THIRD
      AMENDMENT TO
ASSET
      PURCHASE AGREEMENT
OF
PARK
      SLOPE MANAGEMENT ASSOCIATES, LLC

     

    


    THIS
      THIRD AMENDMENT (“Amendment”)
      dated
      as of August 7, 2006, by and among PARK SLOPE MANAGEMENT ASSOCIATES, LLC, a
      New
      York limited liability company having its principal place of business at 6
      Corporate Center Drive, Melville, New York (“Seller”),
      BASIC
      CARE NETWORKS (Park Slope), LLC, a New York limited liability company having
      its
      principal place of business at 4270 Promenade Way, Suite 226, Marina Del Rey,
      California 90292 (“Buyer”),
      and
      BASIC CARE NETWORKS, INC., a Delaware corporation having its principal place
      of
      business at 4270 Promenade Way, Suite 226, Marina Del Rey, California 90292
      (“Parent”),
      of
      which Buyer is a wholly-owned subsidiary, is an amendment to that certain Asset
      Purchase Agreement dated November 18, 2005 by and among the Parent, Buyer and
      Seller (the “Agreement”).
      

    


    1.
       The
      parties mutually agree that Section 9(k) of the Agreement is hereby amended
      and
      restated to read in its entirety as follows: 

    


    “(k)
       Registration
      Statement Effective.
      The
      Registration Statement shall have become effective under the Securities Act
      and
      no stop order suspending the effectiveness of the Registration Statement shall
      have been issued and no proceedings for that purpose shall have been initiated
      or threatened by the SEC; provided, however, that in the event (i) the
      Registration Statement shall not have been filed with the SEC on or before
      March
      15, 2006, or (ii) the Registration Statement shall not have been declared
      effective on or before October 16, 2006, the Seller shall have the right, in
      its
      sole discretion, to terminate this Agreement without cost or
      penalty.”

     

    2.  Section
      2
      of the Agreement is hereby amended and restated to read in its entirety as
      follows: 

     

    “2.
       Purchase
      Price.
      The
      purchase price for the Assets to be conveyed hereunder (the “Purchase Price”)
      shall consist of a total amount equal to the lesser of (i) $5,000,000 or (ii)
      an
      amount equal to four (4) times the Adjusted EBITDA of Seller (and the Buyer
      for
      the period after Closing, which will operate its business in good faith and
      shall not transfer the Assets during the Measuring Period, as such term is
      defined below) derived from the P.C. for the twelve (12) month period beginning
      October 1, 2005 and ending September 30, 2006 (the “Measuring Period”). For
      purposes of this Agreement, “Adjusted EBITDA” shall mean earnings before taxes,
      interest, depreciation and amortization, determined in accordance with GAAP
      on
      an accrual basis by the Buyer’s independent auditor, adjusted as
      follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    a.
      neither the proceeds from nor any dividends or refunds with respect to, nor
      any
      increases in the cash surrender value of, any life insurance policy under which
      the Buyer or the P.C., is the named beneficiary or is otherwise entitled to
      recovery, shall be included as income, and the premium expense related to any
      such life insurance policy shall not be treated as an expense;

     

    b.
      any
      extraordinary or unusual gains or losses and any gains or losses from the sale
      of any capital assets used by the Buyer or the P.C. or any subsidiary thereof
      in
      its operations during the applicable Measuring Period (as opposed to assets
      acquired in the ordinary course of the business of the Buyer, the P.C. and
      its
      subsidiaries for resale or other disposition) shall be excluded from
      income.

     

    c.    The
      Purchase Price shall be paid by the Buyer to Seller as follows:

     

    
      	(i)  	
              Seven
                hundred fifty thousand dollars ($750,000), payable in immediately
                available funds shall be paid at the Closing, and delivered, at Seller’s
                election, either by certified check(s) or wire
                transfer;

            


    

     

    
      	(ii)  	
              an
                additional amount equal to the product of (y) two times the Adjusted
                EBITDA of the Seller for the period between January 1, 2006 and June
                30,
                2006, multiplied by (z) four, but not to exceed One million
                dollars ($1,000,000) in any event, shall be paid at the Closing and
                delivered, at Seller’s election, either by certified check(s) or wire
                transfer; and

            


    

     

    
      	(iii)  	
              a
                secured promissory note substantially in the form attached as Exhibit
                A
                (“Promissory Note”) in the principal amount, in U.S. dollars, equal to the
                unpaid balance of the Purchase Price, which shall be issued by the
                Buyer
                to the Seller on or prior to November 30,
                2006;

            


    

     

    provided,
      however, that the Buyer may, at its election, at any time on or after July
      31,
      2006 and prior to November 30, 2007, pay (in cash or immediately available
      funds) any portion of the Purchase Price in an amount up to $1,000,000 (or
      a
      greater amount at Buyer’s election), without penalty, to Seller (each such
      payment, a “Prepayment”).

     

    Upon
      issuance of the Promissory Note, (i) interest shall be deemed accrued at the
      simple rate of six percent (6%) per annum on any unpaid balance of the Purchase
      Price, appropriately adjusted for any Prepayment, from the date of the Closing
      to the date of issuance, and (ii) interest on unpaid principal under the
      Promissory Note shall accrue at the simple rate of six percent (6%) per annum
      from and after the date of issuance. Any and all accrued interest under the
      Promissory Note shall be due and payable six (6) months after the date of
      issuance of the Promissory Note, with the remainder of all outstanding accrued
      interest and principal under the Promissory Note due and payable thirteen (13)
      months after the date of issuance of said Promissory Note, but no later than
      December 31, 2007.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Purchase Price for the Assets shall be allocated for federal, state, local
      and
      foreign tax purposes by each of Seller and Buyer among the Assets sold,
      transferred and assigned hereunder and the agreements contained herein below
      as
      set forth on Schedule 2 attached hereto.”

     

    


     

    


     

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      of Page Left Blank Intentionally]

     

    


     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
      executed and delivered in the manner legally binding upon them as of the date
      first above written.

     

    
      	
              BASIC
                CARE NETWORKS (Park Slope), LLC
 	 	 	
              PARK
                SLOPE MANAGEMENT

              ASSOCIATES,
                LLC, by SJB Ventures,
                Inc., 

              a
                Member 

            
	 	 	 	 
	 	 	 	 
	By: 
/s/
              Robert Goldsamt	 	 	By: 
/s/
              Stuart Blumberg
	
              
                

              

              Name:
                Robert Goldsamt

              Title:
                Chief Executive Officer

            	 	 	
              
                

              

              Name:
                Stuart Blumberg

              Title:
                Authorized Signatory

            
	 	 	 	
            


    

     

    
      	
              BASIC
                CARE NETWORKS, INC
 	 	 	
            
	 	 	 	 
	 	 	 	 
	By: 
/s/
              Robert Goldsamt	 	 	
            
	
              
                

              

              Name:
                Robert Goldsamt

              Title:
                Chief Executive Officer