QuickLinks
 -- Click here to rapidly navigate through this document

 
 

Exhibit 10.208    
    


 
 

FORM OF TERM NOTE    
    



	 	 	Los Angeles, California
	

September 27, 2004	
 	

$10,000,000.00





        FOR
VALUE RECEIVED, each of the undersigned (each individually a "Borrower" and colectively, the
"Borrowers"), HEREBY JOINTLY AND SEVERALLY PROMISES TO PAY to the order of RESIDENTIAL FUNDING CORPORATION
("Lender"), at its office at 8400 Normandale Lake Blvd., Suite 250, Minneapolis, MN 55437, or at such other place as Lender may designate from time to
time in writing, in lawful money of the United States of America and in immediately available funds the amount of TEN MILLION DOLLARS AND NO CENTS ($10,000,000.00). All capitalized terms used but not
otherwise defined herein have the meanings given to them in the "Loan Agreement" (as hereinafter defined). 



        This
Term Note is issued pursuant to that certain Loan and Security Agreement dated as of September 27, 2004 by and among Borrowers, the other Persons named therein as Credit
Parties and Lender (including all annexes, exhibits and schedules thereto and as from time to time amended,
restated, supplemented or otherwise modified from time to time, the "Loan Agreement"), and is entitled to the benefit and security of the Loan Agreement
and all of the other Loan Documents referred to therein. Reference is hereby made to the Loan Agreement for a statement of all of the terms and conditions under which the Loans evidenced hereby are
made and are to be repaid. The principal balance of the Term Loan, the rates of interest applicable thereto and the date and amount of each payment made on account of the principal thereof, shall be
recorded by Lender on its books; provided that the failure of Lender to make any such recordation shall not affect the obligations of Borrowers to make a payment when due of any amount owing under the
Loan Agreement or this Term Note. 


        The
principal amount of the Indebtedness evidenced hereby shall be payable in the amounts and on the dates specified in the Loan Agreement. Interest thereon shall be paid until such
principal amount is paid in full at such interest rates and at such times, and pursuant to such calculations, as are specified in the Loan Agreement. The terms of the Loan Agreement are hereby
incorporated herein by reference. Each Borrower shall be jointly and severally liable for payments of Indebtedness evidenced hereby. 



        If
any payment on this Term Note becomes due and payable on a day other than a Business Day, the payment thereof shall be extended to the next succeeding Business Day and, with respect
to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. 


        Upon
and after the occurrence of any Event of Default, this Term Note may, as provided in the Loan Agreement, and without presentment, demand, protest, notice of intent to accelerate,
notice of acceleration or other legal requirement of any kind (all of which are hereby expressly waived by Borrowers), be declared, and immediately shall become, due and payable. 


        Time
is of the essence of this Term Note. 


        THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES.


[The
Remainder of This Page Left Intentionally Blank] 









	 	 	BORROWERS:
	

 	
 	
PROSPECT MEDICAL HOLDINGS, INC., a Delaware corporation
	

 	
 	

By:	

/s/  JACOB Y. TERNER, M.D.      

	 	 	Name:	Jacob Y. Terner, M.D.

	 	 	Title:	Chief Executive Officer

	

 	
 	
PROSPECT MEDICAL GROUP, INC., a California professional corporation
	

 	
 	

By:	

/s/  JACOB Y. TERNER, M.D.      

	 	 	Name:	Jacob Y. Terner, M.D.

	 	 	Title:	Chief Executive Officer














QuickLinks



Exhibit 10.208


FORM OF TERM NOTE