Exhibit
20.2


AMERICAN
CARESOURCE HOLDINGS, INC


COMPENSATION
COMMITTEE CHARTER


(as
adopted on April 17, 2008)







Purpose




The
Compensation Committee is appointed by the Board of Directors to review and
approve the Corporation’s compensation and benefit programs.




Committee
Membership




The
Committee shall be composed of such number of directors as the Board of
Directors shall from time to time determine consistent with applicable laws and
regulations.  All members of the Committee shall satisfy the
definition of “independent” under the Securities Exchange Act of 1934 and under
the standards established by listing standards of the appropriate exchange where
the company either lists its securities or intends to list its securities. 
The Committee members will be appointed by the Board and may be removed by the
Board in its discretion.   Unless the Board elects a Chair of the
Compensation Committee, the Committee shall elect a Chair by a majority
vote.  The Committee shall have the authority to delegate any of its
responsibilities to one or more subcommittees as the Committee may from time to
time deem appropriate.  Each such subcommittee shall consist of one or more
members of the Committee.  The Committee shall also have the authority to
delegate any of its administrative or other responsibilities to executive
officers or other employees of the Corporation where such delegation is
consistent with applicable law and exchange listing
standards.




Meetings




The
Committee shall meet as often as its members deem necessary to perform the
Committee’s responsibilities.  The committee may meet either formally
in person or via conference call.  The committee will meet in person
at least once per year.




Committee
Authority and Responsibilities




The Committee
shall:




·
              Evaluate
      the performance of the Chief Executive Officer in light of the
      Corporation’s goals and objectives and determine the Chief Executive
      Officer’s compensation based on this evaluation and such other factors as
      the Committee shall deem
appropriate;
  ·
              Approve
      all salary, bonus, and long-term incentive awards for executive
      officers;
  ·
              Approve
      the employment contracts for executive officers and any amendments to such
      employment contracts;
  ·
              Approve
      the aggregate amounts and methodology for determination of all salary,
      bonus, and long-term incentive awards for all employees other than
      executive officers;
  ·
              Review
      and recommend equity-based compensation plans to the full Board and
      approve all grants and awards
thereunder;
  
  ·
              Review
      and approve changes to the Corporation’s equity-based compensation plans
      other than those changes that require stockholder approval under the
      plans, the appropriate listing exchange and/or any applicable
      law;
  ·
              Review
      and recommend to the full Board changes to the Corporation’s equity-based
      compensation plans that require stockholder approval under the plans, the
      requirements of the appropriate listing exchange and/or any applicable
      law;
  ·
              Review
      and approve changes in the Corporation’s retirement, health, welfare and
      other benefit programs that result in a material change in costs or the
      benefit levels provided;
  ·
              Administer
      the Corporation’s equity-based compensation plans;
  and
  ·
              Approve
      the annual Committee report on executive compensation for inclusion in the
      Corporation’s proxy statement.
  The
Committee will have the authority, to the extent it deems necessary or
appropriate, to retain compensation consultants and other professional advisors
to assist it in carrying out its responsibilities.  The Corporation will
provide for appropriate funding, as determined by the Committee, for payment of
the fees and expenses of any advisors retained by the Committee.
  The
Committee will make regular reports to the Board and will propose any necessary
action to the Board.  Such reports shall provide information with respect
to any delegation of authority by the full Committee to a subcommittee, to
management, or to third parties.
  The
Committee will review and reassess the adequacy of this charter annually and
recommend any proposed changes to the Board for approval.
  The
Committee will annually evaluate the Committee’s own performance and provide a
report on such evaluation to the Board.




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