NEWQUEST, LLC NEWQUEST MANAGEMENT OF FLORIDA, LLC 44 VANTAGE WAY SUITE 300 NASHVILLE, TENNESSEE 37228

NEWQUEST, LLC
NEWQUEST MANAGEMENT OF FLORIDA, LLC
00 XXXXXXX XXX
XXXXX 000
XXXXXXXXX, XXXXXXXXX 00000

November 1, 2006

America’s Health Choice Medical Plans, Inc.
0000 Xxxxx X.X. Xxxxxxx 0
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxxx Xxxxx, Chief Executive Officer

Xx. Xxxxxx Xxxxx
0000 Xxxxxxxx Xxxxx Xxxx X.
Xxxx Xxxxx, Xxxxxxx 00000

     Re: Mutual Termination of Stock Purchase Agreement

Dear Xx. Xxxxx:

     Reference is made to the Stock Purchase Agreement, dated May 30, 2006 (the “Purchase Agreement”), by and among Xx. Xxxxxx Xxxxx and Xxxxxx Xxxxx, America’s Health Choice Medical Plans, Inc., a Florida corporation (“AHC”), and NewQuest, LLC, a Texas limited liability company (“NewQuest”). As you are aware, the parties have been unable to reach agreement concerning resolution of certain issues arising from NewQuest’s due diligence investigation of the operations of AHC and its medical clinic affiliates on a timetable acceptable to all of the parties. This letter constitutes the mutual agreement of the parties to terminate the Purchase Agreement in accordance with its terms, effective as of today, pursuant to Section 12.1(i) thereof.

     Notwithstanding Section 6.2.5 of that certain Management Agreement, dated May 30, 2006 (the “Management Agreement”), by and between AHC and NewQuest Management of Florida, LLC, a Florida limited liability company (“NMF”), providing that each of AHC and NMF may terminate the Management Agreement upon 30 days prior written notice to the other party in the event the Purchase Agreement is terminated for any reason, this letter constitutes the agreement of the parties to continue the Management Agreement until either AHC subsequently terminates on thirty (30) days’ prior written notice to NMF or NMF terminates on sixty (60) days’ prior written notice to AHC; provided, that the management fee will be equal to (i) 16% of monthly HMO Revenues (as defined in the Management Agreement) less (ii) monthly HMO Expenses (as defined in the Management Agreement) during the period of continuation.

America’s Health Choice Medical Plans, Inc.
Xx. Xxxxxx Xxxxx
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	Sincerely, NEWQUEST, LLC NEWQUEST MANAGEMENT OF FLORIDA, LLC
	By:	/s/ Xxxxxxx X. Xxxxxxxxxxxx
		Xxxxxxx X. Xxxxxxxxxxxx, Vice President

AGREED AND ACCEPTED; EFFECTIVE AS OF THE DATE WRITTEN ABOVE

 /s/ Xx. Xxxxxx Xxxxx

Xx. Xxxxxx Xxxxx 

 /s/ Xxxxxx Xxxxx

Xxxxxx Xxxxx 

AMERICA’S HEALTH CHOICE MEDICAL PLANS, INC.

By:    /s/ Xx. Xxxxxx Xxxxx

Title:    Chief Executive Officer

cc:		Xxxxxxx Xxxxx, Esq.
		Chief Operating Officer
		0000 Xxxxx X.X. Xxxxxxx 0 Xxxx Xxxxx, Xxxxxxx 00000
		Xxxxxxxxxx Xxxxxx, P.A.
		000 X. Xxxxxxx Xxxxx Xxxx, Xxxxx 000
		Xxxx Xxxxxxxxxx, Xxxxxxx 00000 Attn.: Xxxxxxx Xxxxxx, Esq.
		Bass, Xxxxx & Xxxx PLC
		000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
		Xxxxxxxxx, Xxxxxxxxx 00000
		Attn.: J. Xxxxx Xxxxxxx, Jr., Esq.