FIRST AMENDMENT TO CONVERTIBLE SUBORDINATED PROMISSORY NOTES

                                                                    Exhibit 10.1

                               FIRST AMENDMENT TO
                    CONVERTIBLE SUBORDINATED PROMISSORY NOTES

     THIS FIRST AMENDMENT TO CONVERTIBLE SUBORDINATED PROMISSORY NOTES (this
"Amendment") is made and entered into as of May 9, 2006 by and between Orion
HealthCorp, Inc., a Delaware corporation (the "Company"), and Brantley Partners
IV, L.P. ("Payee").

     WHEREAS, on June 1, 2005 the Company issued to Payee that certain
Convertible Subordinated Promissory Note in the original principal amount of
$1,025,000 due April 19, 2006 (the "First Note");

     WHEREAS, on June 1, 2005 the Company issued to Payee that certain
Convertible Subordinated Promissory Note in the original principal amount of
$225,000 due April 19, 2006 (the "Second Note" and collectively with the First
Note, the "Notes");

     WHEREAS, the Company and Payee desire to amend the Notes on the terms and
conditions set forth herein.

     NOW, THEREFORE, in consideration of the agreements and promises contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

     1. Amended Terms. The maturity date set forth in