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
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