THIRD
      AMENDMENT TO THE

    STOCK
      PURCHASE AGREEMENT


    THIS
      THIRD AMENDMENT (“Amendment”), dated August 7, 2006, amends that certain Stock
      Purchase Agreement (the “Agreement”) dated November 22, 2005 and entered by and
      between Choice Medical Centers, Inc., a Florida Corporation having a corporate
      address of 2295 North West Corporate Blvd., Suite 140, Boca Raton, Florida.
      33431 (“CMC”), CMC’s subsidiary and affiliate entities set forth in Exhibit A to
      the Agreement, (CMC and the subsidiary and affiliate entities set forth in
      Exhibit A to the Agreement collectively referred to as “CMC Companies”), and the
      shareholders, members and/or owners (the “Shareholders”) of the CMC Companies
      (the CMC Companies and Shareholders collectively referred to as the "Seller")
      on
      the one hand, and Basic Care Networks, Inc., a Delaware corporation having
      an
      address of 4270 Promenade Way, Suite 226, Marina Del Rey, CA 90292 ("Buyer")
      on
      the other hand. This Amendment is entered by and between the Seller and the
      Buyer. The Seller and the Buyer may hereinafter be referred to individually
      as a
      "Party" and collectively as the "Parties."

    


    1. The
      Parties mutually agree that the definition of “Closing Date” as set forth in
      Section 1.1 of the Agreement is hereby amended and restated to read in its
      entirety as follows: 

    


    “"Closing
      Date" shall
      mean the earlier
      of October 16, 2006 or seven (7) days after the closing of the underwriting
      associated with Buyer’s final registration statement,
      unless
      the Parties otherwise mutually agree to the contrary.”

    


    2. The
      Parties also mutually agree that Section 3.2 of the Agreement is hereby amended
      and restated to read in its entirety as follows: 

    


    “3.2.
      Closing.
      The
      closing of the transactions contemplated herein (the "Closing")
      shall
      occur the
      earlier
      of October 16, 2006 or seven (7) days after the closing of the underwriting
      associated with Buyer’s final registration statement,
      unless
      the Parties otherwise agree in writing. The Closing shall
      be
      held at 1:00 p.m. local time on the Closing Date at the law office of James
      L.
      Pruden, P.A., 980 N. Federal Highway, Suite 404, Boca Raton, FL 33432, unless
      the parties hereto otherwise mutually agree to the contrary.”

     

    3. The
      Parties also mutually agree that Section 10.1 of the Agreement is hereby amended
      and restated to read in its entirety as follows: 

     

    “10.1
      This Agreement may be terminated as provided below:

    


    
      	
            	(A)	
              Buyer
                and Seller may terminate this Agreement by mutual written consent
                at any
                time prior to the Closing;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      


      
        	
              	(B)	
                Buyer
                  may terminate this Agreement by giving written notice to Seller
                  at any
                  time prior to the Closing: (i) by reason of the failure of the
                  fulfillment
                  of any condition under Section
                  9
                  by
                  the Seller, or (ii) if the Closing shall not have occurred on or
                  before
                  the earlier of October 16, 2006 or seven (7) days after the closing
                  of the
                  underwriting associated with Buyer’s final registration statement for a
                  public offering; and

              


      

       

    

    
      
        	
              	(C)	
                Seller
                  may terminate this Agreement by giving written notice to Buyer
                  at any time
                  prior to the Closing: (i) by reason of the failure of fulfillment
                  of any
                  condition under Section
                  9
                  by
                  the Buyer, or (ii) if the Closing shall not have occurred on or
                  before
                  the
                  earlier of October 16, 2006 or seven (7) days after the closing
                  of the
                  underwriting associated with Buyer’s final registration statement for a
                  public offering.” 

              


      

      


    

    


     

    


     

    [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.

     

    BUYER:

    BASIC
      CARE NETWORKS, INC.,

    a
      Delaware corporation

    


    


    By: 
      /s/ Robert S.
      Goldsamt                  


    Robert
      S.
      Goldsamt

    Chief
      Executive Officer

    


    


    SELLER:
       

    CHOICE
      MEDICAL CENTERS, INC.

    


    By: /s/
      Gary
      Brown                          


    Gary
      Brown

    President

    


    


    INJURY
      TREATMENT CENTER OF BOYNTON BEACH, INC. 

    
      


      By: /s/
        Gary
        Brown                          


      Gary
        Brown
                                                          
      President

    


    


    INJURY
      TREATMENT CENTER OF CORAL SPRINGS, INC.

    
      


      By: /s/
        Gary
        Brown                          


      Gary
        Brown

    

    President

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    INJURY
      TREATMENT CENTER OF SOUTH FLORIDA, INC.

    
      
        


        By: /s/
          Gary
          Brown                          


        Gary
          Brown

      

      President


    

    


    INJURY
      TREATMENT CENTER OF FORT MYERS, INC.

    
      
        


        By: /s/
          Gary
          Brown                          


        Gary
          Brown

      

      President

    

    


    


    INJURY
      TREATMENT CENTER OF FORT LAUDERDALE, INC.

    
      
        


        By: /s/
          Gary
          Brown                          


        Gary
          Brown

      

      President

    

    


    


    CHIRO
      MEDICAL ASSOCIATES OF HOLLYWOOD, INC.

    
      
        


        By: /s/
          Gary
          Brown                          


        Gary
          Brown

      

      President

    

    


    


    SOUTHEAST
      MRI (f/k/a Mobile Diagnotic Imaging, LLC)

    
      
        


        By: /s/
          Gary
          Brown                          


        Gary
          Brown

      

      President

    

    


    


    NEURO
      MASSAGE THERAPISTS, INC.

    
      
        


        By: /s/
          Gary
          Brown                          


        Gary
          Brown

      

      President

    

    


    


    SHAREHOLDERS:
      

    


    
      /s/
        GARY
        BROWN                            


    

    GARY
      BROWN