Exhibit
20.3


AMERICAN
CARESOURCE HOLDINGS, INC.


GOVERNANCE
AND NOMINATIONS COMMITTEE CHARTER


(as
adopted on April 17, 2008)





A.
Purpose




The
purpose of the Governance and Nominations Committee is to:




·
              recommend
      to the Board the persons to be nominated for election as directors at any
      meeting of stockholders and the persons to be elected by the Board to fill
      any vacancies on the Board;
  ·
              develop
      and recommend to the Board a set of corporate governance principles
      applicable to the Company; and
  ·
              oversee
      the evaluation of the Board and
management.




B.
Structure and Membership




1. Number.  The
Governance and Nominations Committee shall consist of such number of directors
as the Board shall from time to time determine consistent with applicable laws
and regulations.




2. Independence.  Except
as otherwise permitted by the applicable rules of the American Stock Exchange,
or such other exchange where the Company either lists its securities or intends
to list its securities, each member of the Governance and Nominations Committee
shall be an “independent director” as defined by such rules.




3. Chair.  Unless
the Board elects a Chair of the Governance and Nominations Committee, the
Committee shall elect a Chair by majority vote.




4. Compensation.  The
compensation of Governance and Nominations Committee members shall be as
determined by the Board.




5. Selection and
Removal.  Members of the Governance and Nominations Committee
shall be appointed by the Board, upon the recommendation of the Committee. The
Board may remove members of the Governance and Nominations Committee from such
Committee, with or without cause.




C.
Authority and Responsibilities




General.




The
Governance and Nominations Committee shall discharge its responsibilities, and
shall assess the information provided by the Company’s management, in accordance
with its business judgment.









Board and Committee
Membership.




1. Selection of Director
Nominees.  Except where the Company is legally required by
contract, bylaw or otherwise to provide third parties with the right to nominate
directors, the Governance and Nominations Committee shall be responsible for
recommending to the Board nominees for election as directors at any meeting of
stockholders and the persons to be elected by the Board to fill any vacancies on
the Board. In making such recommendations, the Committee shall consider
candidates proposed by stockholders. The Committee shall review and evaluate
information available to it regarding candidates proposed by stockholders and
shall apply the same criteria, and shall follow substantially the same process
in considering them, as it does in considering other candidates.




2. Criteria for Selecting
Directors.  The Board’s criteria for selecting directors are as
set forth in the Company’s Corporate Governance Guidelines. The Governance and
Nominations Committee shall use such criteria and the principles set forth in
such Guidelines to guide its director selection process. The Committee shall be
responsible for reviewing with the Board, on an annual basis, the requisite
skills and criteria for new Board members as well as the composition of the
Board as a whole. The Committee may adopt, and periodically review and revise as
it deems appropriate, procedures regarding director candidates proposed by
stockholders.




3. Search
Firms.  The Governance and Nominations Committee shall have the
sole authority to retain and terminate any search firm to be used to identify
director nominees, including sole authority to approve the search firm’s fees
and other retention terms. The Committee is empowered, without further action by
the Board, to cause the Company to pay the compensation of any search firm
engaged by the Committee.




4. Selection of Committee
Members.  The Governance and Nominations Committee shall be
responsible for recommending to the Board on an annual basis the directors to be
appointed to each committee of the Board.




Corporate
Governance.




5. Corporate Governance
Guidelines.  The Governance and Nominations Committee shall
develop and recommend to the Board a set of Corporate Governance Guidelines
applicable to the Company. The Committee shall, from time to time as it deems
appropriate, review and reassess the adequacy of such Corporate Governance
Guidelines and recommend any proposed changes to the Board for
approval.




Evaluation of the Board;
Succession Planning




6. Evaluation of the
Board.  The Governance and Nominations Committee shall be
responsible for overseeing an annual self-evaluation of the Board to determine
whether it and its committees are functioning effectively. The Committee shall
determine the nature of the evaluation, supervise the conduct of the evaluation
and prepare an assessment of the Board’s performance, to be discussed with the
Board.




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7. Succession of Senior
Executives.  The Governance and Nominations Committee shall
present an annual report to the Board on succession planning, which shall
include transitional Board leadership in the event of an unplanned
vacancy.




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




D.
Procedures and Administration




1. Meetings.  The
Governance and Nominations Committee shall meet as often as it deems necessary
in order to perform its responsibilities. The Committee shall keep such records
of its meetings as it shall deem appropriate.




2. Subcommittees.  The
Governance and Nominations 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.




3. Reports to the
Board.  The Governance and Nominations Committee shall report
regularly to the Board.




4. Charter.  The
Governance and Nominations Committee shall, from time to time as it deems
appropriate, review and reassess the adequacy of this Charter and recommend any
proposed changes to the Board for approval.




5. Independent
Advisors.  The Governance and Nominations Committee shall have
the authority, without further action by the Board of Directors, to engage such
independent legal 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, to cause the Company to pay the compensation of such advisors as
established by the Committee.




6. Investigations.  The
Governance and Nominations 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.




7. Annual
Self-Evaluation.  At least annually, the Governance and
Nominations Committee shall evaluate its own performance and report on such
evaluation to the full Board.




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