Exhibit 2.1

STOCK PURCHASE AGREEMENT        AMONG        PROSPECT MEDICAL GROUP, INC.,        PROSPECT MEDICAL HOLDINGS, INC.,        GREATER MIDWEST
       SIERRA MEDICAL GROUP HOLDING COMPANY, INC.        AND        RICHARD MERKIN, M.D.        April 23, 2008

1

---



STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (the "Agreement") is entered into this 23rd day of April, 2008 by and among Prospect Medical
Group, Inc., a California professional corporation ("Group") and Prospect Medical Holdings, Inc., a Delaware corporation, and an affiliate
of Group ("Holdings")(Group and Holdings are collectively referred to herein as the "Prospect
Parties"), Greater Midwest, a Nevada corporation ("Greater Midwest"), Sierra Medical Group Holding Company, Inc., a
California professional corporation ("Heritage PC"), and Richard Merkin, M.D. ("Shareholder") (Greater Midwest, Heritage PC and the
Shareholder are collectively referred to herein as the "Heritage Parties").

RECITALS

A.    WHEREAS,
each of Sierra Primary Care Medical Group, A Medical Corporation ("Sierra"), Antelope Valley Medical
Associates, Inc. ("Antelope Valley") and Pegasus Medical Group, Inc. ("Pegasus") is a
California professional corporation that operates as an independent practice association.

B.    WHEREAS,
Sierra Medical Management, Inc. ("SMM") is a Delaware corporation which provides management and
administrative services to independent practice associations and medical clinics pursuant to long-term management agreements, and in such capacity has a management agreement with each of
Sierra ("Sierra Management Agreement"), Antelope Valley ("Antelope Valley Management Agreement") and
Pegasus ("Pegasus Management Agreement").

C.    WHEREAS,
Group owns of record and beneficially all of the issued and outstanding shares of common stock of Sierra (the"Sierra
Shares"), all of the issued and outstanding common stock of Antelope Valley (the"Antelope Valley Shares") and all the issued
and outstanding common stock of Pegasus (the"Pegasus Shares").

D.    WHEREAS,
Holdings owns of record and beneficially all of the issued and outstanding shares of common stock of SMM (the"SMM
Shares").

E.    WHEREAS,
Heritage PC is a California professional corporation that operates as an independent practice association and, as such, contracts with physicians to provide
professional medical services to patients through capitated contracts with health plans.

F.     WHEREAS,
Greater Midwest is an affiliate of Heritage PC and provides management and administrative services to independent practice associations pursuant to long-term
management agreements.

G.    WHEREAS,
Shareholder is the holder of 100% of the issued and outstanding shares of Greater Midwest and is the holder of 100% of the issued and outstanding shares of
Heritage PC.

H.    WHEREAS,
upon the terms and subject to the conditions of this Agreement (i) Holdings desires to sell to Greater Midwest, and Greater Midwest desires to purchase
from Holdings, all of the SMM Shares (the"SMM Stock Purchase"), (ii) Group desires to sell to Heritage PC, and Heritage PC desires to purchase
from Group, all of the Sierra Shares (the"Sierra Stock Purchase"), all of the Antelope Valley Shares (the"Antelope Valley
Stock Purchase"), and all of the Pegasus Shares (the"Pegasus Stock Purchase").

I.     WHEREAS,
the Prospect Parties and the Heritage Parties desire to make certain representations and warranties and other agreements in connection with the SMM Stock
Purchase, the Sierra Stock Purchase, the Antelope Valley Stock Purchase and the Pegasus Stock Purchase.

2

---



AGREEMENT

NOW, THEREFORE, in reliance on the foregoing recitals and in and for the consideration and representations, warranties, agreements and
covenants set forth herein, the parties hereto hereby agree as follows:

ARTICLE 1

PURCHASE AND SALE OF SMM SHARES, SIERRA SHARES,
ANTELOPE VALLEY SHARES AND PEGASUS SHARES

1.1Closing; Closing Date.The consummation (the"Closing") of
the SMM Stock Purchase, the Sierra Stock Purchase, the Antelope Valley Stock Purchase, the Pegasus Stock Purchase and the other transactions contemplated by this Agreement (collectively, the "Transaction"), shall take place at 10:00 am at the offices of Theodora Oringher Miller & Richman PC, 2029 Century Park East,
6th Floor, Los Angeles, California, (i) fifteen (15) business days following delivery of the Final Prospect Schedules and the Final Heritage Schedules to Escrow
Agent, as such terms are defined in Section 1.6(a) hereof, and to the other parties hereunder, provided that all of the conditions precedent to the performance of the Prospect Parties and the
Heritage Parties as set forth in Sections 5.2 and 5.4 hereof are satisfied or waived on or before that date, or, (ii) in the event that such conditions precedent are not satisfied or
waived on or before that date, on the fifth business day following the satisfaction or waiver of all such conditions precedent (the"Closing Date").

1.2Transfer of SMM Shares.At the Closing, Holdings will deliver to Greater Midwest one or more certificates
representing all of the SMM Shares, as set forth inSchedule 1.2. Such stock certificates will be duly endorsed in blank for transfer or shall be
presented with stock powers duly endorsed in blank, with such other documents as may be reasonably required by Greater Midwest to effect a valid transfer of such Sierra Shares by Holdings, free and
clear of any claims, demands, liens, mortgages, encumbrances, pledges, security interests, and restrictions of any kind (collectively,"Liens").

1.3Transfer of Sierra Shares.At the Closing, Group will deliver to Heritage PC one or more certificates
representing all of the Sierra Shares, as set forth inSchedule 1.3.Such stock certificates will be duly endorsed in blank for transfer or shall
be presented with stock powers duly endorsed in blank, with such other documents as may be reasonably required by Heritage PC to effect a valid transfer of such Sierra Shares by Group, free and clear
of any Liens.

1.4Transfer of Antelope Valley Shares.At the Closing, Group will deliver to Heritage PC one or more
certificates representing all of the Antelope Valley Shares, as set forth inSchedule 1.4.Such stock certificates will be duly endorsed in blank
for transfer or shall be presented with stock powers duly endorsed in blank, with such other documents as may be reasonably required by Heritage PC to effect a valid transfer of such Antelope Valley
Shares by Group, free and clear of any Liens.

1.5Transfer of Pegasus Shares.At the Closing, Group will deliver to Heritage PC one or more certificates
representing all of the Pegasus Shares, as set forth inSchedule 1.5.Such stock certificates will be duly
endorsed in blank for transfer or shall be presented with stock powers duly endorsed in blank, with such other documents as may be reasonably required by Heritage PC to effect a valid transfer of such
Pegasus Shares by Group, free and clear of any Liens.

1.6Purchase Price and Payment.In consideration of (i) the sale by Holdings to Greater Midwest of the
SMM Shares, and (ii) the sale by Group to Heritage PC of the Sierra Shares, the Antelope Valley Shares and the Pegasus Shares, the Heritage Parties shall pay the Prospect Parties the aggregate
purchase price for the Transaction of Ten Million Dollars ($10,000,000), as adjusted in accordance with Section 1.6(b) below (the"Purchase
Price"), payable in cash at Closing. Of such amount, (i) One Million Dollars ($1,000,000) has been deposited as the Hard Money Amount, as defined below, to be released
to the Prospect Parties as described in Section 1.6(a) below, and (ii) at the Closing,

3

---



Two Million
Dollars ($2,000,000) (the"Balance Sheet Adjustment Amount") shall be paid into the Escrow Fund, as defined below, to be held as a
reserve for the Closing Date Balance Sheet Reconciliation described in Section 1.6(b) hereof. Upon completion of the Closing Date Balance Sheet Reconciliation, the funds held in the Escrow Fund
shall be paid to the Prospect Parties and/or the Heritage Parties, as appropriate, pursuant to Sections 1.6(b) and 1.6(c), below.



4

---





5

---





1.7Purchase Price Allocation.The parties agree that they shall mutually cooperate in completing the allocation
of the Purchase Price among SMM, Sierra, Antelope Valley, Pegasus and the Non-Competition Agreements as shown inSchedule 1.7prior
to the Closing Date, and agree that they shall use such allocation for purposes of federal and state tax reporting. The parties further agree to mutually cooperate in the filing of Form 8594
with the Internal Revenue Service.

1.8Fair Market Value.The parties agree that the portions of the Purchase Price allocated to the SMM Shares,
the Sierra Shares, the Antelope Valley Shares and the Pegasus Shares reflects the fair aggregate market value of such shares.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES
OF THE PROSPECT PARTIES

In order to induce the Heritage Parties to enter into this Agreement and to consummate the Transaction, Holdings and Group, jointly and
severally, make the representations and warranties set forth in this Article 2, which representations and warranties shall not be deemed made as of the date of execution of this Agreement but
instead shall be deemed made as of the date of delivery by the Prospect Parties of the Final Prospect Schedules pursuant to Section 1.6(a) of this Agreement.

2.1Organization; Subsidiaries.Sierra, Antelope Valley and Pegasus are professional corporations duly
organized, validly existing and in good standing in the State of California. SMM is a corporation duly organized, validly existing and in good standing in the State of Delaware. The AV Entities have
all requisite corporate power and authority to own, lease, and operate their assets and to carry on their respective businesses as now being conducted. None of the AV Entities has any partially-owned
or wholly-owned subsidiaries.

2.2Minute Book and Stock Records.True and genuine copies of the minute books and stock records minute of the
AV Entities have been delivered to the Heritage Parties. None of the AV Entities is in default under or in violation of any provision of its Articles of Incorporation or its Bylaws.

2.3Authorization.Each of the Prospect Parties has the power and authority to enter into this Agreement and to
consummate the Transaction. All actions on the part of the Prospect Parties necessary for the authorization, execution, delivery and performance of this Agreement and the consummation of the
Transaction, have been or will be taken prior to the Closing Date, and this

6

---



Agreement
(including exhibits, schedules and the ancillary agreements) constitutes the legal, valid and binding obligation of each of the Prospect Parties, enforceable against them in accordance with
its terms, except as enforceability may be restricted, limited or delayed by applicable bankruptcy, insolvency, fraudulent conveyance, or other laws affecting creditor's rights generally, and except
as enforceability is subject to general principles of equity.

2.4No Consent Required.Except as set forth on Schedule 2.4,neither the execution and delivery of this Agreement by
the Prospect Parties nor the performance by them of their obligations under
this Agreement requires the consent, approval, order or authorization of, or registration, declaration or filing with any governmental entity or any third party.

2.5No Violation of Other Agreements; No Conflicts.



2.6Capital Structure.The authorized capital stock of Sierra consists of 5,000 shares of common stock, no par
value, of which 1,000 shares are issued and outstanding. The authorized capital stock of Antelope Valley consists of 100,000 shares of common stock, no par value, of which 1,000 common shares are
issued and outstanding. The authorized capital stock of Pegasus consists of 100,000 shares of common stock, no par value, of which 100 common shares are issued and outstanding. The authorized capital
stock of SMM consists of 2,500 shares of common stock, $0.01 par value per share, of which 1,000 common shares are issued and outstanding. All of the Sierra Shares, Antelope Valley Shares and Pegasus
Shares are validly issued, fully paid and non-assessable and all are owned by Group. All of the SMM Shares are validly issued, fully paid and non-assessable and all are owned
by Holdings. Except as set forth on Schedule 2.6, there are no options, warrants, rights, shareholder agreements or other instruments or agreements outstanding giving any person the right to
acquire any shares of capital stock of the AV Entities, nor are there any commitments to issue or execute any such options, warrants, rights, shareholder agreements or other instruments or agreements.
There are no outstanding stock appreciation rights or similar rights outstanding with respect to any of the capital stock of the AV

7

---



Entities
nor are there any instruments, or agreements giving anyone the right to acquire any such rights.

2.7Financial Statements.The AV Entities have provided the Heritage Parties with each of their respective
unaudited balance sheets and income statements for the year ended September 30, 2007 (the"Financial Statements"). The Financial Statements
fairly and accurately represent the financial condition and results of operation of the AV Entities as of the date and for the periods set forth therein and the Financial Statements do not contain any
statement that is false or misleading with respect to any material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
Since the date of the Financial Statements, each of the AV Entities has continued operations in the ordinary course of business conducted in a manner consistent with past practices and customs.

2.8No Undisclosed Liabilities.Except as provided in Schedule 2.8,none of the AV Entities has any liabilities or
obligations of any nature except: (i) for those shown on the Financial
Statements; and (ii) those incurred subsequent to September 30, 2007, in the ordinary course of business conducted in a
manner consistent with past practices and custom and shown on the Closing Date Balance Sheet or not required to be stated therein and not necessary to make the statements therein not misleading.

2.9Tax Matters.The AV Entities have each timely filed all income and franchise tax returns required to be
filed by them and have timely paid in full all Taxes (defined below) shown in such returns to be owed by them. Except as provided in Schedule 2.9,(i) no action or proceeding for the
assessment or collection of any Taxes is pending against any of the AV Entities,
(ii) no deficiency, assessment or other formal claim for any Taxes has been asserted or made against any of the AV Entities that has not been fully paid or finally settled; and (iii) no
issue has been formally raised by any taxing authority in connection with an audit or examination of any return of Taxes. "Taxes" means taxes, charges, fees, levies, or assessments including, without
limitation, income, excise, property, withholding, payroll, sales and franchise taxes, imposed by federal, state, county, local or foreign government or subdivision or agency thereof, and including
any interest, penalties or additions.

2.10Title to Shares.



2.11Real Property.



2.12Tangible Personal Property.



8

---







2.13Intellectual Property.Schedule 2.13lists all
intellectual property owned by the AV Entities. Except as set forth onSchedule 2.13,such ownership is free and clear of any Liens without any
obligation to pay royalties, license fees, or other amounts to any person or entity.

2.14Contracts.Schedule 2.14sets forth a list of all
contracts, arrangements, and commitments (whether oral or written) to which any of the AV Entities is a party or by which it is bound which are material to the business or operations of the AV
Entities (the "Material Contracts"). Material Contracts consist of (i) all agreements under which the AV Entities (other than SMM) contract to
provide medical services or equipment of any kind or description ("Medical Care") to, or to obtain Medical Care for, managed care patients;
(ii) the management agreements between SMM and the other AV Entities, and (iii) any contract, arrangement or commitment as to which the breach, nonperformance, cancellation or failure to
renew by any party thereto would have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the AV Entities, taken as a whole, or any
commitment, contract or agreement involving any obligation or liability on the part of any AV Entity of more than Fifty Thousand Dollars ($50,000) or not cancelable (without liability) within sixty
(60) days. Each of the Material Contracts is a legal, valid, binding, enforceable agreement of the applicable AV
Entity, in full force and effect, except as enforceability may be restricted, limited or delayed by applicable bankruptcy, insolvency, fraudulent conveyance, or other laws affecting creditor's rights
generally, and except as enforceability is subject to general principles of equity. Except as set forth onSchedule 2.14,there is not now and,
to the knowledge of the Prospect Parties, there has not been claimed or alleged by any person or entity, that a default exists, or an event that with notice or lapse of time or both would constitute a
default or event of default, on the part of the respective AV Entity, or to the knowledge of the Prospect Parties, any other party thereto which default would have a material adverse effect on any of
the AV Entities. Except as set forth onSchedule 2.14,no consent from, or notice to any third person or governmental entity is required in order
to maintain in full force and effect any of the Material Contracts following the consummation of the Transaction, other than consents that have been obtained.

2.15Legal Proceedings.Except as set forth on Schedule 2.15("Existing/Threatened
Claims"), there is no pending claim, suit, action, legal or
administrative proceeding ("Proceeding"), and, to the knowledge of the Prospect Parties, no person, entity or authority has threatened to commence any
Proceeding: (i) against any AV Entity; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any part of the
Transaction or the operation of the businesses of the AV Entities following the consummation of the Transaction.

2.16Compliance with Laws.None of the AV Entities is in violation of any law, rule, regulation or
administrative or judicial order applicable to it and there is no law, rule, regulation or administrative or judicial order applicable to any of the AV Entities that consummation of the Transaction
would violate, which would have a material adverse effect on the assets or the business of the AV Entities or would have the effect of delaying, making illegal or otherwise interfering with, any part
of the Transaction.

9

---



2.17Employees.Set forth onSchedule 2.17is a complete
and accurate list of the names, titles, dates of hire and rates of pay of all employees of the AV Entities whose current annual salary or rate of compensation exceeds $50,000 as of the date hereof.
Except as set forth onSchedule 2.17,(1) all employees are "at will" employees and no written or oral employment, consultant or
independent contractor agreement exists with respect to the AV Entities to which any of the AV Entities may be bound, (2) no employees are members of a labor union in connection with their
employment with the AV Entities or subject to a collective bargaining agreement with the AV Entities, and (3) to the knowledge of the Prospect Parties, no employees are subject to or party to
any contract or agreement restricting their ability to freely engage or compete in any business.

2.18Insurance.Schedule 2.18contains a list of all
insurance policies maintained by or for the benefit of the AV Entities through the Closing Date, including errors and omission, stop-loss (reinsurance), directors and officers, general
liability, worker's compensation and malpractice insurance policies (the "Insurance Policies").

2.19Confidentiality and Non-Compete Arrangements.Except as set forth on Schedule 2.19, none of the AV Entities is a party to
or are bound or affected by, any confidentiality or non-compete agreements or
arrangements, or any acquisition or sale or other agreements that contain any confidentiality or non-compete agreements or arrangements, that are currently in effect, or are contained in
agreements or arrangements that have lapsed but which contain continuing confidentiality or non-compete obligations, agreements or arrangements.

2.20Permits.Schedule 2.20sets forth a list of all
permits, licenses and approvals from federal, state, local and foreign governmental and regulatory bodies (collectively "Permits") held by the AV Entities. Such Permits constitute all of the Permits
necessary to conduct the business of the AV Entities in the manner now conducted by the AV Entities. No breach of any such Permit currently exists, nor has any event occurred which through the passage
of time or the giving of notice or both, would constitute a breach thereunder. To the knowledge of the Prospect Parties, none of the Permits is to be or proposed to be suspended, canceled or revoked
or amended, modified or limited in any fashion.

2.21Bank Accounts.A correct and complete list of all bank accounts of the AV Entities ("AV Bank Accounts") and
the persons authorized to access such accounts and to incur indebtedness on behalf of the AV Entities, is set forth inSchedule 2.21of this
Agreement.

2.22Related Party Transactions.Except as set forth in Schedule 2.22,to the best of Seller's knowledge, none of the AV
Entities is a party to any lease, contract or agreement which is on terms which
were not commercially reasonable at the time such contract was executed.

2.23Employee Benefit Plans.Except for the employee benefit plans (the "Employee
Benefit Plans") described inSchedule 2.23,none of the AV Entities maintains, contributes to, or participates in, or has
ever maintained, contributed to, or participated in, any pension, profit sharing, or other retirement plan, any multi-employer plan as defined in Section 400(a)(3) of the Employee Retirement
Income Security Act of 1974 ("ERISA"), or any other employee benefit, health, welfare, medical, disability, life insurance, stock, stock purchase, or stock option plan, program, agreement,
arrangement, or policy of any kind. Purchaser will incur no obligation or liability relating to periods before the Closing under or relating to the Employee Benefit Plans as a result of the
transactions contemplated by this Agreement, or otherwise.

2.24Possession of Books, Records, Contracts, Etc.Except as set forth inSchedule
2.24, each of the AV Entities has true and correct copies of all of the accounting books and records, financial statements, tax returns, contracts, leases, permits, licenses,
insurance policies and other documentation required for the efficient administration and operation of their respective businesses.

2.25Brokers' and Finders' Fees.None of the Prospect Parties or the AV Entities has incurred any liability to
any broker, finder or agent for any brokerage fees, finder's fees or commissions with

10

---



respect
to the transactions contemplated by this Agreement, and if any of the Prospect Parties or the AV Entities has incurred any such liability, such liability shall be and remain the sole
responsibility of the Prospect Parties, and the Prospect Parties shall indemnify, defend and hold the Heritage Parties harmless from and against any and all liabilities, losses, damages, claims,
causes of action, costs and expenses (including without limitation, reasonable attorneys' fees), arising out of or relating to such liability.

2.26Accuracy of Materials Delivered.Except as set forth in Schedule 2.26,to the best of Seller's knowledge, the
materials delivered to the Heritage Parties pursuant to Section 2 of the Letter
Agreement were accurate and complete at the time delivered, except for immaterial inaccuracies or incompleteness which did not make the materials so delivered misleading.

2.27Disclosure.No representation or warranty by the Prospect Parties contained in this Agreement or in respect
of the exhibits, schedules, lists or other documents delivered to the Heritage Parties by the Prospect Parties or the AV Entities and referred to herein or therein, and no statement contained in any
certificate furnished or to be furnished by or on behalf of the Prospect Parties or the AV Entities pursuant hereto or thereto, or in connection with the Transaction, contains, or will contain as of
the date such representation or warranty is made or such certificate is or will be furnished, any untrue statement of a material fact, or omits, or will omit to state as of the date such
representation or warranty is made or such certificate is or will be furnished, any material fact which is known to the party making the representation or warranty to be necessary to make the
statements contained herein or therein, in light of the circumstances under which they were made, not misleading.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE HERITAGE PARTIES

In order to induce the Prospect Parties to enter into this Agreement and to consummate the Transaction, the Heritage Parties make the
representations and warranties set forth in this Article 3, which representations and warranties shall not be deemed made as of the date of execution of this Agreement but instead shall be
deemed made as of the date of delivery by the Heritage Parties of the Final Heritage Schedules pursuant to Section 1.6(a) of this Agreement.

3.1Organization.Heritage PC is a professional corporation duly organized, validly existing and in good
standing under the laws of the State of California. Greater Midwest is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Each Heritage Party
has all requisite authority to own, lease, and operate its assets and to carry on its business as currently being conducted.

3.2Authorization.Each of the Heritage Parties has the power and authority to enter into this Agreement and to
consummate the Transaction. All actions on the part of the Heritage Parties necessary for the authorization, execution, delivery and performance of this Agreement and the consummation of the
Transaction have been or will be taken prior to the Closing Date, and this Agreement (including exhibits, schedules and the ancillary agreements) constitutes the legal, valid and binding obligation of
each of the Heritage Parties, enforceable against them in accordance with its terms, except as enforceability may be restricted, limited or delayed by applicable bankruptcy, insolvency, fraudulent
conveyance, or other laws affecting creditor's rights generally, and except as enforceability is subject to general principles of equity.

3.3No Consent Required.Except as set forth in Schedule 3.3,neither the execution and delivery of this Agreement by
the Heritage Parties nor the performance by them of their obligations under
this Agreement requires the consent, approval, order or authorization of, or registration, declaration or filing with any governmental entity or any third party.

11

---



3.4No Violation of Other Agreements; No Conflicts.



3.5Legal Proceedings.There is no pending Proceeding, and, to the knowledge of the Heritage Parties, no person
has threatened to commence any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any part of the Transaction.

3.6Compliance with Laws.None of the Heritage Parties is in violation of any rule, regulation or administrative
or judicial order applicable to it and there is no law, rule, regulation or administrative or judicial order that consummation of the Transaction would violate which would have the effect of
preventing, delaying, making illegal, or otherwise interfering with, any part of the Transaction. To the best of its knowledge, the Heritage Parties have no reason to anticipate that existing
circumstances are likely to result in violations of any of the foregoing.

3.7Disclosure.No representation or warranty by any of the Heritage Parties contained in this Agreement or in
respect of the exhibits, schedules, lists or other documents delivered to the Prospect Parties by the Heritage Parties and referred to herein or therein, and no statement contained in any certificate
furnished or to be furnished by or on behalf of the Heritage Parties pursuant hereto or thereto, or in connection with the transactions contemplated hereby, contains, or will contain as of the date
such representation or warranty is made or such certificate is or will be furnished, any untrue statement of a material fact, or omits, or will omit to state as of the date such representation or
warranty is made or such certificate is or will be furnished, any material fact which is known to the party making the representation or warranty to be necessary to make the statements contained
herein or therein, in light of the circumstances under which they were made, not misleading.

3.8Brokers' and Finders' Fees.None of the Heritage Parties has incurred any liability to any broker, finder or
agent for any brokerage fees, finder's fees or commissions with respect to the transactions contemplated by this Agreement, and if any of the Heritage Parties has incurred any such liability, such
liability shall be and remain the sole responsibility of the Heritage Parties, and the Heritage Parties shall indemnify, defend and hold the Prospect Parties harmless from and against any and all
liabilities, losses, damages, claims, causes of action, costs and expenses (including without limitation, reasonable attorneys' fees), arising out of or relating to such liability.

12

---



ARTICLE 4

COVENANTS AND ADDITIONAL AGREEMENTS OF THE PARTIES

In order to induce the other party to enter into this Agreement and to consummate the Transaction, the Prospect Parties, joint and
severally on the one hand, and the Heritage Parties, joint and severally on the other hand, enter into the agreements set forth in this Article 4.

4.1Conduct of BusinessNegative Covenants.From the date hereof until the Closing Date, the AV
Entities shall not, without the prior written consent of the Heritage Parties, which consent shall not be unreasonably withheld, conduct the business of the AV Entities other than in the ordinary
course of the AV Entities' business as conducted through the date hereof or commit or suffer any material act or omission which deviates from the ordinary course of the AV Entities' business as
conducted through the date hereof. Without limiting the generality of the foregoing, from the date of execution of this Agreement until the Closing Date, none of the AV Entities shall, without the
prior written consent of the Heritage Parties, which consent shall not be unreasonably withheld:



4.2Conduct of BusinessAffirmative Covenants.Prior to the Closing Date, each of the AV Entities
will conduct its business in the ordinary course and will:



13

---





4.3Non-Competition Agreement.As additional consideration for the Transaction, each Prospect Party
and each person listed on Schedule 4.3 hereto will simultaneously with the closing of the Transaction execute a non-competition agreement, in the form attached hereto as
Exhibit "B". Such non-competition agreement shall provide that the parties executing such agreement shall not, for a period of five (5) years from the Closing Date, compete
with the business of the AV Entities within that portion of Los Angeles County, California lying north of the Angeles National Forest and east of Interstate 5 as generally depicted on
Exhibit 4.3, attached hereto and incorporated herein by this reference. The portion of the Purchase Price allocated to such Non-Competition Agreement is shown on Schedule 1.7
hereto ("Covenant Allocation").

4.4Investigation by Buyer.The Prospect Parties shall cause each of the AV Entities to allow the Heritage
Parties, at its own expense, during regular business hours, commencing on the date hereof and ending upon the Closing or termination of this Agreement, through the Heritage Parties' employees, agents
and representatives, to make such investigation of the business, properties, plants, books and records of each of the AV Entities, and to conduct such examination of the condition of the AV Entities
as the Heritage Parties deem necessary or advisable to familiarize themselves with such business, properties, personnel, books, records, condition and other matters, and to verify the representations
and warranties of the Prospect Parties made hereunder.

4.5Consents and Best Efforts.As soon as practicable, the Heritage Parties and the Prospect Parties, as
applicable, will commence to take all reasonable action required to obtain all consents, approvals and agreements of, and to give all notices and make all filings with, any third parties and
governmental authorities, necessary to authorize, approve or permit the full and complete consummation of the Transaction and the continuation of the operations of each of the AV Entities as in effect
prior to such sale. In addition, subject to the terms and conditions herein provided, each of the parties hereto covenants and agrees to use its best efforts to take, or cause to be taken, all action
or do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby and the continuation
of the operations of each of the AV Entities as in effect prior to such sale.

4.6Post-Closing IBNR Reconciliation.The Heritage Parties, as owners of the AV Entities after the
Closing Date, shall, for the period commencing on the Closing Date and ending not earlier than eighteen (18) months thereafter, keep an account of claims received on or after the Closing Date
for dates of service prior to the Closing Date and either paid from, or to be paid from, IBNR funds ("IBNR Claims"). On or prior to the date that is
seven (7) business days after the second anniversary of the Closing Date (the"IBNR Reconciliation Date"), the Prospect Parties and the Heritage
Parties shall effect a reconciliation of the IBNR funds as set forth herein ("IBNR Reconciliation"). To effect the IBNR Reconciliation, the parties
shall compare the amount of the IBNR reserve that was set forth on the Closing Date Balance Sheet ("IBNR Closing Date Reserve Amount") to the IBNR
Claims. If the IBNR Claims were greater than the amount of the IBNR Closing Date Reserve Amount plus an additional 5% of the Closing Date Reserve Amount above such IBNR Closing Date Reserve Amount

14

---



("Downward IBNR Reconciliation Threshold Amount") then to the extent of the dollar amount by which the IBNR Claims exceeds the Downward IBNR
Reconciliation Threshold Amount ("Heritage IBNR Reimbursement Amount"), the Prospect Parties shall pay the Heritage Parties the Heritage IBNR
Reimbursement Amount not more than 10 business days thereafter. On the other hand, if the IBNR Claims were less than the amount of the Closing Date Reserve Amount less an additional 5% of the Closing
Date Reserve Amount below such IBNR Closing Date Reserve Amount ("Upward IBNR Reconciliation Threshold Amount") (such difference constituting the "Prospect IBNR Reimbursement
Amount"),the Heritage Parties shall pay the Prospect Parties the Prospect Reimbursement Amount not more than 10 business
days thereafter. The reconciliation hereunder shall exclude the balance sheet reconciliation provided for in Section 1.6(b) hereof and any adjustment hereunder and under Section 1.6(b)
shall be excluded from the calculation of the Indemnification Floor and the Indemnification Cap, as such terms are defined in Section 6.2 hereof.

Example:
Assume that the IBNR Closing Date Reserve Amount is $1,000,000 and thus the Downward IBNR Reconciliation Threshold Amount is $950,000 and the Upward IBNR Reconciliation
Threshold Amount is $1,050,000. If the IBNR Claims are $1,200,000, then the Heritage IBNR Reimbursement Amount that would be owed by the Prospect Parties would total $150,000 ($1,200,000 -
$1,050,000). Conversely, if the IBNR Claims are $800,000, then the Prospect IBNR Reimbursement Amount owed by the Heritage Parties to the Prospect Parties would be $150,000 ($950,000 -
$800,000).

4.7Employees.The Prospect Parties have entered into (or prior to the Closing Date will enter into) employment
agreements with not more than five (5) non-physician senior employees to induce such employees to continue their employment through and after the Closing (the
"Contracted Employees"). The Prospect Parties and the Heritage Parties agree that: (i) the Heritage Parties shall have until sixty
(60) days following the Closing to elect to retain or terminate any of the Contracted Employees, and (ii) the Prospect Parties shall be liable for any severance pay or other termination
benefits beyond those ordinarily granted by the AV Entities to terminated employees ("Termination Pay") due any Contracted Employee the Heritage Parties
elect to terminate during such period. For purposes of Section 1.6(b) hereof, the Heritage Parties may accrue as a Balance Sheet Liability any Termination Pay due any such Contracted Employee
terminated during such 60 day period. Following such sixty (60) day period, the Heritage Parties and/or the AV Entities shall be solely liable for any Termination Pay due upon
termination of any Contracted Employee.

4.8Notification.From the date hereof until the Closing, the Prospect Parties may update the schedules to this
Agreement to promptly disclose matters which, if not disclosed, would cause a representation or warranty of the Prospect Parties contained in this Agreement to be untrue as of the Closing Date. Any
such update of the schedules shall not constitute a failure of any condition precedent to the Heritage Parties' obligation to consummate the Transaction unless the matters disclosed pursuant to such
update, or pursuant to the aggregated updates to the schedules pursuant to this Section 4.8, has had or is reasonably likely to result in a material adverse effect on the business, assets,
condition (financial or otherwise) or results of operations of the AV Entities, taken as a whole.

4.9Knowledge Standard.Whenever a representation, warranty, covenant or agreement is qualified by the statement
"to the knowledge of" any or all of the Heritage Parties, knowledge shall be deemed to be the actual knowledge of Richard Merkin and/or Jaya Kurian, without a duty of inquiry, who the Heritage
Entities hereby represent are familiar with the business and operations of the Heritage Parties and would have knowledge of the matters described in representations and warranties made herein to the
knowledge of the Heritage Parties. Whenever a representation, warranty, covenant or agreement is qualified by the statement "to the knowledge of' any or all of Prospect Parties, knowledge shall be
deemed to be the actual knowledge of Jay Jayakumar and/or Catherine Dickson, who the Prospect Entities hereby represent and warrant are familiar with the business and operations of the AV Entities and
would have knowledge of the matters described in representations and warranties made herein to the knowledge of the Prospect Entities.

15

---



4.10Good Faith.The Heritage Parties and the Prospect Parties agree that they will perform their obligations
under this Agreement in good faith.

4.11Further Assurances.The Heritage Parties and the Prospect Parties agree that at any time and from time to
time after the Closing Date they will execute and deliver to any other party such further instruments or documents as may reasonably be required to give effect to the Transaction.

4.12Leases.The Prospect Parties and the Heritage Parties agree that it is the intent of the parties that the
Heritage Parties shall bear full responsibility for any and all costs, liabilities, or expenses arising on or after the Closing Date with respect to the leases, subleases and other agreements under
which any of the AV Entities uses or has the right to occupy any real property, as listed on Schedule 2.11 hereto (the "Post-Closing Lease
Liabilities"). In this regard, the Prospect Parties agree that they will not separately act with respect to such leases or subleases but will reasonably cooperate with the
Heritage Parties to obtain such required consents or approvals for the continued occupancy of such leased or subleased property by any of the AV Entities as the Heritage Parties shall request, and the
Heritage Parties agree to indemnify the Prospect Parties for all Post-Closing Lease Liabilities which may be incurred by the Prospect Parties or any of their affiliates, except that any
such
indemnification by the Heritage Parties shall be excluded from the calculation of the Indemnification Floor and the Indemnification Cap, as such terms are defined in Section 6.2 hereof. In
connection with any such indemnification, the affected Prospect Party shall give the Heritage Parties prompt written notice of any claim or demand arising in connection with any such lease or
sublease, and shall allow the Heritage Parties to control the resolution of such claim, provided the Heritage Parties indemnify the Prospect Parties from an liability resulting from such resolution.

ARTICLE 5

DELIVERIES AND CONDITIONS

5.1Deliveries by Prospect Parties.The Prospect Parties shall, on or before the Closing Date, have delivered
the following to the Heritage Parties:



16

---







5.2Conditions to the Obligations of Heritage Parties.The obligation to pay the Purchase Price as set forth in
this Agreement and to consummate the Transaction is conditioned upon satisfaction, or waiver by the Heritage Parties in writing, of all of the following on or before the Closing Date:



5.3Deliveries by Heritage Parties on the Closing Date.The Heritage Parties shall have delivered the following
to the Prospect Parties on or before the Closing Date.



17

---



5.4Conditions to the Obligations of the Prospect Parties.The obligations of the Prospect Parties to consummate
the Transaction is conditioned upon satisfaction, or waiver by the Prospect Parties in writing, of all of the following on or before the Closing Date:



ARTICLE 6

INDEMNIFICATION; REMEDIES

6.1Indemnification Period.As used in this Article 6, the"Indemnification
Period"shall be that period of time commencing on the Closing Date and continuing for two (2) years thereafter.

18

---



6.2Indemnification of Heritage Parties.The Prospect Parties shall jointly and severally indemnify, defend and
hold harmless the Heritage Parties and their directors, officers, employees, agents and affiliates from and against any and all damage, loss, liability and expense (including without limitation
(A) reasonable expenses of investigation and reasonable attorneys' fees and reasonable expenses in connection with any action, suit or proceeding, (B) any fees and expenses in connection
with the retention of counsel to pursue insurance coverage, (C) any amounts paid to defend, litigate, settle, satisfy a judgment, or otherwise resolve disputes with the insurance carrier, if
any, or the claimant; and (D) all amounts not covered by insurance) incurred or suffered by the Heritage Parties arising out of (i) any breach of the representations, warranties,
covenants or agreements of the Prospect Parties set forth herein; and (ii) any failure by the Prospect Parties to perform or comply with any covenant contained in this Agreement that is
required to be performed or complied with by the Prospect Parties as set forth herein (collectively, the "Heritage Indemnifiable Damages").
Notwithstanding the foregoing, none of the Prospect Parties shall be obligated to indemnify the Heritage Parties for any Heritage Indemnifiable Damages that are less than $50,000 (the "Indemnification Floor") or that exceed $2,000,000 (the"Indemnification Cap"). The Heritage Parties may
obtain indemnification for any Heritage Indemnifiable Damages to which this Section 6.2 relates only if the Heritage Parties make a claim for indemnification within the Indemnification Period
defined in Section 6.1.

6.3Indemnification of the Prospect Parties.The Heritage Parties, jointly and severally, agree to hold
harmless, defend and indemnify the Prospect Parties from and against any and all damage, loss, liability and expense (including without limitation (A) reasonable expenses of investigation and
reasonable attorneys' fees and reasonable expenses in connection with any action, suit or proceeding, (B) any fees and expenses in connection with the retention of counsel to pursue insurance
coverage, (C) any amounts paid to defend, litigate, settle, satisfy a judgment, or otherwise resolve disputes with the insurance carrier, if any, or the claimant; and (D) all amounts not
covered by insurance) incurred or suffered by the Prospect Parties arising out of (i) any breach of the representations, warranties, covenants or agreements of the Heritage Parties set forth
herein (ii) any failure by the Heritage Parties to perform or
comply with any covenant contained in this Agreement that is required to be performed or complied with by the Heritage Parties as set forth herein (the"Prospect Indemnifiable
Damages"). Notwithstanding the foregoing, none of the Heritage Parties shall be obligated to indemnify the Prospect Parties for Prospect Indemnifiable Damages that are less
than the Indemnification Floor or that exceed the Indemnification Cap. The Prospect Parties may obtain indemnification for any Prospect Indemnifiable Damages to which this Section 6.3 relates
only if the Prospect Parties make a claim for indemnification within the Indemnification Period defined in Section 6.1.

6.4Indemnification Procedures.A party seeking indemnification (the"Indemnitee") shall use its best efforts to minimize any
liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity
may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (the"Indemnitor")
of the assertion of a claim for indemnification, but in no event longer than twenty (20) days after service of process in the event litigation is commenced against the Indemnitee by a third
party. No such notice of assertion of a claim shall satisfy the requirements of this Section 6.4 unless it describes in reasonable detail and in good faith the facts and circumstances, to the
extent known by Indemnitee, upon which the asserted claim for indemnification is based; provided that the failure of Indemnitee to give timely notice shall not affect rights to indemnification
hereunder except to the extent that the Indemnitor demonstrates actual damage caused by such failure. If any action or proceeding shall be brought in connection with any liability or claim to be
indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take
all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of provisional relief or other action necessary to
maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such

19

---



action
or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and
approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall
consult with the Indemnitee prior to the settlement of any indemnified matter. The Indemnitee agrees to use reasonable efforts to cooperate with the Indemnitor in connection with its defense of
indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party arising out of or connected with the indemnified matter, then upon receipt of indemnification, the
Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent of the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with
respect to such claim or claims of the Indemnitee.

6.5Insurance Proceeds.Any calculation of Heritage or Prospect Indemnifiable Damages shall be net of the amount
of any insurance recovery received by the Indemnitee. The Indemnitee shall use commercially reasonable efforts to secure any applicable insurance recoveries to the extent applicable.

6.6Tax Effects.With respect to any indemnity payment hereunder, the Indemnitor shall pay the Indemnitee an
additional or lesser amount sufficient to make the Indemnitee whole, taking into
account any deductions or credits allowable with respect to the loss for which indemnification is required and any income, franchise or other taxes payable on or with respect to such indemnity
payment. For purposes of computing such additional or lesser amount, it shall be presumed that the Indemnitee is subject to the maximum applicable marginal rate for all foreign, federal, state and
local taxes.

ARTICLE 7

TERMINATION

7.1Termination Events.The Agreement may, by notice given prior to the Closing, be terminated as follows:



20

---





Notwithstanding
the foregoing, no party hereto may effect a termination hereof at such time such party is in material default or breach of this Agreement.

7.2Effect of Termination.Each party's right of termination under Section 7.1 is in addition to any
other rights it may have under this Agreement or otherwise, and the exercise of a right to termination will not be an election of remedies. If this Agreement is terminated pursuant to
Section 7.1, all further obligations of the parties under this Agreement will terminate, provided, however, that if this Agreement is terminated by a party because of the breach of the
Agreement by the other party or because one or more of the conditions to the terminating party's obligations under this Agreement is not satisfied as a result of the other party's failure to comply
with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.

ARTICLE 8

MISCELLANEOUS

8.1Entire Agreement.This Agreement, together with all exhibits and schedules hereto, and all documents
referred to herein, constitutes the entire agreement between the parties with respect to the subject matter hereof, supersedes all other and prior agreements on the same subject, whether written or
oral, and contains all of the covenants and agreements between the parties with respect to the subject matter
hereof. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements orally or otherwise, have been made by the party(ies), or by anyone acting on behalf of
any party, that are not identified herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding.

8.2Arbitration.In the event of a dispute under this Agreement, the parties agree to meet and confer in good
faith to attempt to resolve the controversy or dispute without an adversary proceeding. Should such efforts fail, any controversy or claim arising out of or relating to this Agreement, or any
amendments hereto, or the breach hereof, whether involving a claim in tort, contract or otherwise, shall be settled by final and binding arbitration in accordance with the Comprehensive Arbitration
Rules of the Judicial Arbitration and Mediation Service ("JAMS"). The arbitration shall be conducted in Los Angeles County, California. Any award
entered therein shall be final and binding on each and all of the parties, and judgment may be entered thereon in the Superior Court of the State of California for Los Angeles County. The parties may
request injunctive relief using the court system, pending arbitration, without waiving arbitration. The arbitrator shall have no authority to award punitive damages or to add to, modify, or refuse to
enforce any agreements between the parties. The arbitrator shall make findings of fact and conclusions of law and shall have no authority to make any award, which could not have been made by a court
of law. The cost of arbitration shall be borne equally by the parties unless the arbitrator's award directs otherwise. Each party shall be responsible for its own attorney's costs.

21

---



8.3Successors and Assigns.This Agreement and all documents and agreements referred to herein shall be binding
upon and shall inure to the benefit of the parties and their respective heirs (as applicable), legal representatives, and permitted successors and assigns. No party may assign this Agreement or the
rights, interests or obligations hereunder; provided, however, that to the extent permitted by applicable law, the Heritage Parties may (i) assign any or all of their rights and interests
hereunder to one or more of its affiliates or an affiliate of Shareholder; provided, however, that the Heritage Parties shall remain liable under this Agreement and (ii) designate one or more
of its affiliates to perform its obligations hereunder. Any assignment or delegation in contravention of this Section shall be null and void.

8.4No Waiver.No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise,
in any one or more instances, shall be deemed to be or be construed as a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition
of this Agreement.

8.5Counterparts.This Agreement, and any amendments hereto, may be executed in counterparts, each of which
shall constitute an original document, but which together shall constitute one and the same instrument.

8.6Headings.The section headings contained in this Agreement are inserted for convenience only and shall not
affect in any way the meaning or interpretation of this Agreement.

8.7Notices.Any notices required or permitted to be given hereunder by any party to the other shall be in
writing and shall be deemed delivered upon personal delivery; twenty-four (24) hours following deposit with a courier for overnight delivery; or five (5) business days hours
following deposit in the U.S. Mail, registered or certified mail, postage prepaid, return- receipt requested, addressed to the parties at the following addresses or to such other addresses as the
parties may specify in writing:

| |  |                             |  |                                                                                                                         
| |  | --------------------------- |  | ------------------------------------------------------------------------------------------------------------------------
| |  | If to the Heritage Parties:
| |  |                             |  | Greater Midwest
3115 Ocean Front Walk
Marina del Rey, California 90292
Attn: Richard Merkin, M.D.                       
| |  | With a copy to:             |  | Greater Midwest
8510 North Balboa Boulevard, Suite 275
Northridge, CA 91325
Attn: Jonathan Gluck, Esq.                  
| |  | If to the Prospect Parties:
| |  |                             |  | Prospect Medical Holdings, Inc.
1920 E. 17th St, Suite 200
Santa Ana, CA. 92705
Attn: Jacob Y. Terner, M.D              
| |  | With a copy to:             |  | Theodora Oringher Miller & Richman PC
2029 Century Park East, 6th Floor
Los Angeles, CA 90067
Attn: Dale S. Miller, Esq.

8.8Governing Law.This Agreement shall be governed by and construed in accordance with the laws of the State of
California.

8.9Amendment.This Agreement may be amended at any time by agreement of the parties, provided that any
amendment shall be in writing and executed by all parties.

22

---



8.10Severability.If any provision of this Agreement is held by a court of competent jurisdiction to be invalid
or unenforceable, the remaining provisions will nevertheless continue in full force and effect, unless such invalidity or unenforceability would defeat an essential business purpose of this Agreement.

8.11Fees and Expenses.Except as otherwise explicitly set forth herein, each party shall bear its own expenses
including, without limitation, attorneys' and accountants' fees in connection with the preparation of this Agreement and the transactions contemplated hereby.

8.12Exhibits and Schedules.All exhibits and schedules attached to this Agreement are incorporated herein by
this reference and all references herein to "Agreement" shall mean this Agreement together with all such exhibits and schedules to be delivered at the execution of this Agreement or upon the Closing
Date.

8.13Time of Essence.Time is expressly made of the essence of this Agreement and each and every provision
hereof of which time of performance is a factor.

8.14Attorneys' Fees.Should any party institute any action or procedure to enforce this Agreement or any
provision hereof, or for damages by a declaration of rights hereunder including without limitation arbitration, the prevailing party in any such action or proceeding shall be entitled to receive from
the other party all costs and expenses, including without limitation reasonable attorneys' fees, incurred by the prevailing party in connection with such action or proceeding.

8.15Further Assurances.The parties shall take such actions and execute and deliver such further documentation
as may reasonably be required in order to give effect to the transaction contemplated by this Agreement and the intentions of the parties hereto.

8.16References to Dollars.All references to "dollars" and "$" shall mean United States dollars.

8.17Construction.Whenever in this Agreement the context so requires, references to the masculine shall be
deemed to include the feminine and the neuter, reference to the neuter shall be deemed to include the masculine and feminine, references to the plural shall be deemed to include the singular and the
singular to include the plural and references to the words "and" and "or" shall be deemed to include the inclusive usage "and/or."

8.18Confidential Information.The Heritage Parties and the Prospect Parties acknowledge and agree that that
certain Confidentiality Agreement dated as of February 5, 2008 by and between Group and Regal Medical Group (an affiliate of the Heritage Parties) is applicable, respectively, to each affiliate
of Group (including all of the Prospect Parties) and to each affiliate of Regal Medical Group (including all of the Heritage Parties). The Confidentiality Agreement shall survive the execution and
delivery of this Agreement by the parties hereto and all information provided to each other or their representatives by the parties to this Agreement shall be considered subject to the Confidentiality
Agreement to the extent applicable thereto.

[SIGNATURE
PAGE IMMEDIATELY FOLLOWS]

23

---



IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

"Group"PROSPECT MEDICAL GROUP, INC.By:

Jacob Y. Terner, M.D.,
Chief Executive Officer"Holdings"PROSPECT MEDICAL HOLDINGS, INC.By:

Jacob Y. Terner, M.D.,
Executive Chairman"Greater Midwest"GREATER MIDWESTBy:

Richard Merkin, M.D.
Chief Executive Officer"Heritage PC"Sierra Medical Group Holding Company, Inc.By:

Richard Merkin, M.D.
Chief Executive Officer"Shareholder"Richard Merkin, M.D


---



QuickLinks