[LOGO] Wells Fargo Bank,
National Association
Personal Guaranty
--------------------------------------------------------------------------------
Wells Fargo Bank, National Association
American CareSource Holdings, Inc.
666 Walnut Street, PO Box 837
8080 Tristar Drive, Suite 100
Des Moines, Iowa 50304-0837
Irving, TX 75063
(the "Bank")
(the "Borrower")
Dated: December 28, 2005
FOR
VALUABLE CONSIDERATION, and to induce the Bank in its sole
discretion
to make loans or extend other accommodations to or for the account
of the
Borrower, the undersigned gives this Personal Guaranty (the
"Guaranty"), and
absolutely and unconditionally guarantees to the Bank the full and
prompt
payment of each and every debt, liability or obligation of the
Borrower to the
Bank relating to or arising out of the Credit Agreement between
Borrower and
Bank with an effective date of December 1, 2004, as amended from
time to time,
together with any deposit account related overdrafts of the
Borrower. (All such
obligations, including but not limited to every promissory note,
instrument, or
other agreement given by the Borrower evidencing any such
obligations, and any
extensions, renewals, replacements or refinancings of same, to
collectively be
referred to as the "Indebtedness".)
This
Guaranty is an absolute, unconditional and continuing guaranty
of
payment of the Indebtedness and shall continue to be binding upon
the
undersigned, whether or not all Indebtedness is paid in full, until
this
Guaranty is revoked prospectively in writing as to future
transactions. Such
revocation shall not be effective until actually received in
writing by the Bank
and then shall not be effective as to Indebtedness existing or
committed to at
the time of revocation, and shall not be effective as to renewals,
extensions,
or refinancings of existing Indebtedness, whether such Indebtedness
is renewed
before or after receipt of such notice of revocation. The death or
incompetence
of the undersigned shall not revoke this Guaranty until written
notice of such
death or incompetence is actually received by the Bank, and then
only
prospectively as to future transactions as set forth above.
Notwithstanding the
preceding paragraphs, the liability of the undersigned
under this Guaranty shall be limited to a principal amount of
$3,925,000.00,
plus accrued interest on the full amount of the Indebtedness and
all attorneys'
fees, collection costs and enforcement expenses incurred by the
Bank in
collecting on and enforcing its rights under the Indebtedness and
incurred in
connection with the protection, defense or enforcement or this
Guaranty in any
litigation or bankruptcy proceedings. The Indebtedness may be
created and
continued in any amount, whether or not in excess of such principal
amount,
without reducing or impairing the liability of the undersigned
under this
Guaranty. Any payment made by the undersigned under this Guaranty
shall be
effective to reduce or discharge the undersigned's liability only
if accompanied
by a written transmittal document, received by the Bank and
advising it that
such payment is made under this Guaranty for such purpose.
The
undersigned further acknowledges and agrees with Bank that:
1. No act or event need occur to establish the liability of the
undersigned
under this Guaranty, and no act or event, except full payment and
discharge of
all Indebtedness, shall exonerate and discharge the liability of
the undersigned
under this Guaranty.
<PAGE>
2. If the undersigned dies or becomes insolvent (however defined)
then the Bank
may declare immediately due and payable the obligations of the
undersigned under
this Guaranty, and the undersigned shall immediately pay to the
Bank the full
amount of all Indebtedness, whether due and payable or unmatured.
If the
undersigned voluntarily commences or there is commenced
involuntarily against
the undersigned a case under the United States Bankruptcy Code, the
obligations
of the undersigned under this Guaranty shall immediately be due and
payable
without the necessity of demand or notice.
3. The undersigned will not exercise or enforce any right of
contribution,
reimbursement, recourse or subrogation available to the undersigned
against the
Borrower or any person liable for payment of the Indebtedness, or
as to any
collateral securing the Indebtedness, unless and until all of the
Indebtedness
shall have first been
