Exhibit
10.128


AMENDMENT

CALIFORNIACARE MEDICAL SERVICES AGREEMENT


 


This Amendment to the CALIFORNIACARE Medical Services Agreement is
entered into at Woodland Hills, Los Angeles County.  California, as of August 1, 1997 between Blue Cross of
California and its Affiliates (“BLUE CROSS”) and Prospect Medical Group
(“PARTICIPATING MEDICAL GROUP”).


 


RECITALS


 


A.                                   BLUE CROSS and PARTICIPATING MEDICAL GROUP
have previously entered into a CALIFORNIACARE Medical Services Agreement
(“Agreement”), effective                      
whereby PARTICIPATING MEDICAL GROUP is designated as a Participating Medical
Group.


 


B.                                     Pursuant to Section 16.01 of the
Agreement, the parties now desire to amend the Agreement to provide for Members
to have direct access to PARTICIPATING MEDICAL GROUP physicians in certain
specialties without the prior approval of PARTICIPATING MEDICAL GROUP.


 


NOW,
THEREFORE, IT IS AGREED:


 


1.                                       The following paragraph M, is hereby added to
the end of Section 4.02 of the Agreement:


 


M.                                 To allow Members, in accordance with their
applicable Benefit Agreement, ‘‘Direct Access” to PARTICIPATING MEDICAL GROUP
Physicians in specialties listed below. 
Direct Access means Members may visit with such specialist physicians
without a referral from the Member’s Primary Care Physician or other prior
authorization from PARTICIPATING MEDICAL GROUP’S Utilization Management
Program.


 


(1)                                  Dermatology


(2)                                  Allergy


(3)                                  Ear, Nose and Throat


(4)                                  Obstetrics/Gynecology


 


Services to be provided during the Member’s Direct Access visit(s) shall
include those services which would have ordinarily been provided had the Member
obtained a referral or other prior authorization from PARTICIPATING MEDICAL
GROUP.  Any services provided in
addition and/or subsequent to those above shall be provided by such specialists
to Members in accordance with BLUE CROSS’ and PARTICIPATING MEDICAL GROUP’s
existing referral and authorization protocols and procedures.


 


In addition to any other amounts due hereunder, PARTICIPATING MEDICAL
GROUP shall be reimbursed under (i) or (ii) below as applicable:


 


(i)                                     PARTICIPATING MEDICAL GROUP shall receive a
payment of *** per Member per Month (“PMPM”) (not adjusted for Member Age/Sex
Factors or Plan Factors) for each Member, assigned to PARTICIPATING MEDICAL
GROUP who is entitled under the Member’s Benefit Agreement to Direct Access to
PARTICIPATING MEDICAL GROUP Physicians for all four of the above-mentioned
specialties.


 












*** Confidential Information omitted and filed separately with the
Securities and Exchange Commission.


 

















 


AMENDMENT

CALIFORNIACARE MEDICAL SERVICES AGREEMENT


 


(ii)                                  PARTICIPATING MEDICAL GROUP shall receive a
payment of *** PMPM (not adjusted for Member Age/Sex Factors or Plan Factors)
for each female Member, fifteen (15) years old or above, assigned to PARTICIPATING
MEDICAL GROUP who is entitled under her Benefit Agreement to Direct Access to
only PARTICIPATING MEDICAL GROUP Physicians who specialize in
Obstetrics/Gynecology.


 


Upon
acceptance of the parties, this Amendment, as of the date specified on page one
hereof, shall become a part of this Agreement, and all provisions of the
Agreement not specifically inconsistent herewith shall remain in full force and
effect.


 


 


	
  BLUE CROSS OF CALIFORNIA

  	
   

  	
  PARTICIPATING MEDICAL GROUP

  
	
   

  	
   

  	
   

  
	
  /s/ Barry Ford

  	
   

  	
  /s/ Gregg De Nicola

  
	
  Signature

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Barry
  Ford

  	
   

  	
  Gregg De Nicola

  
	
  Print
  Name

  	
   

  	
  Print
  Name

  
	
   

  	
   

  	
   

  
	
  Vice
  President,

  	
   

  	
   

  
	
  Network
  Development/Management

  	
   

  	
  President

  
	
  Title

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6-25-97

  
	
  Date

  	
   

  	
  Date