**EXHIBIT 14.1**

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Table of Contents
| Letter to Directors and Employees from the CEO       |   | 2      |
|------------------------------------------------------|--------|--------|
|                                                 |   |   |
| Message from the Corporate Compliance Officer        |   | 3      |
|                                                 |   |   |
| Code of Business Conduct / Ethical Business Practice |   | 4      |
|                                                 |   |   |
| Corporate Policies                                   |   |   |
|                                                 |   |   |
| Antitrust &  Competition                         |   | 6      |
|                                                 |   |   |
| Bribery                                              |   | 7      |
|                                                 |   |   |
| Confidential  Information                            |   | 8      |
|                                                 |   |   |
| Conflicts of  Interest                               |   | 9      |
|                                                 |   |   |
| Equal  Opportunity Employer                          |   | 11     |
|                                                 |   |   |
| Fraud &  Similar Irregularities                  |   | 12     |
|                                                 |   |   |
| Harassment                                           |   | 13     |
|                                                 |   |   |
| Health &  Safety                                 |   | 14     |
|                                                 |   |   |
| Inside  Information and Securities Trading           |   | 15     |
|                                                 |   |   |
| Political  Activities & Contributions            |   | 16     |
|                                                 |   |   |
| Acknowledgment of Receipt                            |   | 17     |

 

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***ALetter to Directors and Employees on the Importance of Following theCode of Business Conduct***

***DearDirectors and Employees,***

*The influx of gold and silverfrom the New World to Europe has been associated with the rise of capitalism inthe West.  Equally important, however,was the Protestant notion of pre-destination as preached by Calvin and Zwingli:They believed that whether or not a person was in a state of “grace” waspre-determined.  The way you led yourlife was a sign of being in a state of grace, or not.  Therefore people who didn’t lie, kept theirword, written or oral, didn’t cheat, steal, were humble, worked hard, did notparticipate in hedonistic activities, and above all succeeded in business “knew”,as did everyone around them, that they were in a state of grace.  The integrity of contractual agreements,honesty, giving a productive day’s work for a day’s pay, humility in the faceof hubris, etc., were as necessary an element to the development and success ofcapitalism as was the gold and silver bullion from the New World.*

*Prospect is a capitalisticenterprise.  We have competitors for ourcontracts, our physicians, and the patients we manage.  To stay in business we need to make aprofit.  We need to be in a state ofgrace.  We get there in part by beingethical and practicing the behavior I have alluded to above.  This handbook will give a concise descriptionof our Company’s journey and will give you values and guidelines for the typeof behavior Prospect wishes to be known by in the business and medicalcommunity.  We as a Company take breachesof this code and deviations from honesty and forthrightness in our businessdealings very seriously.  We believe thatadherence to them will promote the success of our Company and our collectiveeconomic security.*

***Sincerely,***

***Jacob Y. Terner, M.D.Chairman of the Board and Chief Executive OfficerProspect Medical Holdings, Inc.***

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***AMessage to Directors and Employees:***

*AsDirectors and employees of Prospect, we are responsible for conducting thebusiness affairs of the Company in accordance with applicable laws, in a moraland honest manner, and with the highest professional and ethical standards.*

*To makecertain that we understand what is expected of us, Prospect and the Board ofDirectors have adopted the following policies.*

*The Code of Business Conduct /Ethical Business Practice, and subsequent policies (the “Code”) included hereincontain commonsense rules of conduct.  Iask that you read them carefully and completely, because it is essential thatyou fully comply with these policies in the future.  If you have any questions, talk them overwith your manager or another member of management.  If you still have questions, you may contactme directly.*

*Pleasesign the acknowledgment page confirming you have received the Code, understandit represents mandatory policies of the Company and agree to abide by it.  Return the signed copy to the Human ResourcesDepartment where it will be placed in your personnel file and keep the Code forfuture reference.*

*Thank you for your kind attentionto this matter.*

***Sincerely,***

***Linda HodgesExecutive Vice President and Corporate Compliance OfficerProspect Medical Holdings, Inc.***

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**Code of Business Conduct Ethical Business Practice**

Directors and employeesof Prospect, its subsidiaries, and affiliated companies (the “Company”) are toconduct their business affairs in accordance with the highest ethicalstandards.  Policies are to be applied ingood faith with reasonable business judgment to enable the Company to achieveits operating and financial goals within the framework of the Law.  Directors and employees shall not conductthemselves in a manner that is directly or indirectly detrimental to the bestinterests of the Company or in a manner which would bring financial or anyother gain to any Director or employee at the expense of Prospect.  Moral as well as legal obligations will befulfilled openly, promptly, and in a manner that will reflect pride on theCompany’s name.

Agreements, whethercontractual or verbal, will be honored. No bribes, bonuses, kickbacks, lavish entertainment, or gifts will beexchanged for special position, price, or privilege.  It is Company policy that contracts arereviewed by legal counsel.  By contract,we mean each agreement, memorandum of understanding, or other document orarrangement that could reasonably be expected to impose an obligation.  Please bear in mind that your conduct and/oryour conversations may have, under certain circumstances, the unintended effectof creating an obligation which the company cannot meet.

The Company requiresDirectors and employees to observe high standards of business and personalethics in the conduct of their duties and responsibilities.  Directors and employees must practice honestyand integrity in every aspect of dealing with other Directors and employees,the public, the business community, stockholders, customers, members and governmentauthorities.

Directors and employeeswill maintain the confidentiality of the Company’s sensitive or proprietaryinformation and will not use such information for their personal benefit or thebenefit of another person or entity.

Directors and employeesshall refrain, both during and after their employment, from publishing any oralor written statements about the Company or any of its Directors or employeesthat are slanderous, libelous or defamatory. Statements disclosing private or confidential information about theirbusiness affairs or constituting an intrusion into their private lives shouldbe avoided.

Directors and employeeswill comply with the executive stock ownership requirements set forth by theBoard of Directors.

The Company prohibitsunlawful discrimination against Directors and employees, stockholders, members,customers or suppliers on account of race, color, age, sex, religion ornational origin.  All persons shall betreated with dignity and respect and they shall not be interfered with in theconduct of their duties and responsibilities.

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Directors and employeesshould not be misguided by any sense of loyalty to the Company or a desire forprofitability that might cause them to disobey any applicable law or Companypolicy.  Illegal behavior on the part ofany Director or employee in the performance of Company duties will not becondoned or tolerated.

The Company is committedto evaluating the effectiveness of the Code through various efforts on anongoing basis.  To identify areas thatare deficient or need to be improved the Corporate Compliance Officerconsiders: Audit Committee findings; departmental audit reports; CorrectiveAction Plans (which are a result of regulatory audits performed quarterly);routine audits conducted by Management; and the review of departmental policiesand procedures.  Through these processes,we are continuously assessing the effectiveness of the program and finding waysto improve it.

Adherence to and supportof the Code is a condition of employment. Violation may result in disciplinary action, which may includetermination.

The Code of BusinessConduct and Ethical Business Practice will be distribuued to new Directors andemployees and be distributed again to all Directors and employees annually atthe beginning of each calendar year.  Directorsand employees are required to sign the acknowledgment confirming they havereceived the Code, read it and understand it represents mandatory policies ofthe Company and agree to abide by it. The Company welcomes any suggestions to help improve its businessconduct.

Directors andemployees can report violations of the Law or the Code by calling the Ethicsand Compliance Hotline at 1 (877) 888-0002.  The Hotline is open 24 hours a day, 7 days aweek, and is operated by an independent company.  Directors and employees may remain anonymousand translators are available.

Approved by the Board ofDirectors on February 20, 2004.

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**Antitrust& Competition**

No Director or employeeof the Company shall enter into any understanding, agreement, plan or scheme,express or implied, formal or informal, with any competitor to fix prices,contract terms, territories or customers: The Chief Executive Officer must authorize any discussion withcompetitors in connection with a project in which the competitor is an alliancepartner, joint venturer or subcontractor.

Directors and employeesresponsible for the conduct or practices of the Company which could in any wayinvolve antitrust or anti-competitive activities should consult with theirmanager or another appropriate member of management about such matters.

There shall be noexception to this Policy, nor shall it be compromised or qualified by anyoneacting for or on behalf of the Company.

Approved by theBoard of Directors on February 20, 2004.

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**Bribery**

The Company prohibitspayment to suppliers or customers in the form of bribes, kickbacks orpayoffs.  Directors and employees arealso prohibited from receiving, directly or indirectly from a third party,anything of a significant value (other than salary or other ordinarycompensation paid by the Company) in connection with a transaction entered intoby the Company.

The Company alsoprohibits Directors and employees from paying any bribe, kickback or othersimilar unlawful payment to, or otherwise entering into a sensitive transactionwith, any public official, political party, candidate for public office orother individual, to secure any contract, concession or other favorabletreatment for the Company or for personal gain. Any extraordinary payments, including extravagant entertainment or giftsof significant value (in general this means the cost will not exceed $100), forthe express purpose of obtaining or retaining business or unduly influencingsome matter in favor of the Company is prohibited.  Directors and employees who make suchagreements are subject to appropriate action by the Company, as well as thelegal consequences of applicable Law.

Bribes, kickbacks andpayoffs include, but are not limited to: Gifts other than nominal value (ingeneral this means the cost will not exceed $100); the uncompensated use ofCompany services, facilities or property; loans, or loan guarantees or otherextensions of credit.

This Policy does notprohibit reasonable expenditures for meals and entertainment of suppliers andcustomers, which are an ordinary and customary business expense.  These expenditures should be included onexpense reports and approved under standard Company procedures.

Approved by the Board ofDirectors on February 20, 2004.

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**Confidential Information**

In carrying out theCompany’s business, Directors and employees often learn confidential orproprietary information about the Company, its customers, suppliers ormembers.  An unauthorized disclosurecould be harmful to the Company or helpful to a competitor.

Therefore, no Director oremployee entrusted with or otherwise knowledgeable about information of aconfidential or proprietary nature shall disclose or use that informationoutside the Company or for personal gain, either during or after employmentwithout the valid and proper written authorization from the Company.

The company also workswith proprietary data of suppliers, members and customers.  The protection of such data is of the highestimportance and must be discharged with the greatest care for the Company tomerit the continued confidence of such persons. No Director or employee shall disclose or use confidential orproprietary information owned by someone other than the Company tonon-employees without Company authorization, or disclose the information toothers unless a need-to-know basis is established.

In general whendescribing or talking about Prospect, it is safe to mention what we do and nothow we do it or how much it costs.

Approved by the Board ofDirectors on February 20, 2004.

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**Conflicts of Interest**

Directors and employeeshave a duty to the Company to advance the Company’s legitimate interests whenthe opportunity to do so arises.  Timelyand proper disclosure of possible conflicts of interest that Directors andemployees may have in connection with job duties and responsibilities isnecessary to protect the best interests of the Company.  Possible conflict of interest situationsshould be promptly and fully disclosed to the Chief Executive Officer.

A conflict of interestmay occur if outside activities, personal financial interests, or otherinterests influence one’s ability to make objective decisions in the course oftheir responsibilities as a Director or employee.  A conflict of interest may also exist if thedemands of any outside activities hinder or distract Directors or employeesfrom the performance of their responsibilities or cause the individual to useCompany resources for other than Company business.

The Company has alwaysbeen concerned with outside business interests of its Directors and employeesthat might possibly conflict with the interests of the Company.  An adequate definition of what constitutes aconflict of interest is most difficult. However, the Company expects and requires Directors and employees to behonest and ethical in the handling of actual or apparent conflicts of interestbetween personal and business relationships.

There are certainsituations which the Company will always consider to be a conflict ofinterest.  These occur if any personhaving a close personal relationship with the Director or employee, such as,spouse, parents, children, siblings, in-laws, any person living in the samehome with the Director or employee or any business associate of the Director oremployee:

1.                                       Obtainsa significant financial or other beneficial interest in one of the Company’ssuppliers, customers or competitors without first notifying the Company andobtaining written approval from the Chief Executive Officer;

2.                                       Engagesin a significant personal business transaction involving the Company for profitor gain, without first notifying the Company and obtaining written approvalfrom the Chief Executive Officer;

3.                                       Acceptsmoney, gifts, hospitality, loans, guarantees of obligations or other specialtreatment from any supplier, customer or competitor of the Company;

4.                                       Participatesin any sale, loan or gift of Company property without first notifying theCompany and obtaining written approval from the Chief Executive Officer;

5.                                       Learnsof a business opportunity through association with the Company and discloses itto a third party or invests in or takes the opportunity personally withoutfirst notifying the Company;

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6.                                       Usescorporate property, information, or position for personal gain; or

7.                                       Competeswith the Company.

Approved by the Board ofDirectors on February 20, 2004.

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**EqualOpportunity Employer**

In its hiring andpromotion policies, the Company is committed to providing equal opportunity toall qualified individuals.  The Companywill endeavor to create a workforce that is a reflection of the diversepopulation of the communities in which it operates.

The Company will complywith applicable Law governing equal employment opportunities to assure thatthere is no unlawful discrimination against any employee or applicant.

This policy relates toall phases of employment, including recruitment, placement, hiring, promotion,transfer, compensation, benefits, training, and educational, social andrecreational programs.  It covers allother personnel actions in all job categories and at all levels, includingemployment of qualified disabled individuals. It is intended to provide employees with a working environment free ofdiscrimination, harassment, intimidation or coercion relating directly orindirectly to race, color, religion, disability, sex, age or national origin.

An employee who believeshe or she has been or is being subjected to discrimination should bring thismatter to the attention of his or her immediate supervisor, department head orthe Human Resources Director.  If Managementreceives a complaint of discrimination, they shall report the complaintimmediately to the Human Resources Director. Nothing in this Policy requires any employee complaining ofdiscrimination to present the matter to the person who is the subject of thecomplaint.  All complaints ofdiscrimination will be promptly investigated. The privacy of the persons involved will be protected, except to theextent necessary to conduct a proper investigation.  If the investigation substantiates thecomplaint, immediate action will be taken to end the discrimination, preventits recurrence and remedy the situation.

An employee who reportsthe matter pursuant to this Policy shall not be retaliated against or adverselytreated because of the making of the report.

Approved by the Board ofDirectors on February 20, 2004.

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**Fraud& Similar Irregularities**

Directors and employeesare obligated to protect Company assets and ensure their efficient use.  Theft, carelessness and waste of Companyassets by Directors and employees may result in their termination and othercorrective actions by the Company. Company assets shall be used only for the legitimate business purposesof the Company.

Fraud includes, but isnot limited to, dishonest or fraudulent acts; embezzlement; misappropriation ofassets; forgery or alteration of negotiable instruments such as Company checksand drafts; taking or using Company supplies or any other Company asset for apurpose other than Company business; unauthorized handling or reporting of Companytransactions; and falsification of Company records or financial statements forpersonal reasons or any other reason.

Directors and employeesare obligated to report any fraud, whether material or not to the Company.  Reports will be investigated promptly anddiscreetly.  Directors and employees willnot suffer adverse consequences as a result of making such a report.  However, failure to report a fraud will havea direct negative effect on that person’s relations with the Company.

Approved by the Board ofDirectors on February 20, 2004.

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**Harassment**

The Company considersharassment a serious act of misconduct and may subject an employee todisciplinary action, including immediate discharge.  Management who fail to report violations ofwhich they become aware will be subject to disciplinary action, up to andincluding suspension and termination of employment.  The term “harassment” includes sexual,racial, ethnic, and other forms of harassment, including harassment based upondisability.

Some examples of what maybe considered harassment, depending on facts and circumstances, include thefollowing:

Sexual Harassment. Unwelcome sexualconduct or speech, whether verbal, written or physical, including, among otherthings, sexual advances, demands for sexual favors, or other conduct or speechof a sexual nature, whether or not it was designed or intended to promote anintimate relationship or to intimidate or provoke.

Racial Harassment. Unwelcome orderogatory comments regarding a person’s race, color, ancestry or ethnicheritage; or distribution, including by email or other electronic media, ordisplay in any Company work area, of written or graphic material of this type.

Physical Harassment. Hitting,pushing, touching or other physical contact, inappropriate gestures or threatsto take such action.

Any employee who believeshe or she is being harassed should tell the offending party that he or sheobjects to that conduct.  This oftensolves the problem.  However, if an employeeis not comfortable confronting the offending party (or if the offending party’sunwelcome conduct continues), the employee should advise his or her immediatesupervisor.  If the immediate supervisorhas not taken what the employee regards as appropriate action to solve theproblem, the employee should notify the Human Resources Director.

This policy will bestrictly enforced.  Complaints will beinvestigated promptly and discreetly. Directors and employees will not suffer adverse consequences as a resultof reporting any act of harassment.

Approved by the Board ofDirectors on February 20, 2004.

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**Health& Safety**

Health and safety is aprimary goal of the Company.  The Companywill comply with all applicable Laws to protect the health and safety of itsemployees in the workplace.  Managementshall take such actions as are reasonable and necessary to protect Directors,employees and the Company.

To maintain a safeworkplace employees must be safety conscious at all times.  Employees must advise their Supervisor or theHuman Resources Director if they are aware of any condition presenting a dangerso that corrective action may be taken to remove the danger.

Employees should reportpersonal injury, however minor, to the Human Resources Departmentimmediately.  First aid kits are readilyavailable in all work areas.  In case ofemergency, the first person in contact with the injured or ill worker will beresponsible for seeking help.  The HumanResources Department will assist in obtaining treatment for the injured worker.

Approved by the Board ofDirectors on February 20, 2004.

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**InsideInformation and Securities Trading**

Employees and Directorsshould never buy or sell the Company’s equity securities (including options) ifthey have material non-public information or “inside information” regarding theCompany. Material non-public information or “inside information” is anyinformation which is not public and which, if disclosed, can reasonably beexpected to have an effect on the market price of the securities of theCompany. Any information that could be expected to affect the Company’s stockprice, whether it is positive or negative, should be considered material.

Employees and Directorswho are aware of inside information regarding the Company must wait until thisinformation has been fully disclosed to the public before trading in theCompany’s stock.  Full public disclosuregenerally means disclosure via a report filed by the Company with theSecurities and Exchange Commission or a widely distributed press releasefollowed by publication in the media, followed, in either case, by three ormore days for distribution and interpretation of the information. Anyone who isunsure whether information is material or has been released to the publicshould contact the Corporate Compliance Officer to confirm before trading.

Employees and Directorsmust never disclose material inside information to anyone other than personswithin the Company whose positions require them to know the information.  In particular, material information that couldbe used for securities transactions should never be provided to others.  “Tipping” – providing inside information toothers – violates the obligation of employees and Directors to maintain theconfidentiality of Company information and can result in violation of thefederal securities laws.  Confidentialcorporate plans or developments must never be discussed with “outsiders”(including family members and friends) or other employees who do not requirethe information to properly fulfill their duties.

No preferential treatmentmay be given to any stockholder, potential investor, securities analyst,broker, or other market professional. Therefore, before releasing to any suchperson any material financial or operating data relating to the Company, thatinformation must be available to the public generally.  Selective disclosure of any materialnon-public information about the Company is prohibited except as permitted bylaw.

Approved by the Board ofDirectors on March 31, 2005.

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**PoliticalActivities & Contributions**

The Company encouragesparticipation in the political process by its Directors and employees.  The federal government and some states have,however, enacted Laws regulating campaign contributions in order to limit thepolitical influence of certain types of contributors, such as corporations, topolitical candidates and participation in political campaigns.

The Company will complywith applicable Laws regulating political influence and campaign contributions.

The Company believesstrongly in the democratic political process and that its Directors andemployees should take an active interest in fostering principles of goodgovernment in the communities in which they live.  Directors and employees may spend their owntime and funds supporting political candidates and issues but the Company willnot reimburse them for time or funds used for political contributions.

No Director or employeeshall apply pressure, direct or implied, that infringes upon an individual’sright to decide whether, to whom and in what amount a personal politicalcontribution is to be made.

Directors and employeeswho represent the Company in political and governmental matters must complywith all Laws that regulate corporate participation in public affairs.

When permitted by Law andauthorized by the Chief Executive Officer, Company funds and facilities may beused to inform or influence the voting public on an issue of importance to thebusiness of the Company and its stockholders.

If a Director or employeeis asked to make a political contribution and he or she has questions regardingthis policy or applicable Law, they should consult with the CorporateCompliance Officer.

Approved by the Board ofDirectors on February 20, 2004.

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**Codeof Business Conduct and Ethical Business Practice**

**Acknowledgment of Receipt**

I certify that I havereceived the Prospect Medical Code of Business Conduct and Ethical BusinessPractice, understand it represents mandatory policies of the Company and agreeto abide by it.
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