Exhibit 10.8

SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, WAIVER AND CONSENT

THIS SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, WAIVER AND CONSENT (as the same may from time to time be amended, restated or
otherwise modified, this "Agreement") is made as of May 15, 2008 and entered into by and among PROSPECT MEDICAL HOLDINGS, INC.
("Holdings") and PROSPECT MEDICAL GROUP, INC. ("Group" and, together with Holdings, the
"Borrowers" and each, individually, a "Borrower"), BANK OF AMERICA, N.A., as Administrative Agent (in
such capacity, the "First Lien Administrative Agent"), and the lenders party hereto (collectively, the "First Lien
Lenders").

RECITALS

A.    The
Borrowers, the First Lien Lenders and the First Lien Administrative Agent have entered into that certain First Lien Credit Agreement dated as of August 8, 2007
(as amended by that certain Amended and Restated Forbearance Agreement dated as of April 10, 2008, as amended hereby and as further amended, restated, supplemented or otherwise modified, the
"First Lien Credit Agreement"), pursuant to which the First Lien Lenders have agreed to make the Loans (such term, together with each other capitalized
term used in this Agreement but not defined in this Agreement, shall be defined in accordance with the First Lien Credit Agreement) and other extensions of credit, all upon the terms and conditions
set forth in the First Lien Credit Agreement.

B.    The
Borrowers acknowledge and agree that the Defaults and Events of Default set forth onSchedule A(the
"Existing Events of Default") have occurred under the First Lien Credit Agreement; accordingly, the Borrowers have requested the First Lien Lenders to
waive such Defaults and Events of Default.

C.    The
Borrowers have also requested that the First Lien Administrative Agent and the First Lien Lenders consent to the Sale (as defined below).

D.    The
Borrowers have also requested that the First Lien Administrative Agent and the First Lien Lenders agree to certain amendments to the First Lien Credit Agreement.

E.    Subject,
in each case, to the terms and conditions hereof, the First Lien Lenders are willing to grant the Borrowers' requests.

F.     In
consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:

AGREEMENT

1.Defaults and Waiver.    Subject to the terms and conditions hereof, including, without limitation, the
conditions to effectiveness set forth in Section 4, the First Lien Administrative Agent and the First Lien Lenders hereby waive the Existing Events of Default.

2.Consent to Sale.    Notwithstanding anything to the contrary set forth in the First Lien Credit Agreement, the
First Lien Lenders and the First Lien Administrative Agent hereby consent to the sale (the "Sale") of all of the issued and outstanding stock of Sierra
Medical Management, Inc. ("SMM"), Sierra Primary Care Medical Group, A Medical Corporation
("Sierra"), Antelope Valley Medical Associates, Inc. ("Antelope Valley") and Pegasus Medical
Group, Inc. ("Pegasus") to Greater Midwest ("Greater Midwest") and Sierra Medical Group Holding
Company, Inc. ("Heritage PC", together with Greater Midwest, the "Buyers") and waive any Event of
Default (including, without limitation, any Change of Control) that would otherwise be caused by the consummation of the Sale, subject to the satisfaction of each of the conditions precedent set forth
below and in Section 4:



---





3.Amendments to the First Lien Credit Agreement.    The First Lien Administrative Agent, the First Lien Lenders
and the Borrowers agree to amend, effective in accordance with Section 4 below, the First Lien Credit Agreement as follows:



2

---





3

---





4

---





5

---





6

---





Period

Maximum Consolidated Leverage RatioTwelve-month period ending April 30, 2008


5.10 to 1.00Twelve-month period ending May 31, 2008


7.15 to 1.00Twelve-month period ending June 30, 2008


6.55 to 1.00Twelve-month period ending July 31, 2008


6.20 to 1.00Twelve-month period ending August 31, 2008


6.00 to 1.00Twelve-month period ending September 30, 2008


5.30 to 1.00Twelve-month period ending October 31, 2008


5.25 to 1.00Twelve-month period ending November 30, 2008


5.20 to 1.00Twelve-month period ending December 31, 2008


5.15 to 1.00Twelve-month period ending January 31, 2009


4.95 to 1.00Twelve-month period ending February 28, 2009


4.85 to 1.00Twelve-month period ending March 31, 2009


4.70 to 1.00Twelve-month period ending April 30, 2009


4.50 to 1.00Twelve-month period ending May 31, 2009


4.10 to 1.00Twelve-month period ending June 30, 2009


3.90 to 1.00Four fiscal quarters ending September 30, 2009


3.75 to 1.00Four fiscal quarters ending December 31, 2009


3.50 to 1.00Four fiscal quarters ending March 31, 2010


3.40 to 1.00Four fiscal quarters ending June 30, 2010 and each period of four fiscal quarters ending thereafter


3.30 to 1.00"




7

---





Period

Minimum Fixed Charge Coverage RatioTwelve-month period ending April 30, 2008


0.925 to 1.00Twelve-month period ending May 31, 2008


0.625 to 1.00Twelve-month period ending June 30, 2008


0.600 to 1.00Twelve-month period ending July 31, 2008


0.625 to 1.00Twelve-month period ending August 31, 2008


0.675 to 1.00Twelve-month period ending September 30, 2008


0.750 to 1.00Twelve-month period ending October 31, 2008


0.750 to 1.00Twelve-month period ending November 30, 2008


0.775 to 1.00Twelve-month period ending December 31, 2008


0.475 to 1.00Twelve-month period ending January 31, 2009


0.500 to 1.00Twelve-month period ending February 28, 2009


0.525 to 1.00Twelve-month period ending March 31, 2009


0.550 to 1.00Twelve-month period ending April 30, 2009


0.625 to 1.00Twelve-month period ending May 31, 2009


0.750 to 1.00Twelve-month period ending June 30, 2009


0.775 to 1.00Four fiscal quarters ending September 30, 2009


0.875 to 1.00Four fiscal quarters ending December 31, 2009


0.850 to 1.00Four fiscal quarters ending March 31, 2010


0.850 to 1.00Four fiscal quarters ending June 30, 2010 and each period of four fiscal quarters ending thereafter


0.900 to 1.00"




8

---





Period

Minimum Consolidated
EBITDATwelve-month period ending April 30, 2008

$
27,750,000Twelve-month period ending May 31, 2008

$
21,250,000Twelve-month period ending June 30, 2008

$
22,000,000Twelve-month period ending July 31, 2008

$
23,250,000Twelve-month period ending August 31, 2008

$
24,000,000Twelve-month period ending September 30, 2008

$
27,000,000Twelve-month period ending October 31, 2008

$
27,000,000Twelve-month period ending November 30, 2008

$
27,500,000Twelve-month period ending December 31, 2008

$
17,750,000Twelve-month period ending January 31, 2009

$
18,500,000Twelve-month period ending February 28, 2009

$
19,000,000Twelve-month period ending March 31, 2009

$
19,500,000Twelve-month period ending April 30, 2009

$
20,250,000Twelve-month period ending May 31, 2009

$
22,250,000Twelve-month period ending June 30, 2009

$
23,000,000Four fiscal quarters ending September 30, 2009

$
24,000,000Four fiscal quarters ending December 31, 2009

$
25,000,000Four fiscal quarters ending March 31, 2010

$
25,500,000Four fiscal quarters ending June 30, 2010 and each period of four fiscal quarters ending thereafter

$
26,500,000"




9

---





4.Effectiveness; Conditions Precedent.    This Agreement shall be effective when all of the conditions set forth
in this Section shall have been satisfied in form and substance satisfactory to the First Lien Administrative Agent.



10

---





5.Other Agreements.



11

---





6.Representations and Warranties.    Each Loan Party hereby represents and warrants to the First Lien
Administrative Agent and the First Lien Lenders that (a) each Loan Party has the legal power and authority to execute and deliver this Agreement; (b) the officers of each Loan Party
executing this Agreement have been duly authorized to execute and deliver the same and bind each Loan Party with respect to the provisions hereof; (c) the execution and delivery hereof by each
Loan Party and the performance and observance by each Loan Party of the provisions hereof do not violate or conflict with any organizational document of any Loan Party or any law applicable to any
Loan Party or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against any Loan Party; (d) after
giving effect to the waivers set forth in Section 1 above, no Default or Event of Default exists under the First Lien Credit Agreement, nor will any occur immediately after the execution and
delivery of this Agreement or by the performance or observance of any provision hereof; (e) no Loan Party is aware of any claim or offset against, or defense or counterclaim to, any Loan
Party's obligations or liabilities under the First Lien Credit Agreement or any other Loan Document; (f) this Agreement and each document executed by each Loan Party in connection herewith
(including, without limitation, the Amendment Fee Letter) constitute valid and binding obligations of the applicable Loan Party in every respect, enforceable in accordance with their terms;
(g) no Loan Party has received a notice of default of any kind from any material account debtor or any counterparty to a Material Contract and no material account debtor or counterparty to a
Material Contract has asserted any right of set-off, deduction or counterclaim with respect to any account or such Material Contract, respectively and (h) all representations and
warranties made by each Borrower and contained in this Agreement, the First Lien Credit Agreement or any other Loan Document to which it is a party are true and correct in all material respects on and
as of the date of this Agreement to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date.

7.Release.    Each Loan Party hereby waives and releases the First Lien Administrative Agent, each First Lien
Lender and their respective directors, officers, employees, agents, attorneys, affiliates and subsidiaries (each a "Releasee") from any and all claims,
offsets, defenses and counterclaims, known and unknown, that any Loan Party may have as of the date of this Agreement based upon, relating to, or arising out of the Obligations and related
transactions in any way. Each Loan Party intends the foregoing release to cover, encompass, release and extinguish, among other things, all claims and matters that might otherwise be reserved by
California Civil Code Section 1542, which provides as follows:



Notwithstanding
the foregoing, thisSection 7shall not constitute a release of the obligations of the First Lien Administrative Agent or any
First Lien Lender under the Loan Documents, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with
respect thereto.

8.Covenant Not to Sue.    Each Loan Party, on behalf of itself and its successors, assigns, and other legal
representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or
otherwise) any Releasee on the basis of any claim released, remised and discharged by such Loan Party pursuant toSection 7above. If any Loan
Party or any of its successors, assigns or other legal representations violates the foregoing covenant, such Loan Party, for itself and its successors, assigns

12

---



and
legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a
result of such violation.

9.Loan Documents Unaffected.    Except as otherwise specifically provided herein, all provisions of the First Lien
Credit Agreement (including without limitation,Section 10.07thereof) and the other Loan Documents (including, without limitation, the
Intercreditor Agreement) shall remain in full force and effect and be unaffected hereby. The parties hereto acknowledge and agree that this Agreement constitutes a "Loan Document" under the terms of
the First Lien Credit Agreement.

10.Guarantor Acknowledgement.    Each Guarantor, by signing this Agreement:



11.No Other Promises or Inducements.    There are no promises or inducements that have been made to any party
hereto to cause such party to enter into this Agreement other than those that are set forth in this Agreement. This Agreement has been entered into by each Borrower and each Guarantor freely,
voluntarily, with full knowledge, and without duress, and, in executing this Agreement, neither any Borrower nor any Guarantor is relying on any other representations, either written or oral, express
or implied, made to any Borrower or any Guarantor by the First Lien Administrative Agent. Each Borrower and each Guarantor agrees that the consideration received by the Borrowers under this Agreement
has been actual and adequate.

12.No Course of Dealing.    Each Loan Party acknowledges and agrees that, (a) this Agreement is not
intended to, nor shall it, establish any course of dealing between the Loan Parties, the First Lien Administrative Agent and the First Lien Lenders that is inconsistent with the express terms of the
First Lien Credit Agreement or any other Loan Document, (b) notwithstanding any course of dealing between the Loan Parties, the First Lien Administrative Agent and the First Lien Lenders prior
to the date hereof, except as set forth herein, the First Lien Lenders shall not be obligated to make any Loan, except in accordance with the terms and conditions of this Agreement and the First Lien
Credit Agreement, and (c) except with respect to the limited waiver granted herein specifically relating to the Existing Events of Default, neither the First Lien Administrative Agent nor any
First Lien Lender shall be under any obligation to forbear from exercising any of its rights or remedies upon the occurrence of any Default or Event of Default. Nothing herein modifies the agreements
among the First Lien

13

---



Administrative
Agent and the First Lien Lenders with respect to the exercise of their respective rights and remedies under the terms of the First Lien Credit Agreement.

13.No Waiver.    Each Loan Party acknowledges and agrees that (a) except as expressly provided in
Section 1, this Agreement shall not operate as a waiver of any right, power or remedy of the First Lien Administrative Agent or the First Lien Lenders under the First Lien Credit Agreement or
any Loan Document, nor shall it constitute a continuing waiver at any time and (b) nothing herein shall be deemed to constitute a waiver of any Default or Event of Default, other than with
respect to the Existing Events of Default, and, except as expressly provided herein, nothing herein shall in any way prejudice the rights and remedies of the First Lien Administrative Agent or the
First Lien Lenders under the First Lien Credit Agreement, any Loan Document or applicable law. In addition, the First Lien Administrative Agent shall have the right to waive any condition or
conditions set forth in this Agreement, the First Lien Credit Agreement or any Loan Document, in its sole discretion, and any such waiver shall not prejudice, waive or reduce any other right or remedy
that the First Lien Administrative Agent may have against any Loan Party.

14.Governing Law.THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

15.Entire Agreement.    This Agreement (together with the Amendment Fee Letter) sets forth the entire agreement
and understanding among the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements, and undertakings of every kind and nature among them with respect to
the subject matter hereof.

16.Counterparts.    This Agreement may be executed in any number of counterparts, and by the parties hereto on the
same or separate counterparts and by facsimile signature, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same Agreement.

17.Successors and Assigns.    The provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigned in accordance withSection 10.06of the First Lien Credit Agreement.

18.Severability Of Provisions; Captions; Attachments.    Wherever possible each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other
jurisdiction. The captions to Sections and subsections herein are inserted for convenience only and shall be ignored in interpreting the provisions of this Agreement. Each schedule or exhibit attached
to this Agreement shall be incorporated herein and shall be deemed to be a part hereof.

19.JURY TRIAL WAIVER.    EACH OF THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY RIGHT TO HAVE A
JURY PARTICIPATE IN RESOLVING ANY DISPUTE WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG THEM, OR ANY OF THEM, ARISING OUT OF, IN CONNECTION WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

14

---





IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date referenced in the first paragraph of this Agreement.

Accepted and Agreed:PROSPECT MEDICAL HOLDINGS, INC.

PROSPECT MEDICAL GROUP, INC.By:



By:Name:

Samuel S. Lee

Name:

Jacob Y. Terner, M.D.Title:

Chief Executive Officer

Title:

Chief Executive OfficerALTA HOSPITALS SYSTEM, LLC,
formerly known as PROSPECT HOSPITALS SYSTEM, LLC

NUESTRA FAMILIA MEDICAL GROUP, INC.By:



By:Name:

Samuel S. Lee

Name:

Jacob Y. Terner, M.D.Title:

Manager

Title:

SecretaryPROMED HEALTH CARE ADMINISTRATORS
PROMED HEALTH SERVICES COMPANY

SIERRA MEDICAL MANAGEMENT, INC.
PROSPECT ADVANTAGE NETWORK, INC.
PINNACLE HEALTH RESOURCES
PROSPECT HOSPITAL ADVISORY SERVICES, INC.By:



By:Name:

Samuel S. Lee

Name:

Samuel S. LeeTitle:

Vice President

Title:

President and Chief Executive OfficerPOMONA VALLEY MEDICAL GROUP, INC.
UPLAND MEDICAL GROUP, A PROFESSIONAL MEDICAL CORPORATIONBy:Name:

Jacob Y. Terner, M.D.

Jacob Y. Terner, M.D., solely in his capacityTitle:

Vice President

as Pledgor


---



ALTA LOS ANGELES HOSPITALS, INC.
ALTA HOLLYWOOD HOSPITALS, INC.

PROSPECT MEDICAL SYSTEMS, INC.By:



By:Name:

David Topper

Name:

Samuel S. LeeTitle:

Chief Executive Officer

Title:

Chairman of the BoardPROSPECT MEDICAL GROUP, INC.
SANTA ANA/TUSTIN PHYSICIANS GROUP, INC.
PEGASUS MEDICAL GROUP, INC.
ANTELOPE VALLEY MEDICAL ASSOCIATES, INC.
SIERRA PRIMARY CARE MEDICAL GROUP, A MEDICAL CORPORATION
PROSPECT HEALTH SOURCE MEDICAL GROUP, INC.
PROSPECT PROFESSIONAL CARE MEDICAL GROUP, INC.
PROSPECT NWOC MEDICAL GROUP, INC.
APAC MEDICAL GROUP, INC.
STARCARE MEDICAL GROUP, INC.
GENESIS HEALTHCARE OF SOUTHERN CALIFORNIA, INC., A MEDICAL GROUP
PROSPECT PHYSICIAN ASSOCIATES, INC.By:Name:

Jacob Y. Terner, M.D.Title:

Chief Executive Officer


---



BANK OF AMERICA, N.A., in its capacity as First Lien Administrative AgentBy:Name:Title:


---



BANK OF AMERICA, N.A., as a First Lien Lender, L/C Issuer and Swing Line LenderBy:Name:Title:


---



Schedule A

EXISTING EVENTS OF DEFAULT

1.     Failure
of the Borrowers to deliver by January 28, 2008 to the First Lien Administrative Agent and the First Lien Lenders the financial statements and other
reports and information required underSection 6.01(a)of the First Lien Credit Agreement (Event of Default under Section 8.01(b)of the First
Lien Credit Agreement).

2.     Failure
of the Borrowers to deliver by January 28, 2008 to the First Lien Administrative Agent and the First Lien Lenders the accountants certificate and the
Compliance Certificate required underSections 6.02(a)and(b)of the First Lien Credit Agreement
(Events of Default underSection 8.01(b)of the First Lien Credit Agreement).

3.     Failure
of the Borrowers to deliver by February 14, 2008 to the First Lien Administrative Agent and the First Lien Lenders the financial statements and other
reports and information required underSection 6.01(b)of the First Lien Credit Agreement (Event of Default under Section 8.01(b)of the First
Lien Credit Agreement).

4.     Failure
of the Borrowers to deliver by February 14, 2008 to the First Lien Administrative Agent and the First Lien Lenders the Compliance Certificate required
underSection 6.02(b)of the First Lien Credit Agreement (Events of Default under Section 8.01(b)of the First Lien Credit Agreement).

5.     Failure
of the Borrowers to comply with the financial covenant set forth inSection 7.11(a)of the First Lien
Credit Agreement (Events of Default underSection 8.01(b)of the First Lien Credit Agreement) for the fiscal year ended September 30,
2007.

6.     Failure
of the Borrowers to comply with the financial covenants set forth inSection 7.11(a)and Section 7.11(b)of the First Lien Credit Agreement
(Events of Default under Section 8.01(b)of the First Lien Credit Agreement) for the fiscal quarter ended December 31, 2007.

7.     Failure
of the Borrowers to comply with the financial covenants set forth inSection 7.11(a)and Section 7.11(b)of the First Lien Credit Agreement
(Events of Default under Section 8.01(b)of the First Lien Credit Agreement) for the fiscal quarter ended March 31, 2008.

8.     Event
of Default underSection 8.01(e)resulting from a cross default under the First Lien Credit Agreement with
respect to the Borrowers' Swap Contract hedging interest rate exposure for the Term Loans.

9.     Failure
of the Borrowers to comply with the affirmative covenants set forth inSections 6.02(e)(delivery of
proxy),6.02(g)(summary of insurance coverage),6.02(m)(quarterly reports on Capitated Contracts), 6.02(n)(monthly claims lag analysis) and6.02(o)(Actuarial Reports) through the date hereof of the
First Lien Credit Agreement (Events of Default underSection 8.01(b)of the First Lien Credit Agreement).

10.   Failure
of the Borrowers to comply with the affirmative covenant set forth inSection 6.03(g)(disclosure of Debt
Ratings change or possible change) of the First Lien Credit Agreement (Event of Default underSection 8.01(b)of the First Lien Credit
Agreement).

11.   Failure
of Holdings, Prospect Hospital Advisory Services, Inc., Prospect Medical Systems, Inc. and Sierra Medical Management, Inc. to maintain good
standing as required underSection 6.05(a)of the First Lien Credit Agreement (Event of Default under Section 8.01(b)of the First Lien Credit
Agreement) (such entities have renewed good standing under their respective jurisdictions of
organization as of the date of this Agreement).

---



Schedule B

AMEX COMPLIANCE ITEMS

---





Exhibit A

TO SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, WAIVER AND CONSENT

---





EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE

Financial
Statement Date:                        ,

Ladies
and Gentlemen:

Reference
is made to that certain First Lien Credit Agreement, dated as of August 8, 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time
to time, the "Agreement"), among Prospect Medical Holdings, Inc., a Delaware corporation
("Holdings"), Prospect Medical Group, Inc., a California professional corporation (collectively with Holdings, the
"Borrowers"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used herein and not
defined herein shall have the meanings assigned thereto in the Agreement.

The
undersigned Responsible Officer(1) hereby certifies as of the date hereof that he/she is the
 of Holdings,
and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrowers, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1.     The
Borrowers have delivered (i) the year-end audited financial statements required by Section 6.01(a)of the Agreement for the fiscal year of Holdings ended as of the above date, together with
the report and opinion of an
independent certified public accountant required by such section and (ii) the consolidated and consolidating balance sheet of Holdings and its Subsidiaries as at the end of such fiscal year and
the related consolidated and consolidating statements of income or operations, shareholders' equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for
the previous fiscal year.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1.     The
Borrowers have delivered the unaudited financial statements required bySection 6.01(b)of the Agreement for
the fiscal quarter of Holdings ended as of the above date. Such consolidated and consolidating financial statements fairly present the financial condition, results of operations shareholders' equity
and cash flows of Holdings and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

[Use following paragraph 1 for fiscal month-end financial statements]

1.     The
Borrowers have delivered the unaudited financial statements required bySection 6.01(c)of the Agreement for
the fiscal month of Holdings ended as of the above date. Such consolidated and consolidating financial statements fairly present the financial condition, results of operations shareholders' equity and
cash flows of Holdings and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2.     The
undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the
transactions and condition (financial or otherwise) of Holdings and its Subsidiaries during the accounting period covered by such financial statements.

---

---



3.     A
review of the activities of the Borrowers during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during
such fiscal period the Borrowers performed and observed all their Obligations under the Loan Documents, and

[select one:]

[to
the best knowledge of the undersigned, during such fiscal period the Borrowers performed and observed each covenant and condition of the Loan Documents applicable to
them, and no Default has occurred and is continuing.]

or

[to
the best knowledge of the undersigned, the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its
nature and status:]

4.     The
representations and warranties of the Borrowers contained inArticle Vof the Agreement and all representations
and warranties of any Loan Party that are contained in any document furnished at any time under or in connection with the Loan Documents, are true and correct on and as of the date hereof, except to
the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this
Compliance Certificate, the representations and warranties contained in subsections (a) and (b) ofSection 5.05of the Agreement
shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b) and (c), respectively, of Section 6.01of the Agreement, including the statements in
connection with which this Compliance Certificate is delivered.

5.     The
financial covenant analyses and information set forth onSchedules 1and 2-Athrough2-C(as
applicable) attached hereto are true and accurate on and as
of the date of this Certificate.

IN WITNESS WHEREOF,the undersigned has executed this Certificate as of                        ,
        .

PROSPECT MEDICAL HOLDINGS, INC.By:Name:Title:


---





For the Month/Quarter/Year ended                                    
("Statement Date")

SCHEDULE 1to the Compliance Certificate  ($ in 000's)

I.

Section 7.11(a)Consolidated Leverage Ratio.A.

Consolidated Total Indebtedness at Statement Date:

$B.

Consolidated EBITDA for twelve consecutive months or four consecutive fiscal quarters (as applicable) ending on the Statement Date ("Subject Period") from Schedule 2-A,
2-B or 2-C (as applicable):

$C.

Consolidated Leverage Ratio (Line I.A ÷ Line I.B):

to 1.00Maximum Allowed:Twelve Calendar Months Ending:April 30, 2008

5.10 to 1.00May 31, 2008

7.15 to 1.00June 30, 2008

6.55 to 1.00July 31, 2008

6.20 to 1.00August 31, 2008

6.00 to 1.00September 30, 2008

5.30 to 1.00October 31, 2008

5.25 to 1.00November 30, 2008

5.20 to 1.00December 31, 2008

5.15 to 1.00January 31, 2009

4.95 to 1.00February 28, 2009

4.85 to 1.00March 31, 2009

4.70 to 1.00April 30, 2009

4.50 to 1.00May 31, 2009

4.10 to 1.00June 30, 2009

3.90 to 1.00Four Fiscal Quarters Ending:September 30, 2009

3.75 to 1.00December 31, 2009

3.50 to 1.00March 31, 2010

3.40 to 1.00June 30, 2010 and each period of four fiscal quarters ending thereafter

3.30 to 1.00


---



II.

Section 7.11(b)Consolidated Fixed Charge Coverage Ratio.A.

Consolidated EBITDA for Subject Period (Line I.B above):

$B.

Cash Capital Expenditures for Subject Period:

$C.

Consolidated Fixed Charges for Subject Period:1.

Consolidated Interest Charges for Subject Period:

$2.

Taxes paid in cash during Subject Period:

$3.

Scheduled and mandatory principal payments with respect to Indebtedness for Subject Period:

$4.

Consolidated Fixed Charges (Lines II.C.1 + II.C.2 + II.C.3):

$D.

Consolidated Fixed Charge Coverage Ratio [(Line II.A - Line II.B) ÷ Line II.C.4]:

to 1.00Minimum Required:Twelve Calendar Months Ending:April 30, 2008

0.925 to 1.00May 31, 2008

0.625 to 1.00June 30, 2008

0.600 to 1.00July 31, 2008

0.625 to 1.00August 31, 2008

0.675 to 1.00September 30, 2008

0.750 to 1.00October 31, 2008

0.750 to 1.00November 30, 2008

0.775 to 1.00December 31, 2008

0.475 to 1.00January 31, 2009

0.500 to 1.00February 28, 2009

0.525 to 1.00March 31, 2009

0.550 to 1.00April 30, 2009

0.625 to 1.00May 31, 2009

0.750 to 1.00June 30, 2009

0.775 to 1.00Four Fiscal Quarters Ending:September 30, 2009

0.875 to 1.00December 31, 2009

0.850 to 1.00March 31, 2010

0.850 to 1.00June 30, 2010 and each period of four fiscal quarters ending thereafter

0.900 to 1.00


---



For
the Month/Quarter/Year ended                                    
("Statement Date")

SCHEDULE 2-Ato the Compliance Certificate  ($ in 000's)

Consolidated EBITDA(in accordance with the definition of Consolidated EBITDA  as set forth in the Agreement)

[USE ONLY FOR STATEMENT DATES OCCURRING DURING MONTHLY TESTING PERIODS]

Consolidated EBITDA

Month
Ended

Month
Ended

Month
Ended

Month
Ended

Month
Ended

Month
Ended

Month
Ended

Month
Ended

Month
Ended

Month
Ended

Month
Ended

Month
Ended

Twelve
Months
EndedConsolidated Net Income+ Consolidated Interest Charges+ income taxes+ depreciation expense+ amortization expense+ non-recurring non-cash expenses+ add-backs- income tax credits- non-cash income- gains (+ losses) from dispositions of capital assets- extraordinary gains (+ losses) net of related tax effects= Consolidated EBITDAMinimum Consolidated EBITDA required under Section 7.11(c) (see Annex to Schedule for
determination of Minimum Consolidated EBITDA):


---





For the Quarter/Year ended                                    
("Statement Date")

SCHEDULE 2-Bto the Compliance Certificate  ($ in 000's)

Consolidated EBITDA(in accordance with the definition of Consolidated EBITDA  as set forth in the Agreement)

[USE ONLY FOR STATEMENT DATES OCCURRING DURING QUARTERLY TESTING WHERE HISTORICAL MONTHLY FINANCIAL INFORMATION IS USEDDELETE COLUMNS AS
NEEDED]

Consolidated EBITDA

Month
Ended

Month
Ended

Month
Ended

Month
Ended

Month
Ended

Month
Ended

Month
Ended

Month
Ended

Month
Ended

Month
Ended

Month
Ended

Month
Ended

Twelve
Months
EndedConsolidated Net Income+ Consolidated Interest Charges+ income taxes+ depreciation expense+ amortization expense+ non-recurring non-cash expenses+ add-backs- income tax credits- non-cash income- gains (+ losses) from dispositions of capital assets- extraordinary gains (+ losses) net of related tax effects= Consolidated EBITDAMinimum Consolidated EBITDA required under Section 7.11(c) (see Annex to Schedule for
determination of Minimum Consolidated EBITDA):


---



For the Quarter/Year
ended                                    ("Statement Date")

SCHEDULE 2-Cto the Compliance Certificate  ($ in 000's)

Consolidated EBITDA(in accordance with the definition of Consolidated EBITDA  as set forth in the Agreement)

[USE ONLY FOR STATEMENT DATES OCCURRING DURING QUARTERLY TESTING PERIODS]

Consolidated EBITDA

Quarter Ended

Quarter Ended

Quarter Ended

Quarter Ended

Four Quarters EndedConsolidated Net Income+ Consolidated Interest Charges+ income taxes+ depreciation expense+ amortization expense+ non-recurring non-cash expenses+ add-backs- income tax credits- non-cash income- gains (+ losses) from dispositions of capital assets- extraordinary gains (+ losses) net of related tax effects= Consolidated EBITDAMinimum Consolidated EBITDA required under Section 7.11(c) (see Annex to Schedule for
determination of Minimum Consolidated EBITDA):


---



ANNEX TO  SCHEDULES 2-A, 2-B AND 2-Cto Compliance Certificate  ($ in 000's)

Minimum Consolidated EBITDA

Minimum Consolidated EBITDA required under Section 7.11(c):Twelve Calendar Months Ending:April 30, 2008

$
27.75May 31, 2008

$
21.25June 30, 2008

$
22.00July 31, 2008

$
23.25August 31, 2008

$
24.00September 30, 2008

$
27.00October 31, 2008

$
27.00November 30, 2008

$
27.50December 31, 2008

$
17.75January 31, 2009

$
18.50February 28, 2009

$
19.00March 31, 2009

$
19.50April 30, 2009

$
20.25May 31, 2009

$
22.25June 30, 2009

$
23.00Four Fiscal Quarters Ending:September 30, 2009

$
24.00December 31, 2009

$
25.00March 31, 2010

$
25.50June 30, 2010 and each period of four fiscal quarters ending thereafter

$
26.50


---





EXHIBIT F

FORM OF MONTHLY COMPLIANCE CERTIFICATE

Calendar
month ending:                        ,

Ladies
and Gentlemen:

Reference
is made to that certain First Lien Credit Agreement, dated as of August 8, 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time
to time, the "Agreement"), among Prospect Medical Holdings, Inc., a Delaware corporation
("Holdings"), Prospect Medical Group, Inc., a California professional corporation (collectively with Holdings, the
"Borrowers"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.
Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Agreement.

1.     This
Monthly Compliance Certificate is delivered in accordance withSection 6.02(c)of the Agreement.

2.     Attached
hereto asSchedule 1is information required in connection with Section 6.02(c)of the Credit Agreement for the calendar month set forth above,
and all such information is true and accurate on and as of the
date of this Certificate.

---



IN WITNESS WHEREOF,the undersigned has executed this Certificate as of                        ,
        .

PROSPECT MEDICAL HOLDINGS, INC.By:Name:Title:


---



For
the Month ended                                    ("Statement Date")

SCHEDULE 1to the Monthly Compliance Certificate

I.

Consolidated Membership.A.

Consolidated Membership for month ending on the Statement DateB.

Consolidated Membership for the month ending on the immediately prior Statement DateC.

Percentage change of consolidated Membership [(Line I.A - Line I.B) ÷ Line I.B] × 100



%II.

Senior Members versus Commercial Members.A.

The number of senior members for month ending on the Statement DateB.

The number of senior members for month ending on the immediately prior Statement DateC.

Percentage change of senior members [(Line II.A - Line II.B) ÷ Line II.B] × 100



%D.

The number of commercial members for month ending on the Statement DateE.

The number of commercial members for month ending on the immediately prior Statement DateF.

Percentage change of commercial members [(Line II.D - Line II.E) ÷ Line II.E] × 100



%III.

Summary of material variances noted within the comparison (i.e., a summary of any terminations of existing contracts in connection with the Membership during the period covered by such certificate and its effect
on Membership):


---



QuickLinks