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Exhibit 10.207    
    


 
 

FORM OF REVOLVING CREDIT NOTE    
    



	 	 	Los Angeles, California
	

September 27, 2004	
 	

$5,000,000.00





        FOR
VALUE RECEIVED, each of the undersigned (each individually a "Borrower" and collectively, 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 FIVE MILLION DOLLARS AND NO CENTS ($5,000,000.00) or, if less, the aggregate unpaid
amount of all Revolving Loans made to the Borrowers under the "Loan Agreement" (as hereinafter defined). All capitalized terms used but not otherwise defined herein have the meanings given to them in
the Loan Agreement. 


        This
Revolving Credit Note is one of the Revolving Credit Notes 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 date and amount of each Revolving Loan
made by Lender to Borrowers, the rates of interest applicable thereto and 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 Revolving Credit Note in respect of
the Revolving Loan made by Lender to Borrowers. 


        The
principal amount of the Indebtedness evidenced hereby shall be payable in the amounts and on the dates specified in the Loan Agreement, the terms of which are hereby incorporated
herein by reference. 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. 


        If
any payment on this Revolving Credit 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 Revolving Credit 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 Revolving Credit Note. 


        THIS REVOLVING CREDIT 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.









	 	 	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














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Exhibit 10.207


FORM OF REVOLVING CREDIT NOTE