Unassociated Document


    EXHIBIT
      10.1 

    APOLLO
      MEDICAL HOLDINGS, INC.

    


    2008-A
      PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN

    


    1.
      Purpose.
      The
      purpose of this Plan is to provide compensation in the form of Common Stock
      of
      the Company to eligible consultants that have previously rendered services
      or
      that will render services during the term of this 2008-A Professional/Consultant
      Stock Compensation Plan (hereinafter referred to as the Plan.)

    


    2.
      Administration.
      (a) This
      Plan shall be administered by the Board of Directors who may from time to time
      issue orders or adopt resolutions, not inconstant with the provisions of this
      Plan, to interpret the provisions and supervise the administration of this
      Plan.
      The President shall make initial determinations as to which consultants,
      professionals or advisors will be considered to receive shares under this Plan,
      in addition, will provide a list to the Board of Directors. All final
      determinations shall be by the affirmative vote of a majority of the members
      of
      the Board of Directors at a meeting called for such purpose, or reduced to
      writing and signed by a majority of the members of the Board. Subject to the
      Corporation's Bylaws, all decisions made by the Directors in selecting eligible
      consultants (hereinafter referred to as Consultants), establishing the number
      of
      shares, and construing the provisions of this Plan shall be final, conclusive
      and binding on all persons including the Corporation, shareholders, employees
      and Consultants.

    


    (b)
      The
      Board of Directors may from time to time appoint a Consultants Plan Committee,
      consisting of at least one Director and one officer, none of whom shall be
      eligible to participate in the Plan while members of the Committee. The Board
      of
      Directors may delegate to such Committee power to select the particular
      Consultants that are to receive shares, and to determine the number of shares
      to
      be allocated to each such Consultant.

    


    (c)
      If
      the SEC Rules and or regulations relating to the issuance of Common Stock under
      a Form S-8 should change during the terms of this Plan, the Board of Directors
      shall have the power to alter this Plan to conform to such changes.

    


    3.
      Eligibility.
      Shares
      shall be granted only to Professionals and Consultants that are within that
      class for which Form S-8 is applicable.

    


    4.
      Shares
      Subject to the Plan.
      The
      total number of shares of Common Stock to be subject to this Plan is 75,000.
      The
      shares subject to the Plan will be registered with the SEC on or about August
      22, 2008 in a Form S-8 Registration.

    


    5.
      Death
      of Consultant. If
      a
      Consultant dies while he is a Consultant of the Corporation or of any
      subsidiary, or within 90 days after such termination, the shares, to the extent
      that the Consultant was to be issued shares under the plan, may be issued to
      his
      personal representative or the person or persons to whom his rights under the
      plan shall pass by his will or by the applicable laws of descent and
      distribution.

    


    6.
      Termination
      of Consultant, retirement or disability.
      If a
      Consultant shall cease to be retained by the Corporation for any reason
      (including retirement and disability) other than death after he shall have
      continuously been so retained for his specified term, he may, but only within
      the three-month period immediately following such termination, request his
      pro-rata number of shares for his services already rendered.

    


    7.
      Termination
      of the Plan.
      This
      Plan shall terminate one year after its adoption by the Board of Directors.
      At
      such time, any shares that remain unsold shall be removed from registration
      by
      means of a post-effective amendment to the Form S-8.

    


    8.
      Effective
      Date of the Plan.
      This
      Plan shall become effective upon its adoption by the Board of
      Directors.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    CERTIFICATION
      OF ADOPTION

    (By
      the
      Board of Directors)

    


    The
      undersigned, being the President and Chairman of the Board of Directors of
      Apollo Holdings, Inc.. hereby certifies that the foregoing Plan was adopted
      by a
      unanimous vote of the Board of Directors on August 19, 2008.

    


    


    /s/
      Warren Hosseinion

    Warren
      Hosseinion