THIRD
      AMENDMENT TO THE
MASTER
      TRANSACTION AGREEMENT

    


    


      THIS
      THIRD AMENDMENT (“Amendment”), is made by and among BASIC HEALTH CARE NETWORKS
      OF TEXAS, L.P., a Texas limited partnership (the “Company”)
      on the
      one hand and 303 MEDICAL CLINIC, P.A. , a Texas professional association, BRUCE
      E. WARDLE’, D.O., P.A., a Texas professional association, IBERIA MEDICAL CLINIC,
      P.A., a Texas professional association, KINGSLEY MEDICAL CLINIC, P.A., a Texas
      professional association, LAKE JUNE MEDICAL CENTER, P.A., a Texas professional
      association, NORTHSIDE MEDICAL CLINIC, P.A., a Texas professional association,
      O’CONNOR MEDICAL CENTER, P.A., a Texas professional association, RED BIRD URGENT
      CARE CLINIC, P.A., a Texas professional association (collectively, the
“Clinics”)
      and
      Bruce E. Wardlay, D.O. (“Physician”)
      is an
      amendment to that certain Master Transaction Agreement, dated December 12,
      2005,
      by and among the Company, the Clinics and the Physician (the “Agreement”). The
      Company, the Clinics and the Physician may hereinafter be referred to
      individually as a "Party" and collectively as the "Parties." This Amendment
      is
      effective as of August 7, 2006. 

    


    1. The
      Parties mutually agree that Section 2.2 of the Agreement is hereby amended
      and
      restated to read in its entirety as follows: 

    


    “2.2
      Closing.
      The
      Closing shall take place on or
      before
      (a) December 31, 2006, provided that the conditions in Article 7 are satisfied,
      or (b) on a date mutually agreed by the parties.
      The date
      on which the Closing occurs is hereinafter referred to as the “Closing
      Date.”
At
      the
      Closing, each of the Clinics and the Company shall execute and deliver an
      executed Asset Purchase Agreement in the form attached as Exhibit
      A
      hereto
      with respect to each such Clinic, including each of the closing deliverables
      set
      forth in such Asset Purchase Agreement.”

    


    2. The
      Parties also mutually agree that Section 9.4 of the Agreement is hereby amended
      and restated to read in its entirety as follows: 

    


    “9.4
      Termination
      Date.
      Unless
      terminated by mutual agreement of the parties prior to Closing, this Master
      Transaction Agreement shall terminate upon the first to occur of the following
      events: (a) at the discretion of the Physician if no registration statement
      shall have been filed by the Company with the SEC with respect to the initial
      public offering of the Company on or before March 15, 2006, (b) a date mutually
      agreed in writing by the Company and the Physician on which this Agreement
      shall
      terminate, (c) thirty (30) days after delivery of notice by a non-breaching
      party to the other party or parties of a material breach by such party or
      parties, provided that such material breach has not been cured (“Termination
      Date”).
      If
      Closing fails to occur as a result of the breach of this Master Transaction
      Agreement by the Company on the one hand, or any of the Physician Parties,
      on
      the other, this Master Transaction Agreement may be extended for a reasonable
      time to facilitate Closing at the election of the non-breaching party. In the
      event of termination of this Master Transaction Agreement pursuant to the
      provisions of this Section, a party that is not in material breach of this
      Master Transaction Agreement shall stand fully released and discharged with
      respect to any and all obligations under this agreement. In the event that
      the
      Conditions Precedent to Closing are not satisfied because of the breach of
      any
      representation, warranty or covenant of any party hereto, each party shall
      be
      entitled to pursue, exercise and enforce any and all remedies, rights, powers
      and privileges available hereunder or at law or in equity.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3. BCNI
      agrees that in the event no closing takes place by December 31, 2006 it will
      provide Dr. Wardlay with all audit information on his clinics to use as he
      sees
      fit. 

     

    


     

    [Remainder
      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.

     

    


    COMPANY:

    BASIC
      HEALTH CARE NETWORKS

    OF
      TEXAS,
      L.P.

    a
      Texas
      limited partnership

    


    By:
      Basic
      Health Care Networks of Texas I, LLC, a Delaware limited liability company,
      General Partner

    


    


    By:
      /s/ Robert S. Goldsamt       
      

    Robert
      S.
      Goldsamt

    Chief
      Executive Officer

    


    


    PHYSICIAN:
      

    


    /s/
      Dr. Bruce
      Wardlay                  


    Dr.
      Bruce
      Wardlay, an individual

    


    


    


    CLINICS:
       

    303
      MEDICAL CLINIC, P.A.

    
      


      /s/
        Dr. Bruce
        Wardlay                  

                                                    
Dr.
      Bruce
      Wardlay

    President

    


    


    BRUCE
      WARDLE’, D.O., P.A.

    
      


      /s/
        Dr. Bruce
        Wardlay                  

                                                    
Dr.
      Bruce
      Wardlay

    President

    


    


    IBERIA
      MEDICAL CLINIC, P.A.

    
      


      /s/
        Dr. Bruce
        Wardlay                  

                                                    
Dr.
      Bruce
      Wardlay

    President

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    KINGSLEY
      MEDICAL CLINIC, P.A.

    
      


      /s/
        Dr. Bruce
        Wardlay                  

                                                    
Dr.
      Bruce
      Wardlay

    President

    


    


    LAKE
      JUNE
      MEDICAL CENTER, P.A.

    
      


      /s/
        Dr. Bruce
        Wardlay                  

                                                    
Dr.
      Bruce
      Wardlay

    President

    


    


    NORTHSIDE
      MEDICAL CLINIC, P.A.

    
      


      /s/
        Dr. Bruce
        Wardlay                  

                                                    
Dr.
      Bruce
      Wardlay

    President

    


    


    O’CONNOR
      MEDICAL CENTER, P.A.

    
      


      /s/
        Dr. Bruce
        Wardlay                  

                                                    
Dr.
      Bruce
      Wardlay

    President

    


    


    RED
      BIRD
      URGENT CARE CLINIC, P.A.

    
      


      /s/
        Dr. Bruce
        Wardlay                  

                                                    
Dr.
      Bruce
      Wardlay

    President