Exhibit
20.1


AMERICAN
CARESOURCE HOLDINGS, INC.


(THE
“COMPANY”)





CHARTER
OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS





(As
Approved By the Board of Directors at Its May 16, 2005 Meeting, As Revised by
the Unanimous Written Consent of the Board of Directors on April 17,
2008)





I.
            Purpose.





The
purpose of the Audit Committee (the “Committee”) is to assist the Board of
Directors’ (the “Board”) oversight of the Company’s accounting and financial
reporting processes and the audits of the Company’s financial
statements.





II.           Structure and
Membership.





A.  Number.  The
Board may appoint at least two but no more than five of its members to serve on
the Committee.





B.  Chair.  The
Chair of the Audit Committee shall be the Audit Committee financial expert who
shall be designated by a majority of the full Board of Directors.





C.  Independence and Financial
Literacy.  Each member of the Committee shall satisfy the
independence, experience and financial literacy requirements of the applicable
rules and regulations of the Securities and Exchange Commission (“SEC”) and the
rules of the American Stock Exchange.  In addition, each member of the
Committee shall be free of any relationship that, in the opinion of the Board,
would interfere with his or her individual exercise of independent
judgment.  No individual may serve on the Committee if he or she
participated in the preparation of the Company’s financial statements at any
time within three years prior to his or her proposed appointment to the
Committee.  At least one member of the Committee shall (i) qualify as
a “financial expert” as required by the rules of the SEC and (ii) have
employment experience in finance or accounting, professional certification in
accounting or comparable experience or background which results in the
individual’s “financial sophistication” as required by the rules of the American
Stock Exchange.





D.  Term.  The
Committee shall serve at the pleasure of the Board, which may from time to time,
appoint members in substitution for members previously appointed to, and fill
vacancies (however caused) in, the Committee.  A Committee member will
serve at the pleasure of the Board until the earlier of the day of the first
Board meeting following the annual meeting of stockholders of the Company or the
removal or resignation of the Committee member.  Notwithstanding the
foregoing, a Committee member may be removed at any time prior to the expiration
of such term by the Board, in its sole discretion, with or without cause and for
any reason whatsoever.





III.           Duties,
Responsibilities and Authority.





The
Committee will have the following duties, responsibilities and
authority.  Except as specifically stated below or prohibited by law,
the actions of the Committee are made for, and on behalf of, the Board and as
such, do not require subsequent ratification or approval by the
Board.









A.  General.  The
Committee shall discharge its responsibilities, and shall assess the information
provided by the Company’s management and the independent auditor, in accordance
with its business judgment.  Management is responsible for the
preparation, presentation, and integrity of the Company’s financial statements
and for the appropriateness of the accounting principles and reporting policies
that are used by the Company.  The independent auditor is responsible
for auditing the Company’s financial statements and for reviewing the Company’s
unaudited interim financial statements.  The authority and
responsibilities set forth in this Charter do not reflect or create any duty or
obligation of the Committee to plan or conduct any audit, to determine or
certify that the Company’s financial statements are complete, accurate, fairly
presented, or in accordance with generally accepted accounting principles or
applicable law, or to guarantee the independent auditor’s report.




B.  Independent
Auditor.




1.  Selection. The
Committee shall be solely and directly responsible for appointing, evaluating,
retaining and, when necessary, terminating the engagement of the independent
auditor.




2.  Independence.  The
Committee shall take, or recommend that the full Board of Directors take,
appropriate action to oversee the independence of the independent
auditor.  In connection with this responsibility, the Committee shall
obtain and review a formal written statement from the independent auditor
describing all relationships between the independent auditor and the Company,
including the disclosures required by Independence Standards Board Standard No.
1.  The Committee shall actively engage in dialogue with the
independent auditor concerning any disclosed relationships or services that
might impact the objectivity and independence of the auditor.




3.  Compensation.  The
Committee shall have sole and direct responsibility for setting the compensation
of the independent auditor.  The Committee is empowered, without
further action by the Board of Directors, to cause the Company to pay the
compensation of the independent auditor established by the
Committee.




4.  Preapproval of
Services. The Committee shall preapprove all audit services to be
provided to the Company, whether provided by the principal auditor or other
firms, and all other services (review, attest and non-audit) to be provided to
the Company by the independent auditor; provided, however, that de minimis
non-audit services may instead be approved in accordance with applicable SEC
rules.  The Committee may, in its discretion, adopt policies relating
to the approval of services to be provided by the Company’s independent
auditor.




5. Oversight.  The
independent auditor shall report directly to the Committee, and the Committee
shall have sole and direct responsibility for overseeing the work of the
independent auditor, including resolution of disagreements between Company
management and the independent auditor regarding financial
reporting.  In connection with its oversight role, the Committee
shall, from time to time as appropriate, receive and consider the reports
required to be made by the independent auditor regarding:




(i)
            critical
      accounting policies and practices;




(ii)
            alternative
      treatments within generally accepted accounting principles for policies
      and practices related to material items that have been discussed with
      Company management, including ramifications of the use of such alternative
      disclosures and treatments, and the treatment preferred by the independent
      auditor; and




(iii)
            other
      material written communications between the independent auditor and
      Company management.




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C.  Audited Financial
Statements.




1.  Review and
Discussion.  The Committee shall review and discuss with the
Company’s management and independent auditor the Company’s audited financial
statements, including the matters required to be discussed by Statement on
Auditing Standards No. 61.




2.  Recommendation to Board
Regarding Financial Statements.  The Committee shall consider
whether it will recommend to the Board of Directors that the Company’s audited
financial statements be included in the Company’s Annual Report on Form
10-K.




D.  Review of Other Financial
Disclosures.




1.  Independent Auditor Review
of Interim Financial Statements.  The Committee shall direct
the independent auditor to use its best efforts to perform all reviews of
interim financial information prior to disclosure by the Company of such
information and to discuss promptly with the Committee and the Chief Financial
Officer any matters identified in connection with the auditor’s review of
interim financial information which are required to be discussed by applicable
auditing standards.  The Committee shall direct management to advise
the Committee in the event that the Company proposes to disclose interim
financial information prior to completion of the independent auditor’s review of
interim financial information.




2.  Earnings Release and Other
Financial Information.  The Committee shall discuss generally
the types of information to be disclosed in the Company’s earnings press
releases, as well as in financial information and earnings guidance provided to
analysts, rating agencies and others.




3.  Quarterly Financial
Statements.  The Committee shall review with the Company’s
management and independent auditor the Company’s quarterly financial statements,
including the Company’s disclosures under “Management’s Discussion and Analysis
of Financial Condition and Results of Operations.”




E.  Other
Responsibilities.




1.  Internal
Controls.  The Committee shall discuss with the independent
auditors the adequacy and effectiveness of the accounting and financial controls
of the Company, and consider any recommendations for improvement of such
internal controls and procedures.




2.  Procedures for
Complaints.  The Committee shall establish procedures for (i)
the receipt, retention and treatment of complaints received by the Company
regarding accounting, internal accounting controls or auditing matters; and (ii)
the confidential, anonymous submission by employees of the Company of concerns
regarding questionable accounting or auditing matters.




3.  Related-Party
Transactions.  The Committee shall review all “related party
transactions” (defined as transactions required to be disclosed pursuant to Item
404 of Regulation S-K) on an ongoing basis, and all such transactions must be
approved by the Committee.




4.  Committee
Report.  The Committee shall prepare an annual committee report
for inclusion where necessary in the proxy statement of the Company relating to
its annual meeting of security holders.




5.  Additional
Powers.  The Committee shall have such other duties as may be
delegated from time to time by the Board of Directors.




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IV.
Meetings, Procedures and Administration.




A.  Meetings.  The
Committee shall meet as often as it deems necessary in order to perform its
responsibilities, but at least quarterly.  The Committee shall
periodically meet separately with the independent auditor and Company
management.  The Committee shall keep such records of its meetings as
it shall deem appropriate.




B.  Quorum and
Voting.  A majority of the Committee shall constitute a quorum
for the transaction of business.  The action of a majority of those
present at a meeting, at which a quorum is present, shall be the act of the
Committee.  If, however, the Committee has only two members,
attendance of each member is required for the transaction of business and all
actions of the Committee must be the unanimous act of its
members.  The Committee may also act by unanimous consent in lieu of a
meeting.




C.  Subcommittees.  The
Committee may form and delegate authority to one or more subcommittees
(including a subcommittee consisting of a single member), as it deems
appropriate from time to time under the circumstances.  Any decision
of a subcommittee to preapprove audit, review, attest or non-audit services
shall be presented to the full Committee at its next scheduled
meeting.




D.  Reports to
Board.  The Committee shall report regularly to the Board of
Directors.




E.  Charter.  The
Committee shall review and reassess the adequacy of this Charter on at least an
annual basis and recommend any proposed changes to the Board of Directors for
approval.




F.  Independent
Advisors.  The Committee is authorized, without further action
by the Board of Directors, to engage such independent legal, accounting and
other advisors as it deems necessary or appropriate to carry out its
responsibilities.  Such independent advisors may be the regular
advisors to the Company.  The Committee is empowered, without further
action by the Board of Directors, to cause the Company to pay the compensation
of such advisors as established by the Committee.




G.  Investigations.  The
Committee shall have the authority to conduct or authorize investigations into
any matters within the scope of its responsibilities as it shall deem
appropriate, including the authority to request any officer, employee or advisor
of the Company to meet with the Committee or any advisors engaged by the
Committee.




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