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                                                                 EXHIBIT 10.9(v)

                                 AMENDMENT NO. 3
                                     TO THE
                       PEDIATRIC SERVICES OF AMERICA, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

         This is Amendment No. 3 (the "Amendment") to the Pediatric Services Of
America, Inc. Employee Stock Purchase Plan (the "Plan"), which was originally
adopted effective January 1, 1996. The provisions of this Amendment shall be
effective February 1, 2002 (except as otherwise specified in this Amendment),
provided that, within twelve months following the adoption of this Amendment by
the Board of Directors, the Amendment is approved by the holders of a majority
of the voting shares of the outstanding common stock of the plan sponsor,
Pediatric Services of America, Inc. (the "Company").

                                     Recital

         The Company desires to amend the Plan to require employees to have 90
days of service to be eligible to participate, to allow additional purchases of
stock beyond the 75,000 shares originally contemplated for this purpose and to
clarify that shares purchased under this Plan are to be purchased solely on the
open market, but must nonetheless be registered by the Company pursuant to U. S.
Securities and Exchange Commission regulations.

                                    Amendment

1.       Section 3.2 of the Plan is hereby amended to amend subsections (a) and
         (d) to read as follows:

                "(a)    any Employee with fewer than 90 days of continuous
         employment prior to the current Offering Period, as measured from the
         Employee's most recent employment commencement date."

                "(d)    any Employee who, immediately after an option is granted
         hereunder, would own shares of Common Stock, or of the stock of a
         parent or subsidiary corporation of the Company, possessing 5 percent
         or more of the total combined voting power of value of all classes of
         such stock, provided however that in determining whether an Employee
         owns 5 percent of such shares, (A) the attribution of ownership rules
         of Section 424(d) of the Code shall apply and (B) an Employee shall be
         deemed to own the shares of stock underlying any outstanding option
         which he has been granted (whether under this Plan or any other plan or
         arrangement)."

2.       The first full sentence of Section 7.1 of the Plan is hereby amended
         so, as amended, it reads in its entirety as follows:

                "7.1    Automatic Purchase.  As of each Offering Exercise Date
                        ------------------
         and except as provided in Sections 7.2 and 7.3 hereof, the Committee
         shall purchase

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         solely on the open market, for each Employee having funds credited to
         his Account, the number of whole shares of the Common Stock which is
         determined by dividing the amount credited to his Account by the Option
         Exercise Price (as defined in Section 6.4)."

3.       Section VII of the Plan is amended by adding at the end of the present
         provision the following new Section 7.3:

                "7.3  Maximum Number of Shares of Common Stock Purchased.
                      --------------------------------------------------
         Notwithstanding any provisions to the contrary contained herein, if the
         purchases of shares of the Common Stock contemplated on a given
         Offering Exercise Date pursuant to Section 7.1 would, if fully
         implemented, result in a violation of the limits of Section 9.2, the
         Committee shall adjust on a pro rata basis the amount credited to each
         Employee's Account which may be used to purchase shares of the Common
         Stock for the affected Offering Period so that the aggregate dollar
         amount available for such purchases will be reduced and the number of
         shares of the Common Stock that may be still be purchased under Section
         7.1 after such reduction, together with the number of all other shares
         of the Common Stock purchased through this Plan at such time, will not
         exceed the Section 9.2 limit. For purposes of the calculation described
         in this Section 7.3, the 15% Company contribution described in Section
         6.4 shall apply only to Employee contributions for the affected
         Offering Period which are available for the purchase of shares of the
         Common Stock after the pro rata reduction process is complete. In the
         event such a pro rata reduction is required, the balance of the
         accumulated payroll deductions credited to Accounts of Employees
         participating in the Plan not used to purchase shares of the Common
         Stock will be distributed to such Employees, in cash or its equivalent
         and without interest, as soon as practicable after the affected
         Offering Exercise Date. In such event, no further elections under
         Section 5.1 shall be permitted until the number of shares of the Common
         Stock registered as described in Section 9.2 has been increased to
         permit further purchases."

4.       Section IX of the Plan is hereby amended so, as amended, it reads in
         its entirety as follows:

                "IX.  LIMIT ON NUMBER OF SHARES AVAILABLE FOR
                      PURCHASE

                "9.1  Maximum Number of Shares. Subject to adjustment under
                      ------------------------
         Section 12, the maximum aggregate number of shares of the Common Stock
         available to be purchased by Employees under this Plan shall be 575,000
         shares. No shares of the Common Stock have been or may be reserved for
         issuance or issued by the Company in connection with the Plan, and the
         Common Stock delivered under the Plan shall consist solely of shares
         acquired from other shareholders on the open market, as specified in
         Section 7.1.

                "9.2  Registration Limit.  From and after January 1, 1996,
                      ------------------
         subject to adjustment under Section 12, no shares of the Common Stock
         may be available

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         for purchase through the Plan to the extent that the aggregate number
         of such shares, together with the aggregate number of shares of the
         Common Stock theretofore purchased through the Plan, exceeds the number
         of shares of the Common Stock registered from time to time on Form S-8
         pursuant to the Securities Act of 1933, as amended, for such purpose
         (subject to any corrective action permitted by the U. S. Securities and
         Exchange Commission in the event that shares of the Common Stock are
         purchased through this Plan in what would otherwise be a violation of
         this Section 9.2).

                "9.3 Availability of Shares. If and to the extent that any right
                     ----------------------
         to purchase shares of the Common Stock shall not be exercised by the
         Employee who is the holder of such right, or if such right shall
         terminate as provided herein, then the shares subject to such right to
         purchase (i) shall again become available for purposes of the Plan,
         unless the Plan shall have been terminated, and (ii) shall not be
         deemed to increase the aggregate number of shares of the Common Stock
         which may be purchased through the Plan pursuant to Section 9.1."

5.       Except as amended and modified in this Amendment No. 3, the Plan as
         adopted effective January 1, 1996 shall remain in full force and
         effect.

         IN WITNESS WHEREOF, the Company has caused this Amendment No. 3 to be
executed on the date set forth below.


                                         PEDIATRIC SERVICES OF AMERICA, INC.

                                         By    /s/ Joseph D. Sansone
                                            ------------------------------------

                                         Title:    President
                                                --------------------------------

                                         Date:     February 1, 2002
                                               ---------------------------------

             Approved by the Board of Directors on November 28, 2001

         Approved by Shareholders at Annual Meeting on January 29, 2002

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