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Amendment to the Stock Purchase Agreement

Stock Purchase Agreement

Amendment to the Stock Purchase Agreement | Document Parties: ORION HEALTHCORP INC | Rand Medical Billing, Inc.,  | Marvin I. Retsky You are currently viewing:
This Stock Purchase Agreement involves

ORION HEALTHCORP INC | Rand Medical Billing, Inc., | Marvin I. Retsky

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Title: Amendment to the Stock Purchase Agreement
Governing Law: California     Date: 12/7/2006
Industry: Healthcare Facilities     Sector: Healthcare

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       Amendment to the Stock Purchase Agreement, dated September 8, 2006

         THIS AMENDMENT ("Amendment"), dated as of November 30, 2006 is by and
among (i) Rand Medical Billing, Inc., a California corporation ("Rand"), (ii)
Marvin I. Retsky, M.D., the sole stockholder of Rand ("Retsky") and (iii) Orion
HealthCorp Inc., a Delaware corporation ("Purchaser"), Purchaser, Retsky and
Rand are each a "Party" and are collectively the "Parties"). Capitalized terms
used herein and not defined herein shall have the meanings ascribed to them in
the Purchase Agreement.

                                    RECITALS
                                    --------

         WHEREAS, Rand, Retsky and Purchaser are parties to that certain Stock
Purchase Agreement dated September 8, 2006, ("Purchase Agreement") and
Purchaser, Rand and Retsky desire to amend the Purchase Agreement as set forth
below.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereby agree to amend
the Purchase Agreement pursuant to Section 13.2 thereof as follows:

         SECTION 1. Section 2.1 (a) of the Purchase Agreement is hereby amended
and restated in its entirety to read as follows:

         "(a) Cash Down. At the Closing Purchaser will pay Retsky, by wire
transfer of immediately available funds to an account specified by Retsky, an
amount equal to Seven Million Two Hundred Thousand Dollars($7,200,000) (the
"Cash Down Payment");"

         SECTION 2. Section 2.1 (c) of the Purchase Agreement is hereby amended
and restated in its entirety to read as follows:

         "(c) Cash Escrow. At the Closing, Purchaser will deliver to Purchaser's
counsel, Benesch Friedlander Coplan & Aronoff LLP ("BFCA"), for deposit into the
IOLTA account of BFCA, by wire transfer of immediately available funds, an
amount equal to Two Hundred Thousand Dollars ($200,000) (the "Escrow Amount"),
to be held in trust on behalf of Purchaser and Retsky. Purchaser and Retsky
hereby authorize and instruct BFCA to disburse the Escrow Amount (without
further instructions from Retsky or Purchaser) as promptly as possible following
receipt by BFCA of wire instructions for an interest-bearing escrow account in
the joint name of Orion HealthCorp and Retsky (the "Cash Escrow Account") set up
by City National Bank (the "Escrow Agent") to Escrow Agent for deposit into the
Cash Escrow Account, by wire transfer of immediately available funds, to be held
pursuant to the terms of an Escrow Agreement between Retsky, Purchaser and
Escrow Agent (the "Escrow Agreement"). Purchaser and Retsky hereby release BFCA
from all liability associated with holding of the Escrow Amount other than
claims arising as a result of BFCA's willful misconduct and will jointly and
severally indemnify BFCA from any and all liability associated with holding of
the Escrow Amount. Purchaser and Retsky acknowledge that BFCA is an intended
third party beneficiary of this Agreement for t


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