Exhibit 10.1
THIRD AMENDMENT TO
CONVERTIBLE SUBORDINATED PROMISSORY NOTES
THIS
THIRD AMENDMENT TO
CONVERTIBLE
SUBORDINATED
PROMISSORY NOTES
(this
"Amendment") is made
and entered
into as of October
15, 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 on August 8,
2006 the Company
and Payee entered into that certain Second Amendment to Convertible
Subordinated
Promissory Notes,
which further extended the maturity date for the Notes to
October 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 co
