MANAGEMENT
SERVICES AGREEMENT

    


    This
Management Agreement (“Agreement”) is made and entered into as of this 1st day
of August, 2008, by and between Apollo Medical Management, Inc., a Delaware
corporation (“Manager”), and ApolloMed Hospitalists, a California medical
corporation (“Group”).

     

    Recitals:

     

    A.           Manager
is a Delaware corporation engaged in the business of managing physician
practices to enhance the quality and efficiency of the medical practices it
manages.

     

    B.           Group
is a California medical corporation that provides hospitalist services to
inpatients at hospitals staffed by Group.

     

    C.           Group
desires retain Manager to provide assistance to Group in managing and
administering all non-medical aspects of Group’s medical practice in a manner
and to the extent permitted by law.

     

    D.           Group
and Manager recognize that Group has sole responsibility for providing medical
services to Group’s patients, and Manager shall provide assistance to Group in
managing and administering all non-medical functions of Group’s medical
practice.

     

    THEREFORE,
in consideration of the mutual covenants and agreements contained herein, the
parties agree as follows:

     

    1.           
Management
Services .  During the term of this Agreement, Group engages
Manager to assist Group in providing the following management and administrative
services required by Group for the operation of the Practice:

     

    (a)           
Business
Matters .  Supervising and coordinating all day-to-day,
non-medical business aspects of Group’s Practice.

     

    (b)           
Supplies and
Equipment .  Ordering and purchasing, after consultation with
Group, all medical and office supplies and equipment required by Group in
connection with the operation of Group’s practice.  All such supplies
shall be of a quality acceptable to Group.

     

    (c)           
Bookkeeping
..  Providing all bookkeeping and accounting services, including,
without limitation, maintenance, custody and supervision of Group’s business
records, papers and documents, ledgers, journals and reports, and the
preparation, distribution and recording of all bills and statements for
professional services rendered by Group in the course of Group’s
Practice.

     

    
      
         


      

      
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    (d)           
Management &
Clinical Information Systems .  Upon request and in
consultation with Group, the planning, negotiation with third party vendors,
selection, installation and operation of appropriate hardware and software
(including but not limited to the Apollo Web database technology) to provide
Group with management and clinical information systems support.  All
clinical and financial data pertaining to Group’s practice shall be regularly
backed up on electronic media, with additional hard copy back up when in the
judgment of Manager, after consultation with Group, it is prudent to do so, and
copies of such back up data in both electronic media and hard copy shall be
provided to Group from time to time upon request of Group.  Upon
termination of this Agreement for any reason, all such data and back up data
shall be promptly delivered to Group to ensure continuity of Group’s financial
and clinical operations.  All such services shall comply, as
appropriate, with the Health Insurance Portability and Accountability Act of
1996, and the regulations promulgated thereto (“HIPAA”).

     

    (e)           
Billing &
Collection .  Subject to Section 3(d) below, providing all
billing and collection services for Group’s medical practice.  All
billings shall be accurate and in accord with appropriate and up-to-date payor
coding requirements.  Manager shall diligently pursue collections of
Group and shall follow up billings in a timely fashion to ensure that payments
are received to the greatest extent possible in a commercially reasonable time,
and that aged accounts receivable are maintained within commercially reasonable
limits, for medical practices similar to that of Group.

     

    (i)  
Attorney-In-Fact;
Assignment and Limitations .  In performing its billing and
collection duties hereunder, Manager shall act as Group’s agent and shall
indicate it is billing in the name of Group.  Group hereby appoints
Manager, for the term hereof, as its true and lawful attorney-in-fact, with full
power of assignment and substitution, to bill patients or third party payors on
Group’s behalf; collect accounts receivable arising out of billings, and receive
payments on behalf of Group.  Notwithstanding the foregoing, no
assignment shall be made to Manager of any sums or rights to payment, the
assignment of which is prohibited by law (e.g., revenues from patients covered
by the Medicare program).  In lieu of assignment of such payments,
unless otherwise prohibited by law, Group shall remit to Manager the amount of
any such sums within five (5) business days of Group’s receipt
thereof.  Group and Manager shall cooperate in the establishment of a
separate account or accounts to track all such amounts.  In connection
with its billing activities, Manager may take possession of, and endorse in the
name of Group, any and all notes, drafts and other instruments received by way
of payment.  Manager shall assist Group in negotiating or otherwise
communicating with any patient or third party payor regarding claims processing
and any disputes arising therefrom.

     

    (ii)           
Bank Accounts
..  Manager is hereby granted a general power of attorney with respect
to the bank accounts of Group and shall have full access to and signatory
rights, with Group, over such bank accounts.  Manager shall have full
power and authority to deposit funds into, and withdraw funds from, all such
accounts in accordance with the terms of this Agreement; provided, however, that
Group may impose such limitations upon Manager’s signatory rights over such
accounts as Group shall determine from time to time, in Group’s sole
discretion.  Manager shall have full authority to receive and transact
on behalf of Group all cash, checks, drafts, notes and other instruments
tendered as payment for professional services rendered by Group, except as may
be precluded by law.

     

    
      
         


      

      
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    (f)           
UR/QA
..  Assisting Group in the establishment and implementation of a
program or programs of utilization review and quality assurance for the
activities of Group, and in the formulation and implementation of related
policies, procedures and protocols including, but not limited to both a
monitoring function and the development and implementation of performance
parameters, evidence based medicine protocols, and outcomes
measurements

     

    (g)           
Insurance
..  Negotiating and securing appropriate insurance coverage on behalf
of Group and in connection with Group’s Practice, after consultation with Group,
including coverage for malpractice, comprehensive general liability, fire and
premises liability, worker’s compensation, business interruption, and such other
coverage as may be agreed from time to time between Manager and
Group.

     

    (h)           
Worker’s Compensation,
Etc .  Preparing and filing all forms, reports, and returns
required by law in connection with unemployment insurance, workers’ compensation
insurance, disability benefits, social security, and other similar laws now in
effect or hereafter imposed.

     

    (i)            
Premises
..  Managing the proper maintenance and physical operation of Group’s
medical practice premises (“Premises”).  Group’s medical office
lease(s) are listed on Exhibit A, which is attached hereto and made a part
hereof.

     

    (j)            
Clerical
Support .  Providing reception, secretarial, human resources,
transcription and clerical personnel and services, including management of the
maintenance of medical records.  All Manager personnel shall be
acceptable to Group in its reasonable discretion and shall be appropriately
trained and supervised for the duties assigned to them in connection with
Group’s practice.

     

    (k)           
Advertising
..  Marketing of physician services to hospitals, and otherwise
coordinating advertising, marketing and similar activities conducted on behalf
of Group, after consultation with Group.

     

    (l)            
Capital
..  Consulting with Group regarding capital and financial needs,
including seeking capital, undertaking the efforts to raise, and providing
access to, capital for any lawful purpose, including without limitation working
capital, acquiring other physician practices and acquiring other business assets
of the practice.

     

    (m)           Contracting
..  Manager shall assist Group in setting the parameters under which
Group will enter into, and in negotiating, contractual relations with hospitals
and third party payors.

     

    
      
         


      

      
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    (n)           
Other Services
..  Providing such other services as may be agreed between the parties
from time to time which may include, but not be limited to, Physician
recruitment services, contracting services (with hospitals and payors),
physicians scheduling, Payroll services for the physicians (as well as
management company personnel), Case management for patients

     

    2.           
Performance of Manager’s Services.

     

    (a)           
Manager’s
Availability .  Manager shall devote its best efforts to
carrying out the terms of this Agreement and shall devote sufficient time and
resources, as determined by Manager after consultation with Group, as is
reasonably required to discharge its duties under this Agreement.

     

    (b)           
Manager’s
Authority .  Manager shall perform all additional and ancillary
services, not otherwise described in this Agreement, that may in Manager’s
judgment, after consultation with Group, be reasonable and appropriate in order
to meet Manager’s obligations under this Agreement.  Manager may
subcontract with other persons or entities, including entities related to
Manager by common ownership or control, to perform all or any part of the
services required of Manager by this Agreement.  For purposes of this
Agreement, Manager shall have signatory rights on all bank accounts used by
Group in the conduct of Group’s Practice, and Manager shall have the right to
make deposits to and payments from such accounts as it deems appropriate in
furtherance of its obligations hereunder, in accordance with Paragraph 1(e)(ii)
(Bank Accounts).

     

    (c)           
Manager’s
Responsibility .  In all matters under this Agreement, Manager
shall abide by all applicable state and federal laws and regulations, and
applicable policies and procedures of Group.

     

    (d)           
Reports to
Group .  On or before the twenty-fifth (25 th ) day
of the first month of each calendar quarter, Manager shall provide Group with an
accounting of all billings and collections on behalf of Group, and all deposits
to the account(s) of Group and payments from the account(s) of Group, effected
by Manager for the benefit of Group during the immediately preceding calendar
quarter.  All reports shall be in such form as may be agreed between
Manager and Group from time to time.

     

    3.           
Obligations of Group.

     

    (a)           
Designation of
Agent .  Group hereby designates and appoints Manager
to act as Group’s non-physician manager and to provide the services to
Group in connection with Group’s Practice as described in this
Agreement.  Group hereby designates Warren Hosseinion, M.D. as its
designated representative who is duly authorized by the Group to bind the Group
and act on behalf of the Group in all respects pertaining to this
Agreement.

     

    
      
         


      

      
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    (b)           
Access to
Information .  Group acknowledges and agrees that all
information and records concerning Group and Group’s performance of services
that may be obtained by Manager during the term of this Agreement may be used by
Manager for all purposes necessary or convenient to Manager’s obligations under
this Agreement.

     

    (c)           
Selection of Group
Personnel .  Group shall retain responsibility for the
selection, hiring and termination of physicians, allied health professionals and
medical assistants working in clinical capacities for the
Group.  Group, in consultation with Manager, shall be solely
responsible for determining the compensation of all licensed medical
professionals.

     

    (d)           
Coding and Billing
Procedures .  Group shall retain responsibility for decisions
relating to coding and billing procedure for patient care services.

     

    4.            Confidentiality.

     

    (a)           
Trade Secrets
..  All proceedings, files, records and related information of Group
and of Manager are confidential and proprietary information of Group and
Manager, respectively, and each party shall keep and maintain as strictly
confidential all such information to which it may have access by virtue of this
Agreement.  Neither party shall voluntarily disclose all or any part
of such confidential information, orally or in writing, except as expressly
required by law or pursuant to a written authorization from the other
party.  Each party shall include the provisions of this Paragraph in
any written contract with any employed or contracted persons that may be engaged
by such party to render services pursuant to this Agreement, and shall take such
other steps as may be reasonable under the circumstances to ensure that its
respective personnel do not disclose any confidential information in violation
of this provision.  This covenant shall survive the termination of
this Agreement.  Each party agrees that upon termination of this
Agreement for any reason, it shall promptly return to the other party the
originals and all copies of any and all trade secrets, confidential or
proprietary information, it may then possess, including without limitation any
such information stored on computer media.

     

    (b)           
Medical Information
& Patient Records .  Each party shall maintain the
confidentiality of all patient records, charts and other patient identifying
information, and shall comply with all applicable State and Federal laws
governing the confidentiality of medical records and related
information.  Manager will serve as a “Business Associate” (as that
term is defined under HIPAA) of Group, Accordingly, and in compliance with the
requirements HIPAA, Manager shall, prior to the commencement of services
hereunder, enter into a mutually acceptable form of Business Associate
Agreement.

     

    
      
         


      

      
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    (c)           
Intellectual Property
Rights .  Group utilizes a proprietary database technology
called ApolloWeb to enhance the quality and efficiency of the medical practices
it manages. (“ApolloWeb”).  From time to time, Group may provide
Manager with software programs and related documentation, or improvements and
upgrades thereto, to facilitate its use of ApolloWeb (“System-Related
Software”).  Group hereby grants Manager a nonexclusive, royalty-free
license to reproduce, install and use on equipment owned or controlled by Group,
and solely for Group’s own purposes (which may be business or non-commercial, as
applicable), any such System-Related Software only in the form it was provided
or made available to Manager by Group, and only in connection with Manager’s use
of the ApolloWeb in accordance with this Agreement.  Manager will not
distribute, sublicense, modify, create derivative works of, sell, transfer or
assign the System-Related Software, nor will Manager reverse engineer, decompile
or disassemble any object code of System-Related Software except to the extent
permitted by applicable law notwithstanding this restriction.  Manager
further agrees not to remove or destroy any proprietary markings or confidential
legends placed upon or contained within any System-Related
Software.

     

    Group and
its licensors reserve all right, title and interest in the  ApolloWeb
and System-Related Software, including all intellectual property rights therein
(including without limitation all copyrights, patents, trade secrets,
trademarks, service marks and trade names) subject to the licenses expressly set
forth in this Agreement.  This Agreement does not include any sale or
transfer to Manager of Group intellectual property rights, including without
limitation with respect to ApolloWeb or any System-Related
Software.

     

    Manager
acknowledges that the content, data and other materials made available by Group
are owned or licensed by Group (the “Third Party Materials”).  Manager
will not reproduce, distribute, modify, create derivative works of, or exercise
any other rights in, such third party materials except as authorized by
Group.

     

    5.           
Independent Contractors.

     

    In the
performance of services under this Agreement, it is mutually understood and
agreed that Manager is at all times acting and performing as an independent
contractor rendering administrative services to Group.  Neither party
shall have any claim against the other under this Agreement or otherwise for
Workers’ Compensation, unemployment compensation, vacation pay, sick leave,
retirement benefits, Social Security benefits, disability insurance benefits,
unemployment insurance benefits, or any other benefits.

     

    6.            Staffing
of Manager and Group.

     

    (a)           
Non-physician
Personnel .  Manager shall be responsible for the payment to
all persons employed or retained by Manager of all compensation, including
reasonable base salary, fringe benefits, bonuses, health and disability
insurance, workers’ compensation insurance and any other benefits that Manager
may make available to its employees or contractors.

     

    
      
         


      

      
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    (b)           
Licensed Professional
Personnel .  Group shall employ or contract with all physicians
and other licensed professional personnel that Group, after consultation with
Manager, deems to be required for the conduct of the Practice.  All
such personnel shall be employees or contractors of Group, and Group shall be
responsible for the payment to all such persons of all compensation, including
reasonable base salary, fringe benefits, bonuses, health and disability
insurance, workers’ compensation insurance and any other benefits which Group
may make available to Group’s employees or contractors; provided, however, that
Manager shall have management responsibility over the non-medical aspects
associated with Group’s employment or contracting of such
personnel.

     

    7.           
Term and Termination.

     

    (a)           
Term
..  This Agreement shall commence on August 1, 2008 and shall continue
in full force and effect for a term of twenty (20) years (the “Term”) until
terminated as provided in this Agreement.

     

    (b)           
No Termination without
Cause .  This Agreement may be terminated only for cause as
specified in Subparagraph (c) below.

     

    (c)           
Termination For
Cause .  This Agreement may be terminated by either party for
cause, upon sixty (60) days prior written notice to the other party specifying
the cause upon which such termination is based.  For purposes of this
Agreement, “cause” shall have the meanings set forth
below.  Notwithstanding the foregoing, neither party may terminate
this Agreement if, during the foregoing sixty (60) day period, the party to whom
notice has been given successfully cures the failure or breach of performance
upon which termination is based; provided, however, that if such failure or
breach cannot be cured within the sixty (60) day period, termination shall not
occur if the party to whom notice has been given takes material action during
such sixty (60) day period to cure the failure or breach and thereafter
diligently and continuously prosecutes such cure to completion.

     

    (d)           
By Group
..  Cause for termination by Group shall be limited to the following:
(i) failure of any representation or warranty made by Manager in this
Agreement to be true at the date of this Agreement and to remain true throughout
the Term hereof, which failure has a material adverse effect upon Group;
(ii) material failure by Manager to duly observe and perform the covenants
and agreements undertaken by Manager herein; (iii) misrepresentation of
material fact, or fraud, by Manager in the discharge of its obligations under
this Agreement; (iv) if Manager shall dissolve, shall be adjudicated
insolvent or bankrupt, or shall make a general assignment for the benefit of
creditors, or shall consent to or authorize the filing of a voluntary petition
in bankruptcy, which petition shall remain undismissed for a period of sixty
(60) days, or the filing against Manager of any proceeding in involuntary
bankruptcy, which proceeding shall remain undismissed for a period of sixty (60)
days.

     

    
      
         


      

      
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    (e)           
By Manager
..  Cause for termination by Manager shall be limited to the following:
(i) failure of any representation or warranty made by Group in this
Agreement to be true at the date of this Agreement and to remain true throughout
the Term hereof, which failure has a material adverse effect upon Manager;
(ii) material failure by Group to duly observe and perform all the
covenants and agreements undertaken by Group herein;
(iii) misrepresentation of material fact, or fraud, by Group in the
discharge of Group’s obligations under this Agreement; or (iv) if Group
shall be adjudicated insolvent or bankrupt, or shall make a general assignment
for the benefit of creditors, or shall consent to or authorize the filing of a
voluntary petition in bankruptcy, which petition shall remain undismissed for a
period of sixty (60) days, or the filing against Group of any proceeding in
involuntary bankruptcy, which proceeding shall remain undismissed for a period
of sixty (60) days.

     

    (f)           
Effect of
Termination .  Termination of this Agreement shall not
discharge either party from any obligation which may have arisen and which
remains to be performed upon the date of termination, including, but not limited
to, the obligation to compensate Manager in accordance with Section 8
(Management Fee).  Upon termination of this Agreement, Manager shall
promptly deliver to Group all clinical and financial data maintained by Manager
for Group’s benefit.  Manager shall make diligent efforts to collect
receivables arising from services of Group prior to the date of termination and
shall remit to Group in a timely fashion the allocable portion of all such
collections.  Similarly, following termination, all receivables that
Group may directly collect arising from services of Group prior to the date of
termination shall be allocated as provided herein, and Group shall remit to
Manager in a timely fashion the allocable portion of Group’s collections of the
same.

     

    8.           
Management Fee.

     

    (a)           In
consideration of the management services to be rendered by Manager hereunder,
Group shall pay Manager, quarterly, three and one half percent (3.5%) of that
portion of Group’s gross revenue that Group receives for the performance of
medical services by Group, as the same may be amended or modified from time to
time, according to medical practice budgets agreed between Manager and
Group.

     

    (b)           On
or before the twentieth (20th) day of the month following each fiscal quarter,
Manager may deduct and pay to itself, from any account(s) of Group managed by
Manager, all amounts due and owing to Manager as management fees for the
immediately preceding quarter.

     

    9.           
Rights of Entry and Inspection.

     

    (a)           
By Manager
..  Manager and its duly authorized representatives shall have the
right at all reasonable times to enter upon Group’s Premises for the purposes of
carrying out the duties of Manager hereunder, and for inspection and
verification of Group’s books and records pertaining to Group’s Practice;
provided, however, that any such entry by Manager shall not unreasonably
interfere with the conduct of Group’s Practice.

     

    
      
         


      

      
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    (b)           
By Group
..  Group and its duly authorized representatives shall have the right
at all reasonable times to enter upon Manager’s premises for the purposes of
carrying out the duties of Group hereunder, and for inspection and verification
of Manager’s books and records pertaining to Group’s Practice; provided,
however, that any such entry by Group shall not unreasonably interfere with the
conduct of Manager’s business.

     

    10.          Group’s
Representations and Warranties.

     

    (a)           
Properly
Constituted .  Group is a professional corporation, duly
organized, existing in good standing under the laws of the State of California,
has the corporate power and authority to own its property and to carry on
Group’s business as it is now being conducted, and to enter into and perform
Group’s obligations under this Agreement.

     

    (b)           
No Conflicts
..  The execution, delivery and performance of this Agreement will not
contravene or conflict with any agreements, indentures or contracts to which
Group is a party or by which it is bound.

     

    (c)           
Licenses and
Permits .  Group has in full force and effect all licenses,
permits and certificates required to operate Group’s Practice as it is being
operated as of the date of this Agreement.  Group shall promptly
notify Manager should any of Group’s shareholders become ineligible to practice
medicine in the State of California.  Group shall not permit any
persons who have become ineligible to practice medicine in California to retain
shares of Group beyond such time periods as may be permitted by
law.

     

    (d)           
Consents
..  Group has taken all appropriate corporate action and has obtained
all necessary approvals and consents that are necessary or convenient to enable
Group to enter into this Agreement.

     

    11.          Manager’s
Representations and Warranties.

     

    (a)           
Properly
Constituted .  Manager is a corporation duly organized,
existing and in good standing under the laws of the State of Delaware, has the
corporate power and authority to own its property and to carry on its business
as it is now being conducted, and to enter into and perform its obligations
under this Agreement.

     

    (b)           
No Conflicts
..  The execution, delivery and performance of this Agreement will not
contravene or conflict with any agreements, indentures or contracts to which
Manager is a party or by which it is bound.

     

    
      
         


      

      
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    (c)           
Licenses and
Permits .  Manager has in full force and effect all licenses,
permits and certificates required to operate its business as it is being
operated as of the date of this Agreement.

     

    (d)           
Consents
..  Manager has taken all appropriate corporate action and has obtained
all necessary approvals and consents that are necessary or convenient to enable
Manager to enter into this Agreement.

     

    12.          Insurance
and Indemnity.

     

    (a)           
Professional
Liability .  Group shall at all times during the term of the
Agreement procure and maintain, and cause all licensed health care personnel
associated with Group’s medical practice to similarly procure and maintain,
professional liability insurance with minimum coverage limits of One Million
Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000)
annual aggregate, and in such form and substance, and underwritten by such
recognized companies, authorized to do business in California, as Manager may
from time to time reasonably require, and shall provide copies of all such
policies and renewals thereof to Manager upon request.

     

    (b)           
Indemnity
..  To the extent permissible under each party’s respective policies of
insurance, each party shall indemnify and hold harmless the other party, and its
shareholders, directors, officers, employees and agents, from and against all
damages, costs, expenses, liabilities, claims, demands, and judgments of
whatever kind or nature, including reasonable attorneys’ fees and costs, for
which either party might liable, in whole or in part, arising out of or related
to the acts and/or omissions of the indemnifying party and its shareholders,
directors, officers employees and agents.

     

    13.          General
Provisions.

     

    (a)           
Assignment
..  Neither party shall assign any of its rights nor delegate any of
its duties or obligations under this Agreement without the prior written consent
of the other party.  Notwithstanding the foregoing, Manager may assign
this Agreement to a successor in interest by providing notice to Group, which
notice shall state the effective date of such assignment.  Upon such
assignment, the successor shall be responsible for the duties and
responsibilities of Manager hereunder.  Nothing contained in this
Agreement shall be construed to prevent the Manager from selling or conveying
substantially all of its assets used in connection with the performance of this
Agreement, nor shall Group be prohibited from selling or conveying substantially
all of its assets provided that the Agreement continues in full force and
effect.

     

    (b)           
Access to Books and
Records .  Manager shall make available, upon request, to the
Secretary of Health and Human Services and the Comptroller General of the United
States, or their authorized representatives, this Agreement, and all books,
documents and records relating to the nature and extent of the costs of services
provided hereunder for a period of five (5) years after the furnishing of
services pursuant hereto.  In addition, if Manager’s services under
this Agreement are to be provided by subcontract and if that subcontract has a
value or cost of Ten Thousand Dollars ($10,000.00) or more over a twelve-month
period, Manager shall require in writing that the subcontractor make available
to the Secretary and the Comptroller General, or their authorized
representatives, for a period of five (5) years after the furnishing of such
services, the subcontract and all books, documents and records relating to the
nature and extent of the costs of the services provided thereunder.

     

    
      
         


      

      
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    (c)           
Amendments
..  This Agreement may be amended at any time by mutual agreement of
the parties without additional consideration, provided that before any amendment
shall become effective, it shall be reduced to writing and signed by the
parties.  Notwithstanding the foregoing, should any provision of this
Agreement be in conflict with a governing State or federal law, it shall be
deemed amended accordingly.

     

    (d)           
Notices
..  Notices required under this Agreement shall be deemed given (i) at
the time of personal delivery upon the party to be served; or (ii) twenty four
(24) hours following deposit for overnight delivery with a bonded courier
holding itself out to the public as providing such service, or following deposit
in the U.S. Mail, Express Mail for overnight delivery; or (iii) forty eight (48)
hours following deposit in the U.S. Mail, registered or certified mail; and in
any case postage prepaid and addressed as follows, or to such other addresses as
either party may from time to time designate to the other:

     

    To
Group:              ApolloMed
Hospitalists

     

     P.O.
Box 4555

            Glendale,
CA 91222

    


    To
Manager:           Apollo
Medical Management, Inc.

     

             1010
N. Central Ave.

              Glendale,
CA 91201

    


    (e)           
Entire
Agreement .  This Agreement, including all Attachments, is the
entire Agreement between the parties regarding the subject matter hereof, and
supersedes all other and prior agreements, whether oral or written.

     

    (f)           
Successors and
Assigns .  This Agreement shall inure to the benefit of, and
shall be binding upon, the parties hereto and their permitted successors and
assigns.

     

    (g)           
Waiver of
Provisions .  No waiver of any terms or conditions hereof shall
be valid unless given in writing, and signed by the party giving such
waiver.  A waiver of any term or condition hereof shall not be
construed as a future or continuing waiver of the same or any other term or
condition hereof.

     

    
      
         


      

      
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    (h)           
Governing Law
..  This Agreement shall be construed in accordance with and governed
by the laws of the State of California without regard to conflicts of
law.

     

    (i)           
Severability
..  The provisions of this Agreement shall be deemed severable, and if
any portion shall be held invalid, illegal or unenforceable for any reason, the
remainder of this Agreement shall be effective and binding upon the
parties.

     

    (j)           
Attorneys’ Fees
..  In the event that any action, including mediation or arbitration,
is brought by either party arising out of or in connection with this Agreement,
the prevailing party in such action shall be entitled to recover its costs of
suit, including reasonable attorneys’ fees.

     

    (k)           
Captions
..  Any captions to or headings of the articles, sections, subsections,
paragraphs, or subparagraphs of this Agreement are solely for the convenience of
the parties, are not a part of this Agreement, and shall not be used for the
interpretation or determination of any provision hereof.

     

    (l)           
Cumulation of
Remedies .  The various rights, options, elections, powers, and
remedies of the respective parties hereto granted by this Agreement are in
addition to any others to which the parties may be entitled to by law, shall be
construed as cumulative, and no one of them is exclusive of any of the others,
or of any right of priority allowed by law.

     

    (m)           
No Third Party
Rights .  The parties do not intend the benefits of this
Agreement to inure to any third person not a signatory hereto; and accordingly,
this Agreement shall not be construed to create any right, claim or cause of
action against either party by any person or entity not a party
hereto.

     

    (n)           
Construction of
Agreement .  The parties agree that each party and its counsel
have participated in the review and revision of this Agreement and that any rule
of construction to the effect that ambiguities are to be resolved against the
drafting party shall not apply in the interpretation of this
Agreement.

     

    (o)           
Counterparts
..  This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.

     

    
      
        	
                Apollo
      Medical Management, Inc.

              
	
                (“MANAGER”):

              
	 
      	 
      
	
                By:

              	
                /s/ Warren Hosseinion

              
	 
      	 
      
	
                Its:

              	
                Chief Executive Officer

              
	 
      	 
      
	
                Apollo
      Med Hospitalists, a Medical Corporation

              
	
                (“GROUP”):

              
	 
      	 
      
	
                By:

              	
                /s/ Warren Hosseinion

              
	 
      	 
      
	
                Its:

              	
                Chief Executive
  Officer

              


      

    

     

    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    

     

    Exhibit
A

    


    Real
Property Leases


    
      
         


      

      
        -14-