STOCK PURCHASE WARRANT

                           To Purchase Common Stock of

                       American CareSource Holdings, Inc.

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THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT") NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED
OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE ACT AND
ANY APPLICABLE STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO,
OR (2) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO THE COMPANY TO THE
EFFECT THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS NOT
REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER.

            Void after 5:00 p.m. Central Standard Time, on January 27, 2010.

            Warrant to Purchase 731,212 Shares of Common Stock.

                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                       American CareSource Holdings, Inc.

      This is to Certify That, FOR VALUE RECEIVED, John Pappajohn ("Holder") is
entitled to purchase, subject to the provisions of this Warrant, from American
CareSource Holdings., Inc., a Delaware corporation ("Company"), 731,212 fully
paid, validly issued and nonassessable shares of Common Stock, no par value per
share, of the Company ("Common Stock") at a price of $0.45 per share at any time
or from time to time during the period from the date hereof to 5:00 p.m. Central
Standard Time, on January 27, 2010. The number of shares of Common Stock to be
received upon the exercise of this Warrant and the price to be paid for each
share of Common Stock may be adjusted from time to time as hereinafter set
forth. The exercise price and the number of shares issuable upon exercise of the
Warrants will be proportionately adjusted for stock splits, stock dividends,
recapitalizations and similar transactions. The shares of Common Stock
deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares" and the exercise price of
a share of Common Stock in effect at any time and as adjusted from time to time
is hereinafter sometimes referred to as the "Exercise Price".

            (a)   EXERCISE OF WARRANT.

                  (1)   This Warrant may be exercised in whole or in part at any
                        time or from time to time on or after the date hereof
                        and until 5:00 p.m. Central Standard Time on January 27,
                        2010; provided, however, that if either such day is a
                        day on which banking institutions in the State of Iowa
                        are authorized by law to close, then on the next
                        succeeding day which shall not be such a day. This
                        Warrant may be exercised by presentation and surrender
                        hereof to the Company at its principal office, or at the
                        office of its stock transfer agent if any, with the
                        Purchase Form annexed hereto duly executed and
                        accompanied by payment of the Exercise Price for the
                        number of Warrant Shares specified in such form. As soon
                        as practicable after each such exercise of the warrants,
                        but not later than seven (7) days from the date of such
                        exercise, the Company shall issue and deliver to the
                        Holder a certificate or certificate for the Warrant

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                        Shares issuable upon such exercise, registered in the
                        name of the Holder or its designee. If this Warrant
                        should be exercised in part only, the Company shall,
                        upon surrender of this Warrant for cancellation, execute
                        and deliver a new Warrant evidencing the rights of the
                        Holder thereof to purchase the balance of the Warrant
                        Shares purchasable thereunder. Upon receipt by the
                        Company of this Warrant at its office, or by the stock
                        transfer agent of the Company at its office, in proper
                        form for exercise, the Holder shall be deemed to be the
                        holder of record of the shares of Common Stock issuable
                        upon such exercise, notwithstanding that the stock
                        transfer books of the Company shall then be closed or
                        that certificates representing such shares of Common
                        Stock shall not then be physically delivered to the
                        Holder.

                  (2)   In lieu of delivering the Exercise Price in cash or
                        check the Holder may elect to receive shares equal to
                        the value of the Warrant or portion thereof being
                        exercised ("Net Issue Exercise"). If the Holder wishes
                        to elect the Net Issue Exercise, the Holder shall notify
                        the Company of its election in writing at the time it
                        delivers to the Company the Purchase Form. In the event
                        the Holder shall elect Net Issue Exercise, the Holder
                        shall receive the number of shares of Common Stock equal
                        to the product of (a) the number of shares of Common
                        Stock purchasable under the Warrant, or portion thereof
                        being exercised, and (b) the current market value, as
                        defined in paragraph (c), of one share of Common Stock
                        minus the Exercise Price, divided by (c) the current
                        market value, as defined below, of one share of Common
                        Stock.

            (b)   RESERVATION OF SHARES. The Company shall at all times reserve
                  for issuance and/or delivery upon exercise of this Warrant
                  such number of shares of its Common Stock as shall be required
                  for issuance and delivery upon exercise of the Warrants.

            (c)   FRACTIONAL SHARES. No fractional shares or scrip representing
                  fractional shares shall be issued upon the exercise of this
                  Warrant. With respect to any fraction of a share called for
                  upon any exercise hereof, the Company shall pay to the Holder
                  an amount in cash equal to such fraction multiplied by the
                  current market value of a share, determined as follows:

                  (1)   If the Common Stock is listed on a national securities
                        exchange or admitted to unlisted trading privileges on
                        such exchange or listed for trading on the NASDAQ
                        system, the current market value shall be the last
                        reported sale price of the Common Stock on such exchange
                        or system on the last business day prior to the date of
                        exercise of this Warrant or if no such sale is made on
                        such day, the average closing bid and asked prices for
                        such day on such exchange or system; or


                                       -2-
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                  (2)   If the Common Stock is not so listed or admitted to
                        unlisted trading privileges, the current market value
                        shall be the mean of the last reported bid and asked
                        prices reported by the National Quotation Bureau, Inc.
                        on the last business day prior to the date of the
                        exercise of this Warrant; or

                  (3)   If the Common Stock is not so listed or admitted to
                        unlisted trading privileges and bid and asked prices are
                        not so reported, the current market value shall be an
                        amount, not less than the book value thereof as at the
                        end of the most recent fiscal year of the Company ending
                        prior to the date of the exercise of the Warrant,
                        determined in such reasonable manner as may be
                        prescribed by the Board of Directors of the Company.

            (d)   EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This
                  Warrant is exchangeable, without expense, at the option of the
                  Holder, upon presentation and surrender hereof to the Company
                  or at the office of its stock transfer agent, if any, for
                  other warrants of different denominations entitling the holder
                  thereof to purchase in the aggregate the same number of shares
                  of Common Stock purchasable hereunder. Upon surrender of this
                  Warrant to the Company at its principal office or at the
                  office of its stock transfer agent, if any, with the
                  Assignment Form annexed hereto duly executed and funds
                  sufficient to pay any transfer tax, the Company shall, without
                  charge, execute and deliver a new Warrant in the name of the
                  assignee named in such instrument of assignment and this
                  Warrant shall promptly be cancelled. This Warrant may be
                  divided or combined with other warrants which carry the same
                  rights upon presentation hereof at the principal office of the
                  Company or at the office of its stock transfer agent, if any,
                  together with a written notice specifying the names and
                  denominations in which new Warrants are to be issued and
                  signed by the Holder hereof. The term "Warrant" as used herein
                  includes any Warrants into which this Warrant may be divided
                  or exchanged. Upon receipt by the Company of evidence
                  satisfactory to it of the loss, theft, destruction or
                  mutilation of this Warrant, and (in the case of loss, theft or
                  destruction) of reasonably satisfactory indemnification, and
                  upon surrender and cancellation of this Warrant, if mutilated,
                  the Company will execute and deliver a new Warrant of like
                  tenor and date. Any such new Warrant executed and delivered
                  shall constitute an additional contractual obligation on the
                  part of the Company, whether or not this Warrant so lost,
                  stolen, destroyed, or mutilated shall be at any time
                  enforceable by anyone.

            (e)   RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof,
                  be entitled to any rights of a shareholder in the Company,
                  either at law or equity, and the rights of the Holder are
                  limited to those expressed in the Warrant and are not
                  enforceable against the Company except to the extent set forth
                  herein.


                                       -3-
<PAGE>

            (f)   ANTI-DILUTION PROVISIONS. The Exercise Price in effect at any
                  time and the number and kind of securities purchasable upon
                  the exercise of the Warrants shall be subject to adjustment
                  from time to time upon the happening of certain events as
                  follows:

                  (1)   In case the Company shall (i) declare a dividend or make
                        a distribution on its outstanding shares of Common Stock
                        in shares of Common Stock, (ii) subdivide or reclassify
                        its outstanding shares of Common Stock into a greater
                        number of shares, or (iii) combine or reclassify its
                        outstanding shares of Common Stock into a smaller number
                        of shares, the Exercise Price in effect at the time of
                        the record date for such dividend or distribution or of
                        the effective date of such subdivision, combination or
                        reclassification shall be adjusted so that the Exercise
                        Price shall be proportionately increased (as in the case
                        of (iii), above) or decreased (as in the case of (i) or
                        (ii), above). Such adjustment shall be made successively
                        whenever any event listed above shall occur.

                  (2)   In case the Company shall fix a record date for the
                        issuance of rights or warrants to all holders of its
                        Common Stock entitling them to subscribe for or purchase
                        shares of Common Stock (or securities convertible into
                        Common Stock) at a price (the "Subscription Price") (or
                        having a conversion price per share) less than the
                        Exercise Price on such record date, the Exercise Price
                        shall be adjusted so that the same shall equal such
                        lower price. Such adjustment shall be made successively
                        whenever such rights or warrants are issued and shall
                        become effective immediately after the record date for
                        the determination of shareholders entitled to receive
                        such rights or warrants; and to the extent that shares
                        of Common Stock are not delivered (or securities
                        convertible into Common Stock are not delivered) after
                        the expiration of such rights or warrants, the Exercise
                        Price shall be readjusted to the Exercise Price which
                        would then be in effect had the adjustments made upon
                        the issuance of such rights or warrants been made upon
                        the basis of delivery of only the number of shares of
                        Common Stock (or securities convertible into Common
                        Stock) actually delivered.

                  (3)   In case the Company shall hereafter distribute to the
                        holders of its Common Stock evidences of its
                        indebtedness or assets (excluding cash dividends or
                        distributions and dividends or distributions referred to
                        in Subsection (1) above) or subscription rights or
                        warrants (excluding those referred to in Subsection (2)
                        above), the Company shall reserve and the holder of this
                        warrant shall thereafter, upon exercise hereof, be
                        entitled to receive with respect to each share of Common
                        Stock purchased hereunder, without any change in, or
                        payment in addition to Exercise Price, the amount of any
                        property or other securities which would have been
                        distributed to such holder had such holder been a holder
                        of one share of Common Stock on the record date of such
                        distribution (or, if no record date was established by
                        the Company, the date such distribution was paid).


                                       -4-
<PAGE>

                  (4)   In case the Company shall issue shares of its Common
                        Stock excluding shares issued (i) in any of the
                        transactions described in Subsection (1) above, (ii)
                        upon exercise of options granted to the Company's
                        employees under a plan or plans adopted by the Company's
                        Board of Directors and approved by its shareholders, if
                        such shares would otherwise be included in this
                        Subsection (4), (iii) upon exercise of this Warrant and
                        (iv) to shareholders of any corporation which merges
                        into the Company in proportion to their stock holdings
                        of such corporation immediately prior to such merger,
                        upon such merger, or issued in a bona fide public
                        offering pursuant to a firm commitment underwriting, but
                        only if no adjustment is required pursuant to any other
                        specific subsection of this Section (f) (without regard
                        to Subsection (8) below) with respect to the transaction
                        giving rise to such rights for a consideration per share
                        (the "Offering Price") less than the Exercise Price, the
                        Exercise Price shall be adjusted immediately thereafter
                        so that it shall equal such Offering Price. Such
                        adjustment shall be made successively whenever such an
                        issuance is made.

                  (5)   In case the Company shall issue any securities
                        convertible into or exchangeable for its Common Stock,
                        excluding securities issued in transactions described in
                        Subsections (2) and (3) above, for a consideration per
                        share of Common Stock (the "Conversion Price") initially
                        deliverable upon conversion or exchange of such
                        securities, determined as provided in Subsection (7)
                        below, less than the Exercise Price, the Exercise Price
                        shall be adjusted immediately thereafter so that it
                        shall equal such Conversion Price. Such adjustment shall
                        be made successively whenever such an issuance is made.

                  (6)   Whenever the Exercise Price payable upon exercise of
                        each Warrant is adjusted pursuant to Subsections (1),
                        (2), (3), (4) and (5) above, the number of Shares
                        purchasable upon exercise of this Warrant shall
                        simultaneously be adjusted by multiplying the number of
                        Shares initially issuable upon exercise of this Warrant
                        by the Exercise Price in effect on the date hereof and
                        dividing the product so obtained by the Exercise Price,
                        as adjusted.

                  (7)   For purposes of any computation respecting consideration
                        received pursuant to Subsections (4) and (5) above, the
                        following shall apply:

                        (A)   in the case of the issuance of shares of Common
                              Stock for cash, the consideration shall be the
                              amount of such cash, provided that in no case
                              shall any deduction be made for any commissions,
                              discounts or other expenses incurred by the
                              Company for any underwriting of the issue or
                              otherwise in connection therewith;


                                       -5-
<PAGE>

                        (B)   in the case of the issuance of shares of Common
                              Stock for a consideration in whole or in part
                              other than cash, the consideration other than cash
                              shall be deemed to be the fair market value
                              thereof as determined in good faith by the Board
                              of Directors of the Company (irrespective of the
                              accounting treatment thereof), whose determination
                              shall be conclusive; and

                        (C)   in the case of the issuance of securities
                              convertible into or exchangeable for shares of
                              Common Stock, the aggregate consideration received
                              therefore shall be deemed to be the consideration
                              received by the Company for the issuance of such
                              securities plus the additional minimum
                              consideration, if any, to be received by the
                              Company upon the conversion or exchange thereof,
                              the consideration in each case to be determined in
                              the same manner as provided in clauses (A) and (B)
                              of this Subsection (7).

                  (8)   No adjustment in the Exercise Price shall be required
                        unless such adjustment would require an increase or
                        decrease of at least five cents ($0.05) in such price;
                        provided, however, that any adjustments which by reason
                        of this Subsection (8) are not required to be made shall
                        be carried forward and taken into account in any
                        subsequent adjustment required to be made hereunder. All
                        calculations under this Section (f) shall be made to the
                        nearest cent or to the nearest one-hundredth of a share,
                        as the case may be. Anything in this Section (f) to the
                        contrary notwithstanding, the Company shall be entitled,
                        but shall not be required, to make such changes in the
                        Exercise Price, in addition to those required by this
                        Section (f), as it shall determine, in its sole
                        discretion, to be advisable in order that any dividend
                        or distribution in shares of Common Stock, or any
                        subdivision, reclassification or combination of Common
                        Stock, hereafter made by the Company shall not result in
                        any Federal income tax liability to the holders of
                        Common Stock or securities convertible into Common Stock
                        (including Warrants).

                  (9)   Whenever the Exercise Price is adjusted, as herein
                        provided, the Company shall promptly but no later than
                        20 days after any request for such an adjustment by the
                        Holder, cause a notice setting forth the adjusted
                        Exercise Price and adjusted number of Shares issuable
                        upon exercise of each Warrant, and, if requested,
                        information describing the transactions giving rise to
                        such adjustments, to be mailed to the Holder at his last
                        address appearing in the Warrant Register, and shall
                        cause a certified copy thereof to be mailed to its
                        transfer agent, if any. The Company may retain a firm of
                        independent certified public accountants selected by the
                        Board of Directors (who may be the regular accountants
                        employed by the Company) to make any computation
                        required by this Section (f), and a certificate signed
                        by such firm shall be conclusive evidence of the
                        correctness of such adjustment.


                                       -6-
<PAGE>
                  (10)  In the event that at any time, as a result of an
                        adjustment made pursuant to Subsection (1) above, the
                        Holder of this Warrant thereafter shall become entitled
                        to receive any shares of the Company, other than Common
                        Stock, thereafter the number of such other shares so
                        receivable upon exercise of this Warrant shall be
                        subject to adjustment from time to time in a manner and
                        on terms as nearly equivalent as practicable to the
                        provisions with respect to the Common Stock contained in
                        Subsections (1) to (8), inclusive above.

                  (11)  Irrespective of any adjustments in the Exercise Price or
                        the number or kind of shares purchasable upon exercise
                        of this Warrant, Warrants theretofore or thereafter
                        issued may continue to express the same price and number
                        and kind of shares as are stated in the similar Warrants
                        initially issuable pursuant to this Agreement.

            (g)   OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be
                  adjusted as required by the provisions of the foregoing
                  Section, the Company shall forthwith file in the custody of
                  its Secretary or an Assistant Secretary at its principal
                  office and with its stock transfer agent, if any, an officer's
                  certificate showing the adjusted Exercise Price determined as
                  herein provided, setting forth in reasonable detail the facts
                  requiring such adjustment, including a statement of the number
                  of additional shares of Common Stock, if any, and such other
                  facts as shall be necessary to show the reason for and the
                  manner of computing such adjustment. Each such officer's
                  certificate shall be made available at all reasonable times
                  for inspection by the Holder or any holder of a Warrant
                  executed and delivered pursuant to Section (a) and the Company
                  shall, forthwith after each such adjustment, mail a copy by
                  certified mail of such certificate to the Holder or any such
                  holder.

            (h)   NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be
                  outstanding, (i) if the Company shall pay any dividend or make
                  any distribution upon the Common Stock or (ii) if the Company
                  shall offer to the holders of Common Stock for subscription or
                  purchase by them any share of any class or any other rights or
                  (iii) if any capital reorganization of the Company,
                  reclassification of the capital stock of the Company,
                  consolidation or merger of the Company with or into another
                  corporation, sale, lease or transfer of all or substantially
                  all of the property and assets of the Company to another
                  corporation, or voluntary or involuntary dissolution,
                  liquidation or winding up of the Company shall be effected,
                  then in any such case, the Company shall cause to be mailed by
                  certified mail to the Holder, at least fifteen days prior to
                  the date specified in (x) or (y) below, as the case may be, a
                  notice containing a brief description of the proposed action
                  and stating the date on which (x) a record is to be taken for
                  the purpose of such dividend, distribution or rights, or (y)
                  such reclassification, reorganization, consolidation, merger,
                  conveyance, lease, dissolution, liquidation or winding up is
                  to take place and the date, if any is to be fixed, as of which
                  the holders of Common Stock or other securities shall receive
                  cash or other property deliverable upon such reclassification,
                  reorganization, consolidation, merger, conveyance,
                  dissolution, liquidation or winding up.


                                       -7-
<PAGE>
            (i)   RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any
                  reclassification, capital reorganization or other change of
                  outstanding shares of Common Stock of the Company, or in case
                  of any consolidation or merger of the Company with or into
                  another corporation (other than a merger with a subsidiary in
                  which merger the Company is the continuing corporation and
                  which does not result in any reclassification, capital
                  reorganization or other change of outstanding shares of Common
                  Stock of the class issuable upon exercise of this Warrant) or
                  in case of any sale, lease or conveyance to another
                  corporation of the property of the Company as an entirety, the
                  Company shall, as a condition precedent to such transaction,
                  cause effective provisions to be made so that the Holder shall
                  have the right thereafter by exercising this Warrant at any
                  time prior to the expiration of the Warrant, to purchase the
                  kind and amount of shares of stock and other securities and
                  property receivable upon such reclassification, capital
                  reorganization and other change, consolidation, merger, sale
                  or conveyance by a holder of the number of shares of Common
                  Stock which might have been purchased upon exercise of this
                  Warrant immediately prior to such reclassification, change,
                  consolidation, merger, sale or conveyance. Any such provision
                  shall include provision for adjustments which shall be as
                  nearly equivalent as may be practicable to the adjustments
                  provided for in this Warrant. The foregoing provisions of this
                  Section (i) shall similarly apply to successive
                  reclassifications, capital reorganizations and changes of
                  shares of Common Stock and to successive consolidations,
                  mergers, sales or conveyances. In the event that in connection
                  with any such capital reorganization or reclassification,
                  consolidation, merger, sale or conveyance, additional shares
                  of Common Stock shall be issued in exchange, conversion,
                  substitution or payment, in whole or in part, for a security
                  of the Company other than Common Stock, any such issue shall
                  be treated as an issue of Common Stock covered by the
                  provisions of Subsection (1) of Section (f) hereof.

            (j)   REGISTRATION UNDER THE SECURITIES ACT OF 1933. Until the
                  expiry date of this Warrant, the provisions of the
                  Registration Rights Agreement dated as of even date herewith
                  between the Holder of the Warrants and the Company shall apply
                  to registration of the Warrant Shares. The Company's
                  agreements with respect to Warrants or Warrant Shares in such
                  Registration Rights Agreement shall continue in effect
                  regardless of the exercise and surrender of this Warrant.

            (k)   RESTRICTIVE LEGEND. Each Warrant Share, when issued, shall
                  include a legend in substantially the following form: THESE
                  SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                  1933 (THE "ACT") NOR UNDER ANY STATE SECURITIES LAW AND MAY
                  NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNTIL
                  A (1) REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE
                  STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT
                  THERETO, OR (2) RECEIPT BY THE COMPANY OF AN OPINION OF
                  COUNSEL TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER
                  THE ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN
                  CONNECTION WITH THE PROPOSED TRANSFER.


                                       -8-
<PAGE>

            (l)   The Company will not, by amendment of its charter or through
                  reorganization, consolidation, merger, dissolution, sale of
                  assets or any other voluntary action, avoid or seek to avoid
                  the observance or performance of any of the terms of this
                  Warrant, but will at all times in good faith assist in the
                  carrying out of all such terms and in the taking of all such
                  action as may be necessary or appropriate in order to protect
                  the rights of the Holder of this Warrant against impairment.

Dated: January 27, 2005

                                              /s/ David Boone
                                              ----------------------------------
                                              American CareSource Holdings, Inc.

Attest:


/s/ Kent Tapper                               By: /s/ Wayne A. Schellhammer
-------------------------                         ------------------------------
Name:  Kent Tapper                                Name:  Wayne A. Schellhammer
Title: Secretary                                  Title: Chairman and CEO


                                       -9-
<PAGE>

                                  PURCHASE FORM

                                                        Dated _____________ 20__

      The undersigned hereby irrevocably elects to exercise the within Warrant
to the extent of purchasing ___________ shares of Common Stock and hereby makes
payment of ___________ in payment of the actual exercise price thereof.

                                  -------------

                     INSTRUCTIONS FOR REGISTRATION OF STOCK

Name ___________________________________________________________________________

                  (Please typewrite or print in block letters)

Address ________________________________________________________________________

Signature ______________________________________________________________________

                                  -------------

                                 ASSIGNMENT FORM

      FOR VALUE RECEIVED, ________________________________ hereby sells, assigns
and transfers unto

Name ___________________________________________________________________________

                  (Please typewrite or print in block letters)

Address ________________________________________________________________________

the right to purchase Common Stock represented by this Warrant to the extent of
_______ shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint ________________ Attorney, to transfer the same on the
books of the Company with full power of substitution in the premises.

Date ______________, 20__

Signature __________________________