Exhibit 10.9

SECOND AMENDMENT TO SECOND LIEN CREDIT AGREEMENT, WAIVER AND CONSENT

THIS SECOND AMENDMENT TO SECOND 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 "Second Lien Administrative Agent"), and the lenders party hereto (collectively, the "Second Lien
Lenders").

RECITALS

A.    The
Borrowers, the Second Lien Lenders and the Second Lien Administrative Agent have entered into that certain Second 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 "Second Lien Credit Agreement"), pursuant to which the Second 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 Second Lien Credit Agreement) and other extensions of credit, all upon the terms and
conditions set forth in the Second 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 Second Lien Credit Agreement; accordingly, the Borrowers have requested the Second Lien Lenders to
waive such Defaults and Events of Default.

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

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

E.    Subject,
in each case, to the terms and conditions hereof, the Second 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 inSection 4, the Second Lien Administrative Agent and the Second Lien Lenders hereby waive the Existing
Events of Default.

2.Consent to Sale.    Notwithstanding anything to the contrary set forth in the Second Lien Credit Agreement, the
Second Lien Lenders and the Second 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

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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
inSection 4:



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



Applicable RatePricing
Level

Consolidated Leverage Ratio

Eurodollar
Rate

Base Rate1

Less than 2.50:1.00


10.00
%

9.00
%2

Greater than or equal to 2.50:1.00 but less than 3.00:1.00


11.00
%

10.00
%3

Greater than or equal to 3.00:1.00


11.75
%

10.75
%


Any
increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the
date a Compliance Certificate is delivered pursuant toSection 6.02(b);provided, however, that if a
Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 3 shall apply, in each
case as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered.

Notwithstanding
anything to the contrary contained in this definition, if, as a result of any restatement of or other adjustment to the financial statements of Holdings or for any other
reason, either Borrower or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrowers as of any applicable date was inaccurate and (ii) a proper
calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent
for the account of the

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applicable
Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower under the Bankruptcy
Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been
paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under
Section2.08(b)or underArticle VIII. The Borrowers' obligations under this paragraph shall
survive the termination of the Term Commitments and the repayment of all other Obligations hereunder."



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4

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5

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6

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Period

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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


4.15 to 1.00Four fiscal quarters ending September 30, 2009


4.00 to 1.00Four fiscal quarters ending December 31, 2009


3.75 to 1.00Four fiscal quarters ending March 31, 2010


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


3.55 to 1.00"


"(b)Consolidated Fixed Charge Coverage Ratio.    From April 30, 2008 through and including June 30, 2009, permit
the Consolidated Fixed Charge Coverage Ratio as of any month end to be less than the ratio set forth below opposite such period, and commencing July 1, 2009, permit the

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Consolidated
Fixed Charge Coverage Ratio as of any quarter end to be less than the ratio set forth below opposite such period:

Period

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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


0.725 to 1.00Four fiscal quarters ending September 30, 2009


0.825 to 1.00Four fiscal quarters ending December 31, 2009


0.800 to 1.00Four fiscal quarters ending March 31, 2010


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


0.850 to 1.00"


"(c)Minimum Consolidated EBITDA.    From April 30, 2008 through and including June 30, 2009, permit Consolidated
EBITDA as of any month end to be less than the amount set forth below opposite

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such
period, and commencing July 1, 2009, permit Consolidated EBITDA as of any quarter end to be less than the amount set forth below opposite such period:

Period

Minimum Consolidated
EBITDATwelve-month period ending April 30, 2008

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

$
20,500,000Twelve-month period ending June 30, 2008

$
21,500,000Twelve-month period ending July 31, 2008

$
22,500,000Twelve-month period ending August 31, 2008

$
23,000,000Twelve-month period ending September 30, 2008

$
26,000,000Twelve-month period ending October 31, 2008

$
26,000,000Twelve-month period ending November 30, 2008

$
26,500,000Twelve-month period ending December 31, 2008

$
16,750,000Twelve-month period ending January 31, 2009

$
17,500,000Twelve-month period ending February 28, 2009

$
18,000,000Twelve-month period ending March 31, 2009

$
18,500,000Twelve-month period ending April 30, 2009

$
19,250,000Twelve-month period ending May 31, 2009

$
21,250,000Twelve-month period ending June 30, 2009

$
22,000,000Four fiscal quarters ending September 30, 2009

$
23,000,000Four fiscal quarters ending December 31, 2009

$
24,000,000Four fiscal quarters ending March 31, 2010

$
24,500,000Four fiscal quarters ending June 30, 2010 and each period of four fiscal quarters ending thereafter

$
25,500,000"


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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 Second Lien Administrative Agent.



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5.Other Agreements.



6.Representations and Warranties.    Each Loan Party hereby represents and warrants to the Second Lien
Administrative Agent and the Second 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 inSection 1above, no Default or Event of Default exists under the Second 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

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or
offset against, or defense or counterclaim to, any Loan Party's obligations or liabilities under the Second 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 Second 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 Second Lien Administrative Agent, each Second 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 Second Lien Administrative Agent or any
Second 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 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 Second
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 Second Lien Credit Agreement.

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



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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 Second 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 Second Lien Administrative Agent and the Second Lien Lenders that is inconsistent with the express terms of the
Second Lien Credit Agreement or any other Loan Document, (b) notwithstanding any course of dealing between the Loan Parties, the Second Lien Administrative Agent and the Second Lien Lenders
prior to the date hereof, except as set forth herein, the Second Lien Lenders shall not be obligated to make any Loan, except in accordance with the terms and conditions of this Agreement and the
Second Lien Credit Agreement, and (c) except with respect to the limited waiver granted herein specifically relating to the Existing Events of Default, neither the Second Lien Administrative
Agent nor any Second 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 Second Lien Administrative Agent and the Second Lien Lenders with respect to the exercise of their respective rights and remedies under the terms of the Second 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 Second Lien Administrative Agent or the Second Lien
Lenders under the Second 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 Second Lien Administrative Agent or the Second Lien Lenders under the Second Lien Credit Agreement, any Loan Document or applicable law. In addition, the Second Lien Administrative Agent shall
have the right to waive any condition or conditions set forth in this Agreement, the Second 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 Second Lien Administrative Agent may have against any Loan Party.

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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 Second 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]

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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


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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


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


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


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Schedule A

EXISTING EVENTS OF DEFAULT

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

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

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

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

5.     Failure
of the Borrowers to comply with the financial covenant set forth inSection 7.11(a)of the Second Lien
Credit Agreement (Events of Default underSection 8.01(b)of the Second 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 Second Lien Credit Agreement
(Events of Default under Section 8.01(b)of the Second 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)of the Second Lien
Credit Agreement (Events of Default underSection 8.01(b)of the Second 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 Second 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
Second Lien Credit Agreement (Events of Default underSection 8.01(b)of the Second 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 Second Lien Credit Agreement (Event of Default underSection 8.01(b)of the Second 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 Second Lien Credit Agreement (Event of Default under Section 8.01(b)of the Second Lien Credit
Agreement) (such entities have renewed good standing under their respective jurisdictions of
organization as of the date of this Agreement).

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Schedule B

AMEX COMPLIANCE ITEMS

1.     File 2007
10-K by June 16, 2008 (with unqualified accountants' letter)

2.     File 10-Q
for the quarter ended December 31, 2007 by June 16, 2008

3.     File 10-Q
for the quarter ended March 31, 2008 by June 16, 2008

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Exhibit A

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

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EXHIBIT C

FORM OF COMPLIANCE CERTIFICATE

Financial
Statement Date:                        ,

Ladies
and Gentlemen:

Reference
is made to that certain Second 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.

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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:


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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


5.35 to 1.00May 31, 2008


7.40 to 1.00June 30, 2008


6.80 to 1.00July 31, 2008


6.45 to 1.00August 31, 2008


6.25 to 1.00September 30, 2008


5.55 to 1.00October 31, 2008


5.50 to 1.00November 30, 2008


5.45 to 1.00December 31, 2008


5.40 to 1.00January 31, 2009


5.20 to 1.00February 28, 2009


5.10 to 1.00March 31, 2009


4.95 to 1.00April 30, 2009


4.75 to 1.00May 31, 2009


4.35 to 1.00June 30, 2009


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


4.00 to 1.00December 31, 2009


3.75 to 1.00March 31, 2010


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


3.55 to 1.00


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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


0.900 to 1.00May 31, 2008


0.600 to 1.00June 30, 2008


0.575 to 1.00July 31, 2008


0.600 to 1.00August 31, 2008


0.650 to 1.00September 30, 2008


0.725 to 1.00October 31, 2008


0.725 to 1.00November 30, 2008


0.750 to 1.00December 31, 2008


0.450 to 1.00January 31, 2009


0.475 to 1.00February 28, 2009


0.500 to 1.00March 31, 2009


0.525 to 1.00April 30, 2009


0.575 to 1.00May 31, 2009


0.700 to 1.00June 30, 2009


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


0.825 to 1.00December 31, 2009


0.800 to 1.00March 31, 2010


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


0.850 to 1.00


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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):


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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):


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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):


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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

$
27.00May 31, 2008

$
20.50June 30, 2008

$
21.50July 31, 2008

$
22.50August 31, 2008

$
23.00September 30, 2008

$
26.00October 31, 2008

$
26.00November 30, 2008

$
26.50December 31, 2008

$
16.75January 31, 2009

$
17.50February 28, 2009

$
18.00March 31, 2009

$
18.50April 30, 2009

$
19.25May 31, 2009

$
21.25June 30, 2009

$
22.00Four Fiscal Quarters Ending:September 30, 2009

$
23.00December 31, 2009

$
24.00March 31, 2010

$
24.50June 30, 2010 and each period of four fiscal quarters ending thereafter

$
25.50


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EXHIBIT E

FORM OF MONTHLY COMPLIANCE CERTIFICATE

Calendar
month ending:                        ,

Ladies
and Gentlemen:

Reference
is made to that certain Second 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.

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

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


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For
the Month ended                                    ("Statement Date")

SCHEDULE 1  to 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):


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