Exhibit 10.1
SECOND AMENDMENT TO
CONVERTIBLE SUBORDINATED PROMISSORY NOTES
THIS SECOND AMENDMENT TO CONVERTIBLE SUBORDINATED PROMISSORY
NOTES (this "Amendment") is made and entered into as of August 8,
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, on May 9, 2006, the Company and Payee entered into
that certain First Amendment to Convertible Subordinated Promissory
Notes, which
extended the maturity date for the Notes to August 15, 2006;
and
WHEREAS, the Company and Payee desire to further 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 a
