, 2000 (filed as Exhibit 10.2
to the Form 8-K, as filed with the SEC on May 7, 2008)10.17
    *
    
    Form of Letter Agreement for the issuance of shares of Series 6-A Convertible Preferred Stock in complete satisfaction of that
certain convertible promissory note dated as of October 29, 2007 between Tri-Isthmus Group, Inc., Surgical Center Acquisition
Holdings, Inc., Del Mar Acquisition, Inc., Del Mar GenPar, Inc., Point Loma Acquisition, Inc., and Point Loma GenPar, Inc. (filed
as Exhibit 10.3 to the Form 8-K, as filed with the SEC on May 7, 2008)10.18
    *
    
    Series 6-A Preferred Stock and Warrant Purchase Agreement, dated May 29, 2008 (filed as Exhibit 10.1 to the Form 8-K, as filed
with the SEC on June 4, 2008)10.19
    *
    
    Form of Investor Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on June 4, 2008)10.20
    *
    
    Employment Agreement of David Hirschhorn, dated as of July 1, 2008 (filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC
on July 7, 2008)10.21
    *
    
    Form of Option Grant Agreement of David Hirschhorn, dated as of July 1, 2008 (filed as Exhibit 10.2 to the Form 8-K, as filed with
the SEC on July 7, 2008)10.22
    *
    
    Series 6-A Preferred Stock and Warrant Purchase Agreement, dated September 8, 2008 (filed as Exhibit 10.1 to the Form 8-K, as
filed with the SEC on September 12, 2008)10.23
    *
    
    Form of Investor Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on September 12, 2008)
  35




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##### Table of Contents



Exhibit No.
    
    Description10.24
    *
    
    Employment Agreement of Thomas Rice, dated effective as of November 10, 2008 (filed as Exhibit 10.1 to the Form 8-K, as filed with
the SEC on November 14, 2008)10.25
    *
    
    Option Grant Agreement of Thomas Rice, dated effective as of November 10, 2008 (filed as Exhibit 10.2 to the Form 8-K, as filed
with the SEC on November 14, 2008)10.26
    *
    
    Form of Loan Agreement, effective November 6, 2008, among RHA Anadarko, LLC, Tri-Isthmus Group, Inc., Rural Hospital Acquisition,
LLC, First Physicians Community Healthcare Services, Inc., RHA Stroud, LLC, RHA Tishomingo, LLC, TSG Physicians Group, LLC, and
Canadian State Bank (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on December 17, 2008)10.27
    *
    
    Form of Loan Agreement, effective November 6, 2008, among RHA Stroud, LLC, Tri-Isthmus Group, Inc., Rural Hospital Acquisition,
LLC, First Physicians Community Healthcare Services, Inc., RHA Anadarko, LLC, RHA Tishomingo, LLC, TSG Physicians Group, LLC, and
Valliance Bank (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on December 17, 2008)10.28
    *
    
    Form of Loan Agreement, effective November 6, 2008, among RHA Tishomingo, LLC, Tri-Isthmus Group, Inc., Rural Hospital
Acquisition, LLC, First Physicians Community Healthcare Services, Inc., RHA Stroud, LLC, RHA Anadarko, LLC, TSG Physicians Group,
LLC, and Canadian State Bank (filed as Exhibit 10.4 to the Form 8-K, as filed with the SEC on December 17, 2008)10.29
    *
    
    Form of Promissory Note, effective November 6, 2008, by RHA Anadarko, LLC, in favor of Canadian State Bank (filed as Exhibit 10.5
to the Form 8-K, as filed with the SEC on December 17, 2008)10.30
    *
    
    Form of Promissory Note, effective November 6, 2008, by RHA Stroud, LLC, in favor of Valliance Bank (filed as Exhibit 10.6 to the
Form 8-K, as filed with the SEC on December 17, 2008)10.31
    *
    
    Form of Promissory Note, effective November 6, 2008, by RHA Tishomingo, LLC, in favor of Canadian State Bank (filed as Exhibit
10.7 to the Form 8-K, as filed with the SEC on December 17, 2008)10.32
    *
    
    USDA Guaranty Agreement, effective November 6, 2008, by RHA Anadarko, LLC, in favor of Canadian State Bank (filed as Exhibit 10.8
to the Form 8-K, as filed with the SEC on December 17, 2008)10.33
    *
    
    USDA Guaranty Agreement, effective November 6, 2008, by RHA Stroud, LLC, in favor of Valliance Bank (filed as Exhibit 10.9 to the
Form 8-K, as filed with the SEC on December 17, 2008)10.34
    *
    
    USDA Guaranty Agreement, effective November 6, 2008, by RHA Anadarko, LLC, in favor of Canadian State Bank (filed as Exhibit 10.10
to the Form 8-K, as filed with the SEC on December 17, 2008)10.35
    *
    
    Form of Promissory Note, dated December 11, 2008, by Rural Hospital Acquisition, LLC, in
favor of Carol Schuster (filed as Exhibit 10.11 to the Form 8-K, as filed with the SEC on
December 17, 2008)10.36
    *
    
    Form of Guaranty of Tri-Isthmus Group, Inc., dated December 11, 2008, in favor of Carol
Schuster (filed as Exhibit 10.12 to the Form 8-K, as filed with the SEC on December 17, 2008)10.37
    *
    
    Form of Convertible Promissory Note Issued in Favor of SMP Investments I, LLC (filed as
Exhibit 10.1 to the Form 8-K, as filed with the SEC on February 13, 2009)
  36




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##### Table of Contents



Exhibit No.
    
    Description10.38
    *
    
    Form of Convertible Promissory Note Issued in Favor of Anthony J. Ciabattoni, Trustee of the
Ciabattoni Living Trust dated August 17, 2000 (filed as Exhibit 10.2 to the Form 8-K, as
filed with the SEC on February 13, 2009)10.39
    *
    
    Form of Warrant No. 108 (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on
February 13, 2009)10.40
    *
    
    Form of Warrant No. 109 (filed as Exhibit 10.4 to the Form 8-K, as filed with the SEC on
February 13, 2009)10.41
    *
    
    Form of Warrant No. 110 (filed as Exhibit 10.5 to the Form 8-K, as filed with the SEC on
February 13, 2009)10.42
    *
    
    Form of Warrant No. 111 (filed as Exhibit 10.6 to the Form 8-K, as filed with the SEC on
February 13, 2009)10.43
    *
    
    Form of Convertible Promissory Note (filed as Exhibit 10.1 to the Form 8-K, as filed with the
SEC on March 5, 2009)10.44
    *
    
    Form of Warrant (exercisable at $0.50 per share) issued to each of Michael Ciabattoni, Scott
Casey, Jean Heaton, Stephanie Heaton, Jennifer Heaton, Cobea Associates, LLC, William
Wallace, Trustee of the Wallace Family Revocable Trust dated April 23, 2001, Otto J.
Claricurzio, and Phillip J. Ciabattoni (filed as Exhibit 10.2 to the Form 8-K, as filed with
the SEC on March 5, 2009)10.45
    *
    
    Form of Warrant (exercisable at $0.75 per share) issued to each of Michael Ciabattoni, Scott
Casey, Jean Heaton, Stephanie Heaton, Jennifer Heaton, Cobea Associates, LLC, William
Wallace, Trustee of the Wallace Family Revocable Trust dated April 23, 2001, Otto J.
Claricurzio, and Phillip J. Ciabatton (filed as Exhibit 10.3 to the Form 8-K, as filed with
the SEC on March 5, 2009)10.46
    *
    
    Form of Convertible Promissory Note issued to each of Frank Darras, Trustee of the Darras
Family Trust, SFV, Incorporated, NFS LLC/FMTC Rol IRA FBO Neal Katz A/C LMG-001902 (filed as
Exhibit 10.1 to the Form 8-K, as filed with the SEC on April 20, 2009)10.47
    *
    
    Form of Warrant (exercisable at $0.50 per share) Frank Darras, Trustee of the Darras Family
Trust, SFV, Incorporated, NFS LLC/FMTC Rol IRA FBO Neal Katz A/C LMG-001902 (filed as Exhibit
10.2 to the Form 8-K, as filed with the SEC on April 20, 2009)10.48
    *
    
    Form of Warrant (exercisable at $0.75 per share) Frank Darras, Trustee of the Darras Family
Trust, SFV, Incorporated, NFS LLC/FMTC Rol IRA FBO Neal Katz A/C LMG-001902 (filed as Exhibit
10.3 to the Form 8-K, as filed with the SEC on April 20, 2009)10.49
    *
    
    Form of Series 6-A Preferred Stock and Warrant Purchase Agreement (filed as Exhibit 10.1 to
the Form 8-K, as filed with the SEC on June 12, 2009)10.50
    *
    
    Form of Investor Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on
June 12, 2009)10.51
    *
    
    Form of Medical Advisory Board Warrant (filed as Exhibit 10.3 to the Form 8-K, as filed with
the SEC on June 12, 2009)10.52
    *
    
    Form of Series 5-A Preferred Stock and Warrant Purchase Agreement, dated October 19, 2009
(filed as Exhibit 10.1 to the Form 8-K, as filed with the SEC on October 23, 2009)10.53
    *
    
    Form of Warrant issued in connection with 5-A (filed as Exhibit 10.2 to the Form 8-K, as
filed with the SEC on October 23, 2009)
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##### Table of Contents



Exhibit No.
    
    Description10.54
    *
    
    Form of Series 6-A Preferred Stock and Warrant Purchase Agreement, dated October 19, 2009
(filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on October 23, 2009)10.55
    *
    
    Form of Warrant issued in connection with 6-A (filed as Exhibit 10.4 to the Form 8-K, as
filed with the SEC on October 23, 2009)10.56
    *
    
    Form Subscription Agreement, dated December 3, 2009 (filed as Exhibit 10.1 to the Form 8-K,
as filed with the SEC on December 14, 2009)10.57
    *
    
    Form of Warrant (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on December 14,
2009)10.58
    *
    
    Real Property Purchase and Sale Agreement, by and between Southern Plains Associates, LLC and
Southern Plains Medical Center, Inc., dated December 16, 2009 (filed as Exhibit 10.1 to the
Form 8-K, as filed with the SEC on January 20, 2010)10.59
    *
    
    Form of USDA Loan Guaranty (filed as Exhibit 10.2 to the Form 8-K, as filed with the SEC on
January 20, 2010)10.60
    *
    
    USDA Loan Agreement, by and among FB S. Plains Financing, LLC, James B. Swickey, David W.
Durrett, Capital Investors of Oklahoma, LLC, First Physicians Realty Group, LLC, Rural
Hospital Acquisition, LLC, Southern Plains Associates, L.L.C. and First Liberty Bank, dated
January 13, 2010 (filed as Exhibit 10.3 to the Form 8-K, as filed with the SEC on January 20,
2010)10.61
    *
    
    First Amended and Restated Promissory Note, by and between FB S. Plains Financing, LLC and
First Liberty Bank, dated January 13, 2010 (filed as Exhibit 10.4 to the Form 8-K, as filed
with the SEC on January 20, 2010)14.1
    *
    
    Corporate Code of Business Conduct and Ethics for Directors, Executive Officers, and
Employees, dated effective as of April 22, 2008 (filed as Exhibit 14.1 to the Form 10-K, as
filed with the SEC on January 13, 2009)21.1
    *
    
    Subsidiaries of First Physicians Capital Group, Inc. (f/k/a Tri-Isthmus Group, Inc.)31.1
    
    
    Certification Pursuant to Rule 13a-14(d) promulgated under the Securities Exchange Act of 193431.2
    
    
    Certification Pursuant to Rule 13a-14(d) promulgated under the Securities Exchange Act of 193432.1
    
    
    Certification Pursuant to 18 U.S.C. 135032.2
    
    
    Certification Pursuant to 18 U.S.C. 1350
 *
    
    Previously filed with the SEC as indicated, and hereby incorporated herein by reference.
    
    Certain portions of these documents have been omitted based on a request for confidential treatment submitted to the SEC. The non-public information that has been omitted from these documents has been separately filed with the
SEC. Each redacted portion of these documents is indicated by a [*] and is subject to the request for confidential treatment submitted to the SEC. The redacted information is confidential information of the Registrant.  38