THIRD
      AMENDMENT TO
MEMBERSHIP
      INTEREST PURCHASE AGREEMENT
OF
HEALTH
      PLUS MANAGEMENT SERVICES, L.L.C.,
and
STUART
      BLUMBERG

    
 

    THIS
      THIRD AMENDMENT (“Amendment”)
      dated
      as of August 7, 2006, by and among BASIC CARE NETWORKS, INC., a Delaware
      corporation (the “Purchaser”),
      HEALTH PLUS MANAGEMENT SERVICES, LLC, a New York limited liability company
      (the
“Company”),
      and
      STUART BLUMBERG (“Blumberg”
or
      the
“Principal”),
      is an
      amendment to that certain Membership Interest Purchase Agreement dated November
      18, 2005 by and among the Buyer and Seller (the “Agreement”).
      

    


    WHEREAS,
      the parties desire to increase the Purchase Price in Section 2.1(a) of the
      Agreement by $100,000, to compensate the Principal for certain construction
      costs borne by the Principal during the extended period prior to
      Closing;

    


    WHEREAS,
      the parties deem it desirable to change the Annualized Earn-Out Period to
      January 1, 2006 through June 30, 2006; 

    


    WHEREAS,
      the parties wish to extend the deadline for effectiveness under Section 5.10
      of
      the Agreement; 

    


    WHEREAS,
      the parties also deem it desireable to make certain other adjustments to the
      purchase price provision in the Agreement. 

    


    THE
      PARTIES HEREBY AGREE AS FOLLOWS: 

    


    1.
       The
      parties mutually agree that Section 5.10 of the Agreement is hereby amended
      and
      restated to read in its entirety as follows: 

    


    “5.10
       Registration
      Statement Effective.
      The
      Registration Statement (as defined in Section 7.6, below) 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
      (as defined in Section 7.6, below); provided, however, that in the event the
      Registration Statement (i) has not been filed on or before March 15, 2006,
      or
      (ii) has not become effective on or before October 16, 2006, the Principal
      shall
      have the right, in its sole discretion, to terminate this Agreement without
      cost
      or penalty.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    “Section
      2.1 Purchase
      Price.
      Subject
      to the terms of this Agreement, as full consideration for the sale, assignment,
      transfer and delivery of the Purchased Interests and the execution and delivery
      of the agreements referenced herein, the Purchaser shall deliver to Principal
      the following aggregate consideration of (the “Purchase
      Price”):

     

    (a)
      TWELVE MILLION, ONE HUNDRED THIRTY-TWO THOUSAND, THREE HUNDRED AND FIFTY-SIX
      DOLLARS ($12,132,356) (the “Unadjusted
      Closing Cash Amount”),
      less
      an
      amount equal to the accrued employee bonus compensation payable by the Company,
      in an amount to be determined by the Principal, on behalf of the Company, on
      or
      prior to the Closing Date (the “Employee
      Bonus Amount”),
      which
      Employee Bonus Amount shall be an assumed liability of the Purchaser hereunder
      (the Unadjusted Closing Cash Amount, less the Employee Bonus Amount, shall
      be
      referred to herein as the “Closing
      Cash Amount”).
      At
      the Closing, the Principal shall inform the Purchaser of the specific amount
      of
      the Employee Bonus Amount, which shall be paid by the Purchaser in accordance
      with instructions provided by the Principal at or prior to the
      Closing.

     

    (b)
      The
      Closing Cash Amount shall be paid by the Purchaser at the Closing as follows:
      (i) first,
      to
      Health Management Corporation of America (“HMCA”),
      an
      amount equal to all principal and accrued interest, if any, owed by the Company
      under that certain promissory note, dated July 28, 2005 between the Company,
      as
      Maker, and HMCA, as Payee (the “HMCA
      Note Amount”),
      by
      wire transfer of immediately available U.S. funds, to an account designated
      in
      writing by HCMA at or prior to the Closing; and (ii) second,
      to
      Principal, an amount equal to the Closing Cash Amount, less the HMCA Note
      Amount, by
      wire
      transfer of immediately available U.S. funds,
      to an
      account designated in writing by Principal at or prior to the
      Closing.

     

    (c)
      In
      addition to the foregoing, and subject to the remaining terms of this
      subparagraph, a promissory note (the “Promissory
      Note”)
      will
      be issued (if applicable) within three (3) business days following the Closing
      in the form attached as Exhibit
      I
      in the
      principal amount equal to: three (3) times the excess, if any, of (i) Adjusted
      EBITDA for the annualized period of January 1, 2006 through June 30, 2006
      (unaudited) (the “Annualized
      Earn-Out Period”),
      over
      (ii) Two Million, Nine Hundred and Eighty-Three Thousand, Eighty-Nine Dollars
      ($2,983,089) (the “Base
      Year Amount”),
      provided,
      however
      that notwithstanding the foregoing,

     

    
      	(A)  	
              the
                principal amount of the Promissory Note to be issued hereunder shall
                not
                exceed $2,000,000; 

            


    

     

    
      	(B)  	
              the
                Employee Bonus Amount shall not be considered as an expense to be
                taken
                into account in determining Adjusted EBITDA (and thus shall be added
                back
                to reach Adjusted EBITDA) in all determinations of Adjusted EBITDA
                under
                this Agreement and all other agreements entered into in connection
                with
                the transactions contemplated hereby;
                and

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	(C)  	
              any
                amount in excess of $100,000 in any given year paid to Stuart Blumberg
                as
                compensation (including salary, bonuses or other forms of compensation)
                for acting as President and Chief Operating Officer (or any position
                with
                similar responsibilities) of the Purchaser shall not be treated as
                an
                expense to be taken into account in determining Adjusted EBITDA (and
                thus
                shall be added back to reach Adjusted EBITDA) in all determinations
                of
                Adjusted EBITDA under this Agreement and all other agreements entered
                into
                in connection with the transactions contemplated hereby.
                

            


    

     

    For
      clarity, the parties acknowledge that (i) if Adjusted EBITDA for the Annualized
      Earn-Out Period does not exceed the Base Year Amount, no Promissory Note shall
      be issued pursuant to this Section, and (ii) if, for example, Adjusted EBITDA
      for the Annualized Earn-Out Period exceeds the Base Year Amount by $500,000,
      the
      Promissory Note shall be issued in the principal face amount of $1,500,000
      (i.e.,
      $500,000 x 3 = $1,500,000).

     

    (d)
      The
      parties acknowledge and agree that, in the event the Promissory Note is issued
      but not paid, or in the event the Purchaser commits a material default under
      the
      Promissory Note which is not cured within the applicable cure period, and in
      addition to any of the remedies available to the Company and Principal,
      including, without limitation, any action for breach hereunder and under the
      Promissory Note, (i) the Non-Competition Agreement between Principal and the
      Company shall automatically terminate and be of no further force or effect,
      and
      (ii) at Principal’s option, the Consulting Agreement between Principal and the
      Company shall automatically terminate and be of no further force or effect,
      in
      which event Principal shall give the Company written notice of such
      termination.

     

    Upon
      issuance of the Promissory Note, 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 eleven (11)
      months after the date of issuance of said Promissory Note, but no later than
      June 30, 2007. For purposes of this Agreement, “Adjusted EBITDA” shall mean
      earnings of the Purchaser derived from the P.C.s before taxes, interest,
      depreciation and amortization, determined in accordance with GAAP on an accrual
      basis by the Company’s independent auditor, adjusted as follows:

     

    
      	 	
              (1)
                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 Purchaser or the P.C.s, 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;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (2)
                the
                Employee Bonus Amount shall not be treated as an expense, and thus
                shall
                be added back to reach Adjusted EBITDA;
                and

            


    

     

    
      	 	
              (3)
                any
                extraordinary or unusual gains or losses and any gains or losses
                from the
                sale of any capital assets used by the Purchaser or the P.C.s or
                any
                subsidiary thereof in its operations during the applicable twelve-month
                periods under comparison (as opposed to assets acquired in the ordinary
                course of the business of the Purchaser, the P.C.s and its subsidiaries
                for resale or other disposition) shall be excluded from
                income.”

            


    

     

    


     

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    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment, on the day
      and
      year first above written.

     

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

              Name:
                Robert Goldsamt

              Title:
                Chief Executive Officer

            
	 	 


    

     

    
      	 	 	 
	PRINCIPAL:	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	 /s/ Stuart
              Blumberg
	 	
              

              Stuart
                Blumberg

            
	 	 


    

    
      	 	 	 
	 	 	 
	COMPANY:	HEALTH
              PLUS
              MANAGEMENT SERVICES, L.L.C.
	 
 	 
 	 
 
	 	By:  	 /s/ Stuart Blumberg
	 	
              
Name:
              Stuart Blumberg
	 	Title: