Exhibit 10.107


 


ASSIGNMENT
AND CONSENT TO ASSIGNMENT


 


This
Assignment and Consent to Assignment (hereinafter “Assignment”) is entered into
effective October 1, 2003 by and between Professional Care IPA Medical
Group. Inc. (hereinafter “ASSIGNOR”), Prospect Medical Group, Inc.
(hereinafter “ASSlGNEE”); and Blue Cross of California and Us Affiliates
(hereinafter “BLUE CROSS”).


 


RECITALS


 


A.                                   ASSIGNOR and BLUE CROSS have entered into that
certain Blue Cross Senior Secure Medicare+Choice Medical Services
Agreement effective November 1, 1999 (hereinafter the “Agreement”);


 


B.                                     ASSIGNOR will be acquired by ASSIGNEE
effective October 1, 2003 and ASSIGNEE will be the surviving entity;


 


C.                                     ASSIGNOR desires to assign its rights and
delegate its duties under the Agreement to ASSIGNEE;


 


D.                                    ASSIGNEE
desires to accept the rights and assume the obligations of ASSIGNOR under the
Agreement;


 


E.                                      Under
the Agreement ASSIGNOR may assign the Agreement subject to the consent of BLUE
CROSS;


 


F.                                      BLUE
CROSS desires to agree to the assignment of the Agreement subject to the
conditions precedent stated herein;


 


THEREFORE.
THE PARTIES AGREE AS FOLLOWS:


 


I.                                        ASSIGNMENT OF RIGHTS


 


1.1                                 ASSIGNOR hereby assigns to ASSIGNEE all right,
title, and interest in and to the Agreement between ASSIGNOR and BLUE CROSS, a
copy of which is attached hereto, said assignment to be effective as of
October 1, 2003.


 


1.2                                 ASSIGNEE hereby accepts assignment of the
Agreement, effective as of October 1, 2003 subject to all of the terms and
conditions thereof.


 


1.3                                 It is specifically understood and agreed that
ASSIGNOR’S assignment to ASSIGNEE of its rights under the Agreement includes
the right to receive any and all payments or consideration due thereunder from
BLUE CROSS, notwithstanding the fact that the right to payments or
consideration may have accrued prior to the effective date of this assignment
and delegation.


 


II.                                    DELEGATION OF DUTIES


 


2.1                                 ASSIGNOR hereby delegates to ASSIGNEE all of
its duties and obligations of performance under the Agreement between ASSIGNOR and BLUE CROSS.


 


2.2                                 ASSIGNEE hereby accepts delegation of and
agrees to assume full responsibility for performance of all duties and
obligations under the Agreement to the same extent as if it had been an
original party thereto.


 


2.3                                 It is specifically understood and agreed that
ASSIGNOR’S delegation to and ASSIGNEE’s acceptance of its duties and
obligations under the Agreement includes all duties and obligations of
ASSIGNOR, notwithstanding the fact that said duties and obligations may have
accrued prior to the effective date of this assignment and delegation.


 


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III.                               CONSENT


 


3.1                                 BLUE CROSS hereby
consents to the assignment and delegation of the Agreement from ASSIGNOR to
ASSIGNEE to be effective as of October 1, 2003


 


IV.                               MISCELLANEOUS


 


4.1                                 Further assignment of
rights and duties under the Agreement shall occur only upon the mutual written
agreement of ASSIGNEE and BLUE CROSS.


 


4.2                                 It is understood and
agreed that endorsements or amendments of the Agreement, or both, may be
necessary as a result of this Assignment and the parties hereto agree to meet
and confer in good faith and to execute any and all endorsements or amendments
of the Agreement, or both, which may be necessary to effectuate the intentions
of the panics hereto.


 


IN WITNESS WHEREOF, the parties hereto have executed this Assignment on
the date and year first written above.


 


 


	
  BLUE CROSS

  	
  ASSIGNOR

  
	
   

  	
   

  
	
  /s/ Barry Ford

  	
   

  	
  /s/ R. Shinto

  	
   

  
	
  Signature

  	
  Signature

  
	
   

  	
   

  
	
  Barry Ford

  	
   

  	
  R. SHINTO

  	
   

  
	
  Print
  Name

  	
  Print
  Name

  
	
   

  	
   

  
	
  V. P. Network Services

  	
   

  	
   

  	
   

  
	
  Title

  	
  Title

  
	
   

  	
   

  
	
  10-1-03

  	
   

  	
  9/23/03

  	
   

  
	
  Date

  	
  Date

  



 


 


	
  ASSIGNEE

  
	
   

  
	
  /s/ Peter G. Goll

  	
   

  
	
  Signature

  
	
   

  
	
  Peter G. Goll

  	
   

  
	
  Print
  Name

  
	
   

  
	
  Senior Vice President

  	
   

  
	
  Title

  
	
   

  
	
  9-15-03

  	
   

  
	
  Date

  



 


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