FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

                                                                   EXHIBIT 10.18


                               FIRST AMENDMENT TO
                             NOTE PURCHASE AGREEMENT


         This First Amendment to Note Purchase Agreement ("Amendment") is
entered effective as of the 1st day of December, 2006, by and between ORION
HEALTHCORP, INC., a Delaware corporation (the "Company"), and PHOENIX LIFE
INSURANCE COMPANY, a New York corporation ("Investor").

                                    RECITALS

         WHEREAS, the Company and Investor entered into a certain Note Purchase
Agreement dated September 8, 2006, (the "Note Purchase Agreement"); and

         WHEREAS, Section 9.10(b) of the Note Purchase Agreement provides that
it may be amended in a writing signed by the Company and Investor.

         NOW, THEREFORE, in order to induce the Company and the Investor to
consummate the transactions contemplated by the Note Purchase Agreement, and for
other good and valua