Exhibit


Exhibit 10.43


REGULATORY AMENDMENT FOR THE CAPITATED FINANCIAL  ALIGNMENT
DEMONSTRATION PRODUCT TO MOLINA HEAL TH CARE OF CALIFORNIA GROUP/IPA
PROVIDER SERVICES AGREEMENT(S)




This Regulatory Amendment for the Capitated Financial Alignment Demonstration Product to the Group/IPA Provider Services Agreement(s}, or other health care service contract applicable to Provider (the "Amendment") is made and entered into by and between Molina Healthcare of California ("Health Plan") and Pacific Healthcare IPA Associates, Inc. ("Provider").




A.   Whereas, Health Plan and Provider have previously entered into a Group/IPA Provider Services Agreement, or other corresponding health care services agreement or contract as may have been amended from time to time ("Agreement"); and




B.  Whereas, Health Plan desires to amend the Agreement to add regulatory provisions that Provider and Health Plan must remain in compliance with for the Capitated Financial Alignment Demonstration Product as governed by the 3-way agreement between DHCS, CMS and Health Plan and applicable regulations.




NOW, THEREFORE, in consideration of the promises, covenants and warranties stated herein, both parties agree as follows:




		
	1.
	Section 5.11 Attachments (or equivalent section of the Agreement) is amended to add the following to the list of Attachments which are part of the Agreement:




Attachment M -Capitated Financial Alignment Demonstration Program Requirements
Attachment   M-1- Capitated   Financial Alignment   Demonstration   Program Requirements Delegated Services


		
	2.
	Attachment M-Capitated   Financial Alignment Demonstration Program Requirements, attached hereto, is hereby added to the Agreement.




3.   Attachment M-1- Capitated Financial Alignment Demonstration Program Requirements-Delegated
Services, attached hereto, is hereby added to the Agreement.


		
	4.
	Health  Plan  and  Provider  acknowledge  that  Attachment  H,  Medicare  Program  Requirements Healthcare Services, and Attachment H-1, Medicare Program Requirements-Delegated Services, are applicable only to Health Plan's  Medicare Advantage (Molina Medicare Options) and Medicare Advantage  Special Needs  Plan  (Molina Medicare  Options  Plus) programs,  and  nothing  in  this Amendment or Agreement shall be construed to apply such requirements to the Medicare-Medicaid Program, otherwise known as the Capitated Financial Alignment Demonstration.






		
	5.
	Health Plan and Provider acknowledge that the Capitated Financial Alignment product is part of the Medicare-Medicaid Program and is not a sub-product under the Medicare or Medicaid Products. In the event that the Capitated Financial Alignment Demonstration was categorized as a sub-productunder  the Medicare  or Medicaid  Program  in the Agreement   or previous  Amendments,   they  will now be treated  as a separate  product  under  the Capitated  Financial  Alignment  Demonstration   Program.




		
	6.
	Compliance   with Applicable Law, section 2.9 (or equivalent section of the Agreement),   is modified to add the following subsection, which reads:













Provider   acknowledges   that all Covered   Services rendered   pursuant   to the Medicare-Medicaid Program are subject to the additional provisions set forth in Attachment M.




		
	7.
	Pursuant  to Section  5.6, Amendment,   or equivalent  section  of the Agreement,  Health  Plan may amend this Agreement   to maintain  compliance   with any state or federal  law, policy,  directive  or government sponsored   program   by  providing    forty-five   (45)  business   days'   notice,   unless   a  shorter   time   is necessary  for compliance.




8.    Effective Date.  This Amendment   shall become effective immediately upon receipt.




9.    Use of Defined Terms.  Unless otherwise defined in this Amendment,   capitalized terms utilized in this Amendment will have the same meaning(s) ascribed to such terms in the Agreement.




		
	10. 
	No Other Modifications.   Except as provided herein, the terms and conditions of the Agreement   shall remain the same, in full force and effect.











ATTACHMENT   M
Capitated Financial Alignment Demonstration Program Requirements


This attachment sets forth the applicable Capitated Financial Alignment Demonstration Program requirements, which is otherwise known as the Medicare-Medicaid Program, covering the provision of health care services that are required by CMS and the State of California to be included in contracts and/or agreements between; (i) health plans I health maintenance organizations, and (ii) providers of health care services, authorized assignees, delegates or subcontractors. This attachment is hereby incorporated into the Agreement, and both will be automatically modified to conform to subsequent changes or amendments by CMS and the State of California requirements set forth herein. All terms and conditions of the Agreement not specifically modified by this attachment remain unchanged and will control. In the event of any inconsistency between this attachment and the Agreement, the terms and conditions of this attachment will control, notwithstanding anything to the contrary in the Agreement. Capitalized terms utilized  in this  attachment will have the  same meanings  ascribed  to  them  in  the Agreement unless otherwise set forth in this attachment and the applicable statute(s).




		
	1.
	Downstream Compliance. Provider agrees to require all of its first tier, downstream, and related entity(ies) that provide any services benefiting Health Plan's Medicare-Medicaid Program Members to agree in writing to all of the terms provided herein.






		
	2.
	Right to Audit. HHS, the Comptroller General, or their designees have the right to audit, evaluate, and inspect any pertinent information, including books, contracts, computer or other electronic systems, including medical records. Provider agrees to make available, for the purposes  specified in  this paragraph, its premises, physical facilities and equipment, records relating to its Medicare-Medicaid Program Members,  and  any  additional  relevant  information  that  CMS  may  require.  HHS,  the Comptroller General, or their designee's right to inspect, evaluate, and audit extends through ten ( 10) years from the end of the final contract period between Health Plan and CMS or completion of audit, whichever is later.






3.   Confidentiality.  Provider  will  comply  with  the  confidentiality  and  Medicare-Medicaid  Program Member record accuracy requirements set forth in 42 CFR 422.118.




4.  Hold Harmless/Cost Sharing. Provider agrees it may not under any circumstances, including nonpayment of moneys due to the providers by the Health Plan, insolvency of the Health Plan, or breach  of  this  Agreement, bill,  charge,  collect  a  deposit,  seek  compensation,  remuneration,  or reimbursement from, or have any recourse against the Medicare-Medicaid Program Member, or any persons other than the Health Plan acting on their behalf, for services provided in accordance with this Agreement. The Hold Harmless clause will survive the termination of this Agreement, regardless of the cause of termination. In addition, Medicare-Medicaid Program Members will not be held liable for any Medicare Part A and B cost sharing. Specifically, Medicare Parts A and B services will be provided at zero-cost share to the Medicare-Medicaid Program Member.5.    Accountability.    Health  Plan  may  only  delegate  activities   or functions  to a first tier,  downstream,    or related  entity,  in a manner  that  is consistent   with  the provisions   set  forth  in Attachment   M-lof   this Agreement.




		
	6.
	Delegation.   Any  services  or other  activity  performed   by a first tier,  downstream,   or related  entity  in accordance  with a contract  or written  agreement  will be consistent  and comply  with the Health  Plan's contract  with CMS and DHCS.






		
	7.
	Prompt  Payment.   Health  Plan  and  Provider   agree  that  Health  Plan  will  pay  all  Clean  Claims   for Covered  Services,  which  are determined   by Health  Plan  to be payable,  within  sixty  (60)  days  of the date  









such  Claim  is delivered  by Provider  to Health  Plan  and  Health  Plan  determines   such  Claim   is complete/clean.




		
	8.
	Reporting.   Provider   agrees  to  provide  relevant   data  to  support  Health  Plan  in complying   with  the requirements   set forth in 42 CFR 422.516  and 42 CFR 422.310.






		
	9.
	Compliance   with  Medicare   Laws  and  Regulations.   Provider   will  comply  with  all  federal  and  state laws, regulations,  and CMS instructions.






10.  Benefit   Continuation.   Provider   agrees  to  provide   for  continuation   of  Medicare-Medicaid    Program Member  health  care benefits  (i) for all Medicare-Medicaid    Program  Members,  for the duration  of the period   for  which   CMS   has  made   payments   to  Health   Plan  for  Medicare   services;   and  (ii)   for Medicare-Medicaid Program  Members  who  are hospitalized   on the  date  Health  Plan's   contract  with CMS terminates,  or, in the event of insolvency,  through  discharge.




11.   Cultural  Considerations.    Provider  agrees  that  services  are provided  in a culturally  competent   manner to  all  Medicare-Medicaid    Program   Members,   including   those  with  limited   English  proficiency    or reading  skills,  and diverse  cultural  and ethnic backgrounds.




12. Provider  will render  all services  in accordance  with Health  Plan's  contractual   obligations  to CMS  and DHCS.




13. Provider  will render  all services  associated  with the Medicare-Medicaid    Program,  which  is otherwise known   as  the  Capitated   Financial   Alignment   Demonstration,    in  compliance   with  42  C.F.R. § § 422.504,  423.505,  and 438.6(1).




14.   Provider  must  maintain  Medicare-Medicaid    Program  Member  records  and information  in an accurate and timely  manner.




15. Provider  must  comply  with  the  Federal  Emergency   Medical  Treatment   and  Labor  Act  (EMT ALA) and all requirements outlined in 42 U.S. Code §  1395dd and Health Plan will not create any policies that conflict with the Provider's obligations under EMTALA.




16. Provider may not close or otherwise limit its acceptance of Medicare-Medicaid Program Members as patients unless the same limitations apply to all commercially insured Medicare-Medicaid Program Members.


17. Health   Plan  may  not  refuse  to  contract   or  pay  an  otherwise   eligible  health  care  provider   for  the provision  of Covered  Services  solely because  such provider  has in good faith:


		
	a.
	Communicated   with  or advocated  on behalf  of one  or more  of his or her prospective,   current  or former  patients  regarding  the provisions,  terms or requirements  of the Health  Plan's  health benefit plans  as they relate to the needs of such provider's   patients;  or




		
	b.
	Communicated    with  one  or  more  of  his  or  her  prospective,   current,   or  former  patients   with respect  to the  method  by  which  such  provider   is compensated   by  the  Health  Plan  for  services provided  to the patient.











18. Provider  is not required  to indemnify  Health  Plan  for any expenses  and liabilities,  including,  without limitation,  judgments,   settlements,  attorneys'   fees, court  costs and any associated  charges,  incurred  in connection   with  any  claim  or  action  brought   against  the  Health  Plan  based  on  the  Health  Plan's management   decisions,  utilization  review  provisions  or other policies,  guidelines  or actions.




19. Prior written  approval  must be obtained  from DHCS  before  this Agreement  is assigned  or delegated.




20.  Provider  is required  to provider  interpreter  services  to Members.




21.  Provider  must timely gather,  preserve  and provide  to DHCS,  any records  in the Provider's   possession.




22.  Provider    must   comply   with   all   applicable    requirements    governing    physician    incentive   plans, including  but not limited  to such  requirements   appearing  at 42 C.F.R.  Parts  417,  422,  434,  438,  and 1003.


23.  Health  Plan  shall  make  no  payment  to  Provider   for a provider  preventable   condition   as defined  by law.









ATTACHMENT M-1
Capitated Financial Alignment Demonstration Program Requirements -  Delegated
Services




This attachment sets forth the applicable Capitated Financial Alignment Demonstration Program requirements, which is otherwise known as the Medicare-Medicaid Program, covering the delegation to Provider of any management responsibilities or administrative services, if any, that are required by CMS to  be  included  in  contracts  and/or  agreements  between;  (i)  health  plans  I  health  maintenance organizations, and (ii) providers of health care services, authorized assignees, delegates or subcontractors. This attachment is hereby incorporated into the Agreement, and both will be automatically modified to conform to subsequent changes or amendments by CMS or DHCS to any Government Program requirements set forth herein. All terms and conditions of the Agreement not specifically modified by this attachment remain unchanged and will control. In the event of any inconsistency between this attachment and the Agreement, the terms and conditions of this attachment will control, notwithstanding anything to the contrary in the Agreement. Capitalized terms utilized in this attachment will have the same meanings ascribed to  them in the Agreement unless otherwise set forth in this attachment and the applicable statute(s).




		
	1.
	Downstream Compliance. Provider agrees to require all of its first tier, downstream, and related entity(s) that provide any services benefiting Health Plan's Medicare-Medicaid Program Members to agree in writing to all of the terms provided herein.




2.    Medicare Compliance. Provider will comply with all federal and state laws, regulations,  and CMS
instructions.


3.    Confidentiality.  Provider will  comply  with  the  confidentiality  and  Medicare-Medicaid  Program Member record accuracy requirements set forth in 42 CFR 422.118.


4.   Right to Audit. HHS, the Comptroller General, or their designees have the right to audit, evaluate, and inspect any books, contracts, records, including medical records and documentation that pertain to any aspect of services performed, reconciliation of benefit liabilities, and determination of amounts payable under the contract, or as the Secretary may deem necessary to enforce Health Plan's contract with CMS.  Provider agrees to  make available, for the  purposes specified in this paragraph,  its premises,  physical  facilities and  equipment, records  relating  to  its  Medicare-Medicaid Program Members, and any additional relevant information that CMS may require.  HHS, the Comptroller General, or their designee's right to inspect, evaluate, and audit extends through ten ( 10) years from the end of the final contract period or completion of audit, whichever is later.




		
	5.
	Responsibilities and Reporting Arrangements. The Agreement specifies the delegated activities and reporting responsibilities, if any. To the extent applicable, Provider will support Health Plan  in complying with the reporting requirements set forth in 42 CFR 422.516 and 42 CFR 310 by providing relevant data.




		
	6.
	Revocation   of Delegated  Activities.  In the event  CMS,  DHCS  or Health  Plan  determines,   in its sole discretion,   that  Provider   has  not  performed   the  delegated   activities   or  functions   satisfactorily,   the delegated  activities  will be revoked.






		
	7.
	Accountability.     Notwithstanding     any   relationship(s)     Health    Plan    may   have    with    first   tier, downstream,   and  related  entities,  Health  Plan  maintains  ultimate  responsibility   for  adhering  to  and otherwise   fully  complying   with  all terms  and  conditions   of its contract  with  CMS.  Any  services  or other  activity  performed  by a first tier, downstream,  or related  entity in accordance  with a contract  or written  agreement  will be consistent  and comply  with the Health  Plan's  contract  with CMS.













		
	8.
	Credentialing.   If Provider is delegated credentialing activities, Provider's credentialing process will be reviewed and approved by Health Plan, and such credentialing process will be audited by Health Plan on an ongoing basis; further, Provider agrees that its credentialing process will comply with all applicable NCQA standards. Health Plan retains the right to approve, suspend, or terminate any credentialing delegation arrangement.






		
	9.
	Monitoring. Notwithstanding any relationship(s) Health Plan may have with first tier, downstream, and related entities, Health Plan maintains ultimate responsibility for adhering to and otherwise fully complying with all terms and conditions of its contract with CMS. Any services or other activity performed by a first tier, downstream, or related entity in accordance with a contract or written agreement will be consistent and comply with the Health Plan's contractual obligations. Health Plan will monitor the performance of first tier, downstream, and related entities.






10. Further Requirements. Any services or other activity performed by a first tier, downstream, or related entity in accordance with a contract or written agreement will be consistent and comply with Health Plan's  contractual obligations. If  Health Plan delegates selection of the providers, contractors, or subcontractor to another organization, Health Plan retains the right to approve, suspend, or terminate any such arrangement.