BOARD
OF DIRECTORS AGREEMENT

       

      This
Board of Directors Agreement (“Agreement”) made as of October 27, 2008 by and
between Apollo Medical Holdings, Inc., with its principal place of business at
1010 N. Central Avenue, Suite 201, Glendale, California  91202
(“ApolloMed”) and Suresh Nihalani, with an address of 7352 Zaharias Court,
Moorpark, CA- 93021, (the “Director”) provides for director services, according
to the following terms and conditions:

       

      
        	
                I.

              	
                Services
      Provided

              


      

       

      ApolloMed
agrees to engage the Director to serve as a member of the Board of Directors of
ApolloMed and to provide those services required of a director under ApolloMed’s
Certificate of Incorporation and Bylaws, as both may be amended from time, to
time (“Articles and Bylaws”) and under the General Corporation Law of Delaware,
the federal securities laws and other state and federal laws and regulations, as
applicable.

       

      
        	
                II.

              	
                Nature
      of Relationship

              


      

       

      The
Director is an independent contractor and will not be deemed an employee of
ApolloMed for purposes of employee benefits, income tax withholding, F.I.C.A.
taxes, unemployment benefits or otherwise.  The Director shall not enter
into any agreement or incur any obligations on ApolloMed’s behalf.

       

      ApolloMed
will supply, at no cost to the Director:  periodic briefings on the
business, director packages for each board and committee meeting, copies of
minutes of meetings and any other materials that are required under ApolloMed’s
Articles and Bylaws or the charter of any committee of the board on which the
Director serves and any other materials which may, by mutual agreement, be
necessary for performing the services requested under this
Agreement.

       

      
        	
                III.

              	
                Director’s
      Warranties

              


      

       

      The
Director warrants that no other party has exclusive rights to his services in
the specific areas in which AppoloMed is conducting business and that the
Director is in no way compromising any rights or trust between any other party
and the Director or creating a conflict of interest as a result of his
participation on the Board of Directors of ApolloMed.  The Director also
warrants that so long as the Director serves on the board of the directors of
ApolloMed, the Director will not enter into another agreement that will create a
conflict of interest with this Agreement.  The Director further warrants
that he will comply with all applicable state and federal laws and regulations,
as applicable, including Sections 10 and 16 of the Securities and Exchange Act
of 1934.

       

      Throughout
the term of this Agreement, the Director agrees he will not, without obtaining
ApolloMed’s prior written consent, directly or indirectly engage or prepare to
engage in any activity in competition with any ApolloMed business or product,
including products in the development stage, accept employment or provide
services to (including service as a member of a board of directors), or
establish a business in competition with ApolloMed.

       

      
        	
                IV.

              	
                Compensation

              


      

       

      
        	
                A.

              	
                Cash
      Fee

              


      

       

      During
the term of this Agreement, ApolloMed shall pay the Director a nonrefundable fee
of $1,000 per board of director meeting in consideration for the Director
providing the services described in Section I which shall compensate him for all
time spent preparing for, travelling to (if applicable) and attending board of
director meetings; provided, however, that if any board meetings or duties
require out-of-town travel time, such additional travel time may be billed at
the rate set forth in subparagraph C of Section IV below.  This cash fee
may be revised by action of ApolloMed’s Board of Directors from time to
time.  Such revision shall be effective as of the date specified in the
resolution for payments not yet earned and need not be documented by an
amendment to this Agreement.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

       

      
        	
                B.

              	
                Equity
      Compensation

              


      

       

      Issuance of
Shares.   Upon the execution and delivery of this
Agreement, ApolloMed shall issue to the Director (or designee of the Director) a
restricted stock award of 400,000 shares of ApolloMed’s  common stock
(collectively, the “Shares”).  The purchase price for the Shares will
be $0.0001 per Share.  Pursuant to the request of the Director, all of
the Shares shall be issued in the name of “The Shining Star Family Trust” and
the Shares that have not been released from Escrow (as defined herein below) may
not be sold, pledged, hypothecated or otherwise transferred to any other
person.  All certificates representing the Shares shall bear a legend
regarding the fact that the Shares are not registered under the Securities Act
of 1933, as amended (the “Securities Act”), and none of the Shares may be sold,
pledged, hypothecated or otherwise transferred without compliance with Federal
and applicable state securities laws.

       

      Escrow of
Shares.  Certificates evidencing all Shares shall be placed in
escrow maintained at all times by the Company (“Escrow”).  Provided
this Agreement has not been previously terminated, on the last day of each month
during the term of this Agreement, 1/36th of the
total number of Shares shall be promptly released from Escrow by ApolloMed to
the Director.  If the Agreement is terminated prior to the end of any
calendar month during the term of this Agreement, for any reason or for no
reason, and regardless of the party who initiated the termination, the Director
shall receive a pro-rata number of Shares for that calendar month based upon the
actual number of days elapsed prior to the date of
termination.  Except as set forth in the immediately preceding
sentence, upon the termination of this Agreement, for any reason or for no
reason, and regardless of the party who initiated the termination, no additional
Shares shall be released from Escrow.  Unless otherwise agreed to by
ApolloMed and the Director in writing, if this Agreement remains in effect for
more than 36 months, no additional shares shall be issued to the Director
hereunder.   Notwithstanding anything contained herein to the
contrary, the Shares shall be issued and released from Escrow only in full
compliance with Federal and all applicable state securities laws and the
Director shall cooperate with all requests of ApolloMed in order to comply with
all such laws as may be reasonably requested by the Company or its
counsel.  The Shares do not carry registration rights and the Director
has no right to compel the registration of any of the Shares, either before or
after they are released from Escrow.  Additionally, the Director
covenants and agrees to be bound by all standard policies and guidelines
applicable to the other directors and executive officers of ApolloMed with
respect to transaction in the Shares, including without limitation the terms and
conditions of any insider trading policy, code of ethics, corporate governance
guidelines, or similar policies, codes and guidelines adopted by the Board of
Directors of ApolloMed from time to time.

       

      Repurchase
Obligation.  Upon the termination of this Agreement, for any
reason or for no reason, and regardless of the party who initiated the
termination, any Shares which AppoloMed is not yet obligated to released from
Escrow (“Repurchased Shares”) shall be repurchased by the Company at a price of
$0.0001 per Repurchased Share (the “Repurchase Per Share
Price”).  ApolloMed shall remit its check to the Director within 10
business days following such termination in the full amount of the Repurchase
Per Share Price multiplied by the number of Repurchased Shares.  For
example, if there were 100,000 Shares remaining in Escrow upon the termination
of this Agreement, ApolloMed would repurchase the 100,000 Shares by remitting
its check to the Director in the amount of 100,000 x $0.0001 =
$10.00.

       

      
        	
                C.

              	
                Additional
      Payments

              


      

       

      To the
extent services described in Section I require out-of-town trips, such
additional travel time may be charged at the rate of $1,200 per day or pro rated
portion thereof.   This rate may be revised by action of ApolloMed’s
Board of Directors from time to time for payments not yet earned.  Such
revision shall be effective as of the date specified in the resolution and need
not be documented by an amendment to this Agreement.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      
        	
                D.

              	
                Payment

              


      

       

      Cash fees
shall be made quarterly in cash in advance on the first day of each accounting
quarter.  Additional payments shall be made in arrears.  No invoices
need be submitted by the Director for payment of the cash fee.  Invoices
for additional payments under subparagraph C of Section IV, above, shall be
submitted by the Director. Such invoices must be approved by ApolloMed’s Chief
Executive Officer as to form and completeness.

       

      
        	
                E.

              	
                Expenses

              


      

       

      ApolloMed
will reimburse the Director for reasonable expenses approved in advance, such
approval not to be unreasonably withheld.  Invoices for expenses, with
receipts attached, shall be submitted. Such invoices must be approved by
ApolloMed’s Chief Executive Officer as to form and completeness.

       

      
        	
                V.

              	
                Indemnification and
      Insurance

              


      

       

      ApolloMed
will execute an indemnification agreement in favor of the Director substantially
in the form of the agreement attached hereto as Exhibit B (the “Indemnification
Agreement”).  In addition, so long as ApolloMed’s indemnification
obligations exist under the Indemnification Agreement, ApolloMed shall provide
the Director with directors and officers liability insurance coverage in the
amounts specified in the Indemnification Agreement.

       

      
        	
                VI.

              	
                Term of
      Agreement

              


      

       

      This
Agreement shall be in effect from the date hereof through the last date of the
Director’s current term as a member of ApolloMed’s Board of Directors. 
This Agreement shall be automatically renewed on the date of the Director’s
reelection as a member of ApolloMed’s Board of Director’s for the period of such
new term unless the Board of Directors determines not to renew this
Agreement.   Any amendment to this Agreement must be approved by a
written action of ApolloMed’s Board of Directors.  Amendments to Section IV
Compensation hereof do not require the Director’s consent to be
effective.

       

      
        	
                VII.

              	
                Termination

              


      

       

      This
Agreement shall automatically terminate upon the death of the Director or upon
his resignation or removal from, or failure to win election or reelection to,
the ApolloMed Board of Directors.  This Agreement may be terminated at
any time, with or without cause, by either ApolloMed or the
Director.

       

      In the
event of any termination of this Agreement, the Director agrees to return or
destroy any materials transferred to the Director under this Agreement except as
may be necessary to fulfill any outstanding obligations hereunder.  The
Director agrees that ApolloMed has the right of injunctive relief to enforce
this provision.

       

      ApolloMed’s
and the Director’s continuing obligations hereunder in the event of such
termination shall be subject to the terms of Section XIV hereof.

       

      
        	
                VIII. 

              	
                Limitation of
      Liability

              


      

       

      Under no
circumstances shall ApolloMed be liable to the Director for any consequential
damages claimed by any other party as a result of representations made by the
Director with respect to ApolloMed which are materially different from any to
those made in writing by ApolloMed.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      Furthermore,
except for the maintenance of confidentiality, neither party shall be liable to
the other for delay in any performance, or for failure to render any performance
under this Agreement when such delay or failure is caused by Government
regulations (whether or not valid), fire, strike, differences with workmen,
illness of employees, flood, accident, or any other cause or causes beyond
reasonable control of such delinquent party.

       

      
        	
                IX.

              	
                Confidentiality

              


      

       

      The
Director agrees to sign and abide by ApolloMed’s Director Proprietary
Information and Inventions Agreement, a copy of which is attached hereto as
Exhibit A.

       

      
        	
                X.

              	
                Resolution of
      Dispute

              


      

       

      Any
dispute regarding the agreement (including without limitation its validity,
interpretation, performance, enforcement, termination and damages) shall be
determined in accordance with the laws of the State of California, the United
States of America.  Any action under this paragraph shall not preclude any
party hereto from seeking injunctive or other legal relief to which each party
may be entitled.

       

      
        	
                XI.

              	
                Sole
      Agreement

              


      

       

      This
Agreement (including agreements executed in substantially in the form of the
exhibits attached hereto) supersedes all prior or contemporaneous written or
oral understandings or agreements, and may not be added to, modified, or waived,
in whole or in part, except by a writing signed by the party against whom such
addition, modification or waiver is sought to be asserted.

       

      
        	
                XII.

              	
                Assignment

              


      

       

      This
Agreement and all of the provisions hereof shall be binding upon and insure to
the benefit of the parties hereto and their respective successors and permitted
assigns and, except as otherwise expressly provided herein, neither this
Agreement, nor any of the rights, interests or obligations hereunder shall be
assigned by either of the parties hereto without the prior written consent of
the other party.

       

      
        	
                XIII.

              	
                Notices

              


      

       

      Any and
all notices, requests and other communications required or permitted hereunder
shall be in writing, registered mail or by facsimile, to each of the parties at
the addresses set forth above or the numbers set forth below:

      The
Director:

      


      
        
          	
                  ApolloMed:

                	
                  1010
      N. Central Avenue, Suite 201

                
	 
      	
                  Glendale,
      CA  91202

                


        

      

       

      Any such
notice shall be deemed given when received and notice given by registered mail
shall be considered to have been given on the tenth (10th) day after having been
sent in the manner provided for above.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      
        	
                XIV.

              	
                Survival of
      Obligations

              


      

       

      Notwithstanding
the expiration of termination of this Agreement, neither party hereto shall be
released hereunder from any liability or obligation to the other which has
already accrued as of the time of such expiration or termination (including,
without limitation, ApolloMed’s obligation to make any fees and expense payments
required pursuant to Section IV and/or AppoloMed’s indemnification and insurance
obligations set forth in Section V hereof) or which thereafter might accrue in
respect of any act or omission of such party prior to such expiration or
termination.

       

      
        	
                XV.

              	
                Attorneys’
      Fees

              


      

       

      If any legal action or other proceeding
is brought for the enforcement of this Agreement, or because of a dispute,
breach or default in connection with any of the provisions hereof, the
successful or prevailing party (including a party successful or prevailing in
defense) shall be entitled to recover its actual attorneys’ fees and other costs
incurred in that action or proceeding, in addition to any other relief to which
it may be entitled.

       

      
        	
                XV.

              	
                Severability

              


      

       

      Any
provision of this Agreement which is determined to be invalid or unenforceable
shall not affect the remainder of this Agreement, which shall remain in effect
as though the invalid or unenforceable provision had not been included herein,
unless the removal of the invalid or unenforceable provision would substantially
defeat the intent, purpose or spirit of this Agreement.

       

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

       

      
        
          
            	
                    Director:

                  	 
      	
                    Apollo
      Medical Holdings, Inc.

                  
	 
      	 
      	 
      
	
                    Signature:                                             
      

                  	 
      	
                    Signature:                                                 
      

                  
	 
      	 
      	 
      
	
                    Print
      Name:  Suresh Nihalani      
      

                  	 
      	
                    Print
      Name:                                              
      

                  
	 
      	 
      	 
      
	 
      	 
      	
                    Title:
                                                               
      

                  


          

        

      

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      EXHIBIT
A

       

       BOARD OF DIRECTORS
PROPRIETARY INFORMATION AGREEMENT

       

      THIS BOARD OF DIRECTORS PROPRIETARY
INFORMATION AGREEMENT (“Agreement”) is made and entered into this __day
of _____, 2008 by and between APOLLO MEDICAL MANAGEMENT,
INC., a Delaware corporation (“ApolloMed”), and Suresh Nihalani (the
“Director”).

       

      RECITALS

       

      WHEREAS,
the Director has been elected to serve on the Board of Directors of
ApolloMed;

       

      WHEREAS,
the parties desire to assure the confidential status of the information which
may be disclosed by ApolloMed to the Director in connection with the Director
serving on ApolloMed’s Board of Directors;

       

       NOW
THEREFORE, in reliance upon and in consideration of the following undertaking,
the parties agree as follows:

       

      AGREEMENT

       

           
1.       Subject to the limitations set forth in
Paragraph 2, all information disclosed by ApolloMed to the Director shall be
deemed to be "Proprietary Information".  In particular, Proprietary
Information shall be deemed to include any information, process, technique,
algorithm, program, design, drawing, formula or test data relating to any
research project, work in process, future development, engineering,
manufacturing, marketing, servicing, financing or personnel matter relating to
ApolloMed, its present or future products, sales, suppliers, customers,
employees, investors, or business, whether or oral, written, graphic or
electronic form.

       

           
2.       The term "Proprietary Information" shall
not be deemed to include the following information: (i) information which is
now, or hereafter becomes, through no breach of this Agreement on the part of
the Director, generally known or available to the public; (ii) is known by the
Director at the time of receiving such information; (iii) is hereafter furnished
to the Director by a third party, as a matter of right and without restriction
on disclosure; or (iv) is the subject of a written permission to disclose
provided by ApolloMed.

       

           
3.       The Director shall maintain in trust and
confidence and not disclose to any third party or use for any unauthorized
purpose any Proprietary Information received from ApolloMed.  The Director
may use such Proprietary Information only to the extent required to accomplish
the purposes of his position as a Director of ApolloMed.  The Director
shall not use Proprietary Information for any purpose or in any manner which
would constitute a violation of any laws or regulations, including without
limitation the export control laws of the United States.  No other rights
of licenses to trademarks, inventions, copyrights, or patents are implied or
granted under this Agreement.

       

           
4.       Proprietary Information supplied shall
not be reproduced in any form except as required to accomplish the intent of
this Agreement.

       

           
5.       The Director represents and warrants that
he shall protect the Proprietary Information received with at least the same
degree of care used to protect his own Proprietary Information from unauthorized
use or disclosure. 

       

           
6.       All Proprietary Information (including
all copies thereof) shall remain in the property of ApolloMed, and shall be
returned to ApolloMed (or destroyed) after the Director's need for it has
expired, or upon request of ApolloMed, and in any event, upon the termination of
that certain Board of Directors Agreement, of even date herewith, between
ApolloMed and the Director (the “Director Agreement”).


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

           
7.       Notwithstanding any other provision of
this Agreement, disclosure of Proprietary Information shall not be precluded if
such disclosure:

       

      (a)  
is in response to a valid order of a court or other governmental body of the
United States or any political subdivision thereof; provided, however, that the
Director shall first have given ApolloMed notice of the Director’s receipt of
such order and ApolloMed shall have had an opportunity to obtain a protective
order requiring that the Proprietary Information so disclosed be used only for
the purpose for which the order was issued;

       

      (b)  
is otherwise required by law; or

       

      (c)  
is otherwise necessary to establish rights or enforce obligations under this
Agreement, but only to the extent that any such disclosure is
necessary.

       

           
8.       Subject to the terms of this Paragraph,
this Agreement shall continue in full force and effect during the term of the
Director Agreement.  This Agreement may be terminated at any time upon
thirty (30) days written notice to the other party.  The termination of
this Agreement shall not relieve the Director of the obligations imposed by
Paragraphs 3, 4, 5 and 11 of this Agreement with respect to Proprietary
information disclosed prior to the effective date of such termination and the
provisions of these Paragraphs shall survive the termination of this Agreement
for a period of eighteen (18) months from the date of such
termination.

       

           
9.      This Agreement shall be governed by the
laws of the State of California as those laws are applied to contracts entered
into and to be performed entirely in California by California
residents.

       

           
10.      This Agreement contains the final, complete
and exclusive agreement of the parties relative to the subject matter hereof and
may not be changed, modified, amended or supplemented except by a written
instrument signed by both parties.

       

           
11.      Each party hereby acknowledges and agrees that
in the event of any breach of this Agreement by the Director, including, without
limitation, an actual or threatened disclosure of Proprietary Information
without the prior express written consent of ApolloMed, ApolloMed will suffer an
irreparable injury, such that no remedy at law will afford it adequate
protection against, or appropriate compensation for, such injury. 
Accordingly, each party hereby agrees that ApolloMed shall be entitled to
specific performance of the Director's obligations under this Agreement, as well
as such further injunctive relief as may be granted by a court of competent
jurisdiction.


       

      
        
          	
                  Director:

                	 
      	
                  Apollo
      Medical Management, Inc.

                
	 
      	 
      	 
      
	
                  Signature:
      _____________________ 

                	 
      	
                  Signature:  ____________________
      

                
	 
      	 
      	 
      
	
                  Print
      Name:  ____________________

                	 
      	
                  Print
      Name:  ___________________

                
	 
      	 
      	 
      
	 
      	 
      	
                  Title:  ________________________
      

                


        

      


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      EXHIBIT
B

       

      INDEMNIFICATION
AGREEMENT

       

      INDEMNIFICATION
AGREEMENT (this “Agreement”) dated as of ______________2008, by and among APOLLO
MEDICAL MANAGEMENT, INC., a Delaware corporation (the “Company”) and the
indemnitees listed on the signature pages hereto (individually, as “Indemnitee”
and, collectively, the “Indemnitees”).

       

      RECITALS

       

      A.           The
Company and Indemnitees recognize the continued difficulty in obtaining
liability insurance for its directors, officers, employees, stockholders,
controlling persons, agents and fiduciaries, the significant increases in the
cost of such insurance and the general reductions in the coverage of such
insurance.

       

      B.           The
Company and Indemnitees further recognize the substantial increase in corporate
litigation in general, which subjects directors, officers, employees,
controlling persons, stockholders, agents and fiduciaries to expensive
litigation risks at the same time as the availability and coverage of liability
insurance has been severely limited.

       

      C.           The
Indemnitees do not regard the current protection available as adequate under the
present circumstances, and Indemnitees and other directors, officers, employees,
stockholders, controlling persons, agents and fiduciaries of the Company may not
be willing to serve in such capacities without additional
protection.

       

      D.           The
Company (i) desires to attract and retain highly qualified individuals and
entities, such as Indemnitees, to serve the Company and, in part, in order to
induce each Indemnitee to be involved with the Company and (ii) wishes to
provide for the indemnification and advancing of expenses to each Indemnitee to
the maximum extent permitted by law.

       

      E.           In
view of the considerations set forth above, the Company desires that each
Indemnitee be indemnified by the Company as set forth herein.

       

      NOW,
THEREFORE, the Company and each Indemnitee hereby agree as follows:

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      1.      Indemnification


      a.      Indemnification of
Expenses.  The Company shall indemnify and hold harmless each
Indemnitee (including its respective directors, officers, partners, former
partners, members, former members, employees, agents and spouse, as applicable)
and each person who controls any of them or who may be liable within the meaning
of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”),
or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), to the fullest extent permitted by law if such Indemnitee was or is or
becomes a party to or witness or other participant in, or is threatened to be
made a party to or witness or other participant in, any threatened, pending or
completed action, suit, proceeding or alternative dispute resolution mechanism,
or any hearing, inquiry or investigation that such Indemnitee believes might
lead to the institution of any such action, suit, proceeding or alternative
dispute resolution mechanism, whether civil, criminal, administrative,
investigative or other (hereinafter a “Claim”) by reason of (or arising in part
or in whole out of) any event or occurrence related to the fact that Indemnitee
is or was or may be deemed a director, officer, stockholder, employee,
controlling person, agent or fiduciary of the Company, or any subsidiary of the
Company, or is or was or may be deemed to be serving at the request of the
Company as a director, officer, stockholder, employee, controlling person, agent
or fiduciary of another corporation, partnership, limited liability company,
joint venture, trust or other enterprise, or by reason of any action or inaction
on the part of such Indemnitee while serving in such capacity including, without
limitation, any and all losses, claims, damages, expenses and liabilities, joint
or several (including any investigation, legal and other expenses incurred in
connection with, and any amount paid in settlement of, any action, suit,
proceeding or any claim asserted) under the Securities Act, the Exchange Act or
other federal or state statutory law or regulation, at common law or otherwise
or which relate directly or indirectly to the registration, purchase, sale or
ownership of any securities of the Company or to any fiduciary obligation owed
with respect thereto or as a direct or indirect result of any Claim made by any
stockholder of the Company against an Indemnitee and arising out of or related
to any round of financing of the Company (including but not limited to Claims
regarding non-participation, or non-pro rata participation, in such round by
such stockholder), or made by a third party against an Indemnitee based on any
misstatement or omission of a material fact by the Company in violation of any
duty of disclosure imposed on the Company by federal or state securities or
common laws (hereinafter an “Indemnification Event”) against any and all
expenses (including attorneys’ fees and all other costs, expenses and
obligations incurred in connection with investigating, defending a witness in or
participating in (including on appeal), or preparing to defend, be a witness in
or participate in, any such action, suit, proceeding, alternative dispute
resolution mechanism, hearing, inquiry or investigation), judgments, fines,
penalties and amounts paid in settlement (if, and only if, such settlement is
approved in advance by the Company, which approval shall not be unreasonably
withheld) of such Claim and any federal, state, local or foreign taxes imposed
on Indemnitee as a result of the actual or deemed receipt of any payments under
this Agreement (collectively, hereinafter “Expenses”), including all interest,
assessments and other charges paid or payable in connection with or in respect
of such Expenses.  Such payment of Expenses shall be made by the
Company as soon as practicable but in any event no later than ten (10) days
after written demand by the Indemnitee therefor is presented to the
Company.

       

      b.      Reviewing
Party.  Notwithstanding the foregoing, (i) the obligations of
the Company under Section 1(a) shall be subject to the condition that the
Reviewing Party (as described in Section 10(e) hereof) shall not have determined
(in a written opinion, in any case in which the Independent Legal Counsel
referred to in Section 1(e) hereof is involved) that Indemnitee would not be
permitted to be indemnified under applicable law, and (ii) each Indemnitee
acknowledges and agrees that the obligation of the Company to make an advance
payment of Expenses to Indemnitee pursuant to Section 2(a) (an “Expense
Advance”) shall be subject to the condition that, if, when and to the extent
that the Reviewing Party determines that Indemnitee would not be permitted to be
so indemnified under applicable law, the Company shall be entitled to be
reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all
such amounts theretofore paid; provided, however, that if Indemnitee has
commenced or thereafter commences legal proceedings in a court of competent
jurisdiction to secure a determination that Indemnitee should be indemnified
under applicable law, any determination made by the Reviewing Party that
Indemnitee would not be permitted to be indemnified under applicable law shall
not be binding and Indemnitee shall not be required to reimburse the Company for
any Expense Advance until a final judicial determination is made with respect
thereto (as to which all rights of appeal therefrom have been exhausted or
lapsed).  Indemnitee’s obligation to reimburse the Company for any
Expense Advance shall be unsecured and no interest shall be charged
thereon.  If there has not been a Change in Control (as defined in
Section 10(c) hereof), the Reviewing Party shall be selected by the Board of
Directors, and if there has been such a Change in Control (other than a Change
in Control which has been approved by a majority of the Company’s Board of
Directors who were directors immediately prior to such Change in Control), the
Reviewing Party shall be the Independent Legal Counsel referred to in Section
1(e) hereof.  If there has been no determination by the Reviewing
Party or if the Reviewing Party determines that Indemnitee substantively would
not be permitted to be indemnified in whole or in part under applicable law,
Indemnitee shall have the right to commence litigation seeking an initial
determination by the court or challenging any such determination by the
Reviewing Party or any aspect thereof, including the legal or factual bases
therefor, and the Company hereby consents to service of process and to appear in
any such proceeding.  Any determination by the Reviewing Party
otherwise shall be conclusive and binding on the Company and
Indemnitee.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      c.      Contribution.  If
the indemnification provided for in Section 1(a) above for any reason is held by
a court of competent jurisdiction to be unavailable to an Indemnitee in respect
of any losses, claims, damages, expenses or liabilities referred to therein,
then the Company, in lieu of indemnifying such Indemnitee thereunder, shall
contribute to the amount paid or payable by such Indemnitee as a result of such
losses, claims, damages, expenses or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Indemnitee, or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company and the Indemnitee in connection with the action or
inaction which resulted in such losses, claims, damages, expenses or
liabilities, as well as any other relevant equitable
considerations.  In connection with the registration of the Company’s
securities, the relative benefits received by the Company and the Indemnitee
shall be deemed to be in the same respective proportions that the net proceeds
from the offering (before deducting expenses) received by the Company and the
Indemnitee, in each case as set forth in the table on the cover page of the
applicable prospectus, bear to the aggregate public offering price of the
securities so offered.  The relative fault of the Company and the
Indemnitee shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or the Indemnitee and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission.

       

      The
Company and the Indemnitee agree that it would not be just and equitable if
contribution pursuant to this Section 1(c) were determined by pro rata or per
capita allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately preceding
paragraph.  In connection with the registration of the Company’s
securities, in no event shall Indemnitee be required to contribute any amount
under this Section 1(c) in excess of the lesser of (i) that proportion of the
total of such losses, claims, damages or liabilities indemnified against equal
to the proportion of the total securities sold under such registration statement
which is being sold by such Indemnitee or (ii) the proceeds received by such
Indemnitee from its sale of securities under such registration
statement.  No person found guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not found guilty of such fraudulent
misrepresentation.

       

      d.      Survival Regardless of
Investigation.  The indemnification and contribution provided
for in this Section 1 will remain in full force and effect regardless of any
investigation made by or on behalf of the Indemnitee or any officer, director,
employee, agent or controlling person of the Indemnitee.

       

      e.       Change in Control.
The Company agrees that if there is a Change in Control of the Company (other
than a Change in Control which has been approved by a majority of the Company’s
Board of Directors who were directors immediately prior to such Change in
Control) then, with respect to all matters thereafter arising concerning the
rights of Indemnitee to payments of Expenses under this Agreement or any other
agreement or under the Company’s Certificate of Incorporation, as amended (the
“Certificate”), or Bylaws as now or hereafter in effect, Independent Legal
Counsel (as defined in Section 10(d) hereof) shall be selected by the Indemnitee
and approved by the Company (which approval shall not be unreasonably withheld).
Such counsel, among other things, shall render its written opinion to the
Company and Indemnitee as to whether and to what extent Indemnitee would be
permitted to be indemnified under applicable law. The Company agrees to abide by
such opinion and to pay the reasonable fees of the Independent Legal Counsel
referred to above and to fully indemnify such counsel against any and all
expenses (including attorneys’ fees), claims, liabilities and damages arising
out of or relating to this Agreement or its engagement pursuant
hereto.

       

      f.      Mandatory Payment of
Expenses.  Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee has been successful on the merits or
otherwise, including, without limitation, the dismissal of an action without
prejudice, in the defense of any action, suit, proceeding, inquiry or
investigation referred to in Section 1(a) hereof or in the defense of any claim,
issue or matter therein, each Indemnitee shall be indemnified against all
Expenses incurred by such Indemnitee in connection herewith.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      

       

      2.      Expenses; Indemnification
Procedure.

       

      a.      Advancement of
Expenses.  The Company shall advance all Expenses incurred by
Indemnitee.  The advances to be made hereunder shall be paid by the
Company to Indemnitee as soon as practicable but in any event no later than
fifteen (15) days after written demand by such Indemnitee therefor to the
Company.

       

      b.      Notice/Cooperation by
Indemnitee.  Indemnitee shall give the Company notice as soon
as practicable of any Claim made against Indemnitee for which indemnification
will or could be sought under this Agreement. Notice to the Company shall be
directed to the Chief Executive Officer of the Company at the address shown on
the signature page of this Agreement (or such other address as the Company shall
designate in writing to Indemnitee).

       

      c.      No Presumptions; Burden of
Proof.  For purposes of this Agreement, the termination of any
Claim by judgment, order, settlement (whether with or without court approval) or
conviction, or upon a plea of nolo contendere, or its equivalent, shall not
create a presumption that Indemnitee did not meet any particular standard of
conduct or have any particular belief or that a court has determined that
indemnification is not permitted by applicable law.  In addition,
neither the failure of the Reviewing Party to have made a determination as to
whether Indemnitee has met any particular standard of conduct or had any
particular belief, nor an actual determination by the Reviewing Party that
Indemnitee has not met such standard of conduct or did not have such belief,
prior to the commencement of legal proceedings by Indemnitee to secure a
judicial determination that Indemnitee should be indemnified under applicable
law, shall be a defense to Indemnitee’s claim or create a presumption that
Indemnitee has not met any particular standard of conduct or did not have any
particular belief.  In connection with any determination by the
Reviewing Party or otherwise as to whether Indemnitee is entitled to be
indemnified hereunder, the burden of proof shall be on the Company to establish
that Indemnitee is not so entitled.

       

      d.      Notice to
Insurers.  If, at the time of the receipt by the Company of a
notice of a Claim pursuant to Section 2(b) hereof, the Company has liability
insurance in effect which may cover such Claim, the Company shall give prompt
written notice of the commencement of such Claim to the insurers in accordance
with the procedures set forth in each of the policies.  The Company
shall thereafter take all necessary or desirable action to cause such insurers
to pay, on behalf of Indemnitee, all amounts payable as a result of such action,
suit, proceeding, inquiry or investigation in accordance with the terms of such
policies.

       

      e.      Selection of
Counsel.  In the event the Company shall be obligated hereunder
to pay the Expenses of any Claim, the Company shall be entitled to assume the
defense of such Claim, with counsel reasonably approved by the applicable
Indemnitee, upon the delivery to such Indemnitee of written notice of its
election to do so. After delivery of such notice, approval of such counsel by
the Indemnitee and the retention of such counsel by the Company, the Company
will not be liable to such Indemnitee under this Agreement for any fees of
counsel subsequently incurred by such Indemnitee with respect to the same Claim;
provided that, (i) the Indemnitee shall have the right to employ such
Indemnitee’s counsel in any such Claim at the Indemnitee’s expense; (ii) the
Indemnitee shall have the right to employ its own counsel in connection with any
such proceeding, at the expense of the Company, if such counsel serves in a
review, observer, advice and counseling capacity and does not otherwise
materially control or participate in the defense of such proceeding; and (iii)
if (A) the employment of counsel by the Indemnitee has been previously
authorized by the Company, (B) such Indemnitee shall have reasonably concluded
that there is a conflict of interest between the Company and such Indemnitee in
the conduct of any such defense, or (C) the Company shall not continue to retain
such counsel to defend such Claim, then the fees and expenses of the
Indemnitee’s counsel shall be at the expense of the Company.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      3.      Additional Indemnification
Rights; Nonexclusivity.


      a.      Scope.  The
Company hereby agrees to indemnify Indemnitee to the fullest extent permitted by
law, even if such indemnification is not specifically authorized by the other
provisions of this Agreement or any other agreement, the Certificate, the
Company’s Bylaws or by statute. In the event of any change after the date of
this Agreement in any applicable law, statute or rule which expands the right of
a Delaware corporation to indemnify a member of its Board of Directors or an
officer, stockholder, employee, controlling person, agent or fiduciary, it is
the intent of the parties hereto that Indemnitee shall enjoy by this Agreement
the greater benefits afforded by such change. In the event of any change in any
applicable law, statute or rule which narrows the right of a Delaware
corporation to indemnify a member of its Board of Directors or an officer,
employee, agent or fiduciary, such change, to the extent not otherwise required
by such law, statute or rule to be applied to this Agreement, shall have no
effect on this Agreement or the parties’ rights and obligations hereunder except
as set forth in Section 8(a) hereof.

       

      b.      Nonexclusivity.  Notwithstanding
anything in this Agreement, the indemnification provided by this Agreement shall
be in addition to any rights to which Indemnitee may be entitled under the
Certificate, the Company’s Bylaws, any agreement, any vote of stockholders or
disinterested directors, the laws of the State of Delaware, or otherwise.
Notwithstanding anything in this Agreement, the indemnification provided under
this Agreement shall continue as to each Indemnitee for any action such
Indemnitee took or did not take while serving in an indemnified capacity even
though the Indemnitee may have ceased to serve in such capacity and such
indemnification shall inure to the benefit of each Indemnitee from and after
Indemnitee’s first day of service as a director with the Company or affiliation
with a director from and after the date such director commences services as a
director with the Company.

       

      4.      No Duplication of
Payments.  The Company shall not be liable under this Agreement
to make any payment in connection with any Claim made against any Indemnitee to
the extent such Indemnitee has otherwise actually received payment (under any
insurance policy, Certificate, Bylaws or otherwise) of the amounts otherwise
indemnifiable hereunder.

       

      5.      Partial
Indemnification.  If any Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for any portion of
Expenses incurred in connection with any Claim, but not, however, for all of the
total amount thereof, the Company shall nevertheless indemnify Indemnitee for
the portion of such Expenses to which such Indemnitee is entitled.

       

      6.      Mutual
Acknowledgement.  The Company and each Indemnitee acknowledge
that in certain instances, Federal law or applicable public policy may prohibit
the Company from indemnifying its directors, officers, employees, controlling
persons, agents or fiduciaries under this Agreement or otherwise.

       

      7.      Liability
Insurance.  During any period of time any Indemnitee is
entitled to indemnification rights under this Agreement, the Company shall
maintain liability insurance applicable to directors, officers, employees,
control persons, agents or fiduciaries, each Indemnitee shall be covered by such
policies in such a manner as to provide Indemnitee the same rights and benefits
as are accorded to the most favorably insured of the Company’s directors, if
such Indemnitee is a director, or of the Company’s officers, if such Indemnitee
is not a director of the Company but is an officer; or of the Company’s key
employees, controlling persons, agents or fiduciaries, if such Indemnitee is not
an officer or director but is a key employee, agent, control person, or
fiduciary.  Said liability insurance shall provide coverage amounts of
no less than those specified in Schedule A attached hereto and be held with an
insurance carrier which is the Board of Directors of the Company believes is of
financial sound condition.

       

      8.      Exceptions.  Any
other provision herein to the contrary notwithstanding, the Company shall not be
obligated pursuant to the terms of this Agreement:

       

      a.      Claims
Under Section 16(b).  To indemnify any Indemnitee for expenses and the
payment of profits arising from the purchase and sale by such Indemnitee of
securities in violation of Section 16(b) of the Exchange Act or any similar
successor statute;

       

      b.      Unlawful
Indemnification.  To indemnify an Indemnitee if a final decision by a
court having jurisdiction in the matter shall determine that such
indemnification is not lawful;

       

      c.      Fraud.  To
indemnify an Indemnitee if a final decision by a court having jurisdiction in
the matter shall determine that the Indemnitee has committed fraud on the
Company; or


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      


       

      d.      Insurance.  To
indemnify any Indemnitee for which payment is actually and fully made to
Indemnitee under a valid and collectible insurance policy.

       

      9.      Period of
Limitations.  No legal action shall be brought and no cause of
action shall be asserted by or in the right of the Company against any
Indemnitee, any Indemnitee’s estate, spouse, heirs, executors or personal or
legal representatives after the expiration of five (5) years from the date of
accrual of such cause of action, and any claim or cause of action of the Company
shall be extinguished and deemed released unless asserted by the timely filing
of a legal action within such five (5) year period; provided, however, that if
any shorter period of limitations is otherwise applicable to any such cause of
action, such shorter period shall govern.

       

      10.  Construction of Certain
Phrases.

       

      a.      For
purposes of this Agreement, references to the “Company” shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, employees, agents or fiduciaries, so that if
Indemnitee is or was or may be deemed a director, officer, employee, agent,
control person, or fiduciary of such constituent corporation, or is or was or
may be deemed to be serving at the request of such constituent corporation as a
director, officer, employee, control person, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan, trust or other
enterprise, each Indemnitee shall stand in the same position under the
provisions of this Agreement with respect to the resulting or surviving
corporation as each Indemnitee would have with respect to such constituent
corporation if its separate existence had continued.

       

      b.      For
purposes of this Agreement, references to “other enterprises” shall include
employee benefit plans; references to “fines” shall include any excise taxes
assessed on any Indemnitee with respect to an employee benefit plan; and
references to “serving at the request of the Company” shall include any service
as a director, officer, employee, agent or fiduciary of the Company which
imposes duties on, or involves services by, such director, officer, employee,
agent or fiduciary with respect to an employee benefit plan, its participants or
its beneficiaries; and if any Indemnitee acted in good faith and in a manner
such Indemnitee reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan, such Indemnitee shall be deemed
to have acted in a manner “not opposed to the best interests of the Company” as
referred to in this Agreement.

       

      c.      For
purposes of this Agreement a “Change in Control” shall be deemed to have
occurred if (i) any “person” (as such term is used in Sections 13(d)(3) and
14(d)(2) of the Exchange Act), other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or a corporation owned
directly or indirectly by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company, (A) who is or
becomes the beneficial owner, directly or indirectly, of securities of the
Company representing 20% or more of the combined voting power of the Company’s
then outstanding Voting Securities, increases his beneficial ownership of such
securities by 5% or more over the percentage so owned by such person, or (B)
becomes the “beneficial owner” (as defined in Rule 13d-3 under said Exchange
Act), directly or indirectly, of securities of the Company representing more
than 30% of the total voting power represented by the Company’s then outstanding
Voting Securities, (ii) during any period of two consecutive years, individuals
who at the beginning of such period constitute the Board of Directors of the
Company and any new director whose election by the Board of Directors or
nomination for election by the Company’s stockholders was approved by a vote of
at least two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute a
majority thereof, or (iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation other than a merger or
consolidation which would result in the Voting Securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting Securities of the
surviving entity) at least two-thirds (2/3) of the total voting power
represented by the Voting Securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or the stockholders
of the Company approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of (in one transaction or a
series of transactions) all or substantially all of the Company’s
assets.


      
        
           


        

        
          13

          
            

          

        

        
           


        

      

       

      d.      For
purposes of this Agreement, “Independent Legal Counsel” shall mean an attorney
or firm of attorneys, selected in accordance with the provisions of Section 1(e)
hereof, who shall not have otherwise performed services for the Company or any
Indemnitee within the last three (3) years (other than with respect to matters
concerning the right of any Indemnitee under this Agreement, or of other
indemnitees under similar indemnity agreements).

       

      e.      For
purposes of this Agreement, a “Reviewing Party” shall mean any appropriate
person or body consisting of a member or members of the Company’s Board of
Directors or any other person or body appointed by the Board of Directors who is
not a party to the particular Claim for which Indemnitee is seeking
indemnification, or Independent Legal Counsel.

       

      f.      For
purposes of this Agreement, “Voting Securities” shall mean any securities of the
Company that vote generally in the election of directors.

       

      11.           Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall
constitute an original.

       

      12.           Binding Effect; Successors
and Assigns. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
successors, assigns, including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business
and/or assets of the Company, spouses, heirs, and personal and legal
representatives. The Company shall require and cause any successor (whether
direct or indirect by purchase, merger, consolidation or otherwise) to all,
substantially all, or a substantial part, of the business and/or assets of the
Company, by written agreement in form and substance satisfactory to each
Indemnitee, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if
no such succession had taken place.  This Agreement shall continue in
effect with respect to Claims relating to Indemnifiable Events regardless of
whether any Indemnitee continues to serve as a director, officer, employee,
agent, controlling person, or fiduciary of the Company or of any other
enterprise, including subsidiaries of the Company, at the Company’s
request.

       

      13.           Attorneys’ Fees. In
the event that any action is instituted by an Indemnitee under this Agreement or
under any liability insurance policies maintained by the Company to enforce or
interpret any of the terms hereof or thereof, any Indemnitee shall be entitled
to be paid all Expenses incurred by such Indemnitee with respect to such action
if such Indemnitee is ultimately successful in such action.  In the
event of an action instituted by or in the name of the Company under this
Agreement to enforce or interpret any of the terms of this Agreement, the
Indemnitee shall be entitled to be paid Expenses incurred by such Indemnitee in
defense of such action (including costs and expenses incurred with respect to
Indemnitee counterclaims and cross-claims made in such action), and shall be
entitled to the advancement of Expenses with respect to such action, in each
case only to the extent that such Indemnitee is ultimately successful in such
action.

       

      14.           Notice. All notices
and other communications required or permitted hereunder shall be in writing,
shall be effective when given, and shall in any event be deemed to be given (a)
five (5) days after deposit with the U.S. Postal Service or other applicable
postal service, if delivered by first class mail, postage prepaid, (b) upon
delivery, if delivered by hand, (c) one business day after the business day of
deposit with Federal Express or similar overnight courier, freight prepaid, or
(d) one day after the business day of delivery by facsimile transmission, if
deliverable by facsimile transmission, with copy by first class mail, postage
prepaid, and shall be addressed if to Indemnitee, at each Indemnitee’s address
as set forth beneath the Indemnitee’s signature to this Agreement and if to the
Company at the address of its principal corporate offices (attention: Secretary)
or at such other address as such party may designate by ten (10) days’ advance
written notice to the other party hereto.


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      15.           Severability.  The
provisions of this Agreement shall be severable in the event that any of the
provisions hereof (including any provision within a single section, paragraph or
sentence) are held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, and the remaining provisions shall remain enforceable
to the fullest extent permitted by law. Furthermore, to the fullest extent
possible, the provisions of this Agreement (including, without limitations, each
portion of this Agreement containing any provision held to be invalid, void or
otherwise unenforceable, that is not itself invalid, void or unenforceable)
shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.

       

      16.           Choice of
Law.  This Agreement shall be governed by and its provisions
construed and enforced in accordance with the laws of the State of Delaware, as
applied to contracts between Delaware residents, entered into and to be
performed entirely within the State of Delaware, without regard to the conflict
of laws principles thereof.

       

      17.           Subrogation.  In
the event of payment under this Agreement, the Company shall be subrogated to
the extent of such payment to all of the rights of recovery of Indemnitee who
shall execute all documents required and shall do all acts that may be necessary
to secure such rights and to enable the Company effectively to bring suit to
enforce such rights.

       

      18.           Amendment and
Termination.  No amendment, modification, termination or
cancellation of this Agreement shall be effective unless it is in writing signed
by the parties to be bound thereby.  Notice of same shall be provided
to all parties hereto. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing
waiver.

       

      19.           Corporate
Authority.  The Board of Directors of the Company and its
stockholders in accordance with Delaware law have approved the terms of this
Agreement.

      


      (Remainder
of page intentionally left blank)


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement
on and as of the day and year first above written.

       

      
        
          	 
      	
                  APOLLO
      MEDICAL MANAGEMENT, INC.,

                
	 
      	
                  a
      Delaware corporation

                
	 
      	 
      
	 
      	
                  By:
      /S/ Warren Hosseinion, M.D.

                
	 
      	 
      
	 
      	
                  “Indemnitees”

                
	 
      	 
      
	 
      	
                  /S/
      Adrian Vasquez, M.D.

                


        

      

       

      
        
           


        

        
          16