Exhibit 10.80


 


AMENDMENT TO FORBEARANCE AGREEMENT


 


 


This Amendment
to Forbearance Agreement (“Amendment”) is effective as of the 30th  day of May, 2003 (the “Effective Date”) by
and between PROSPECT MEDICAL GROUP, INC., a California professional corporation
(“PMG”), and PROSPECT MEDICAL HOLDINGS, INC., a Delaware corporation (“PMH”).


 


a.                                       PMH
and PMG previously entered into a Forbearance Agreement dated as of January 25,
2002 (the “Forbearance Agreement”).


 


b.                                      Pursuant
to the terms of the Forbearance Agreement, PMH was obligated to arrange for the
execution of a continuing guaranty backed by collateral to secure payment of a
portion of the Debt as defined and described therein (the “Security”), in
exchange for PMG’s agreement to forbear on the collection of said Debt.


 


c.                                       The
parties desire to allow for a substitution of guarantors and collateral which
serves as the Security required by the Forbearance Agreement.


 


FOR GOOD AND
VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, PMH and
PMG agree to and hereby amend the Forbearance Agreement in the following
respects.


 


1.                                      References
to Continuing Guaranty and Deed of Trust. 
References to the  Continuing
Guaranty and the Deed of Trust in the Forbearance Agreement shall be modified
to mean references to that Continuing Guaranty and that Pledge Agreement
executed by Jacob Y. Terner, M.D. effective May 30, 2003.


 


2.                                      References
to Portion of Debt Being Collateralized. 
References to the  portion of the
Debt being collateralized shall be modified to mean that dollar amount which is
required to provide PMG with a positive net tangible equity (the “TNE
Guaranteed Amount”).  The TNE Guaranteed
Amount is derived by deducting the then net worth of PMG from the Debt. For the
fiscal year ended September 30, 2001, the Debt was $10,086,609 and the TNE
Guaranteed Amount was $4,250,000.  For
the fiscal year ended September 30, 2002, the TNE Guaranteed Amount had been
reduced to $3,616,400.


 


3.                                      Forbearance
Agreement Continued.  Except as
modified by this Amendment, the Forbearance Agreement is ratified and shall
continue in all respects.


 

















 


                                                IN
WITNESS WHEREOF, PMH and PMG have executed this Amendment as of the date set
forth above.


 


	
  “PMH”

  	
  “PMG”

  
	
   

  	
   

  
	
  PROSPECT MEDICAL HOLDINGS

  	
  PROSPECT MEDICAL GROUP

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ R.
  Stewart Kahn

  	
   

  	
  /s/ Jacob Y.
  Terner

  	
   

  
	
   

  	
  R. Stewart
  Kahn

  	
  Jacob Y.
  Terner, M.D.

  
	
   

  	
  Executive
  Vice President

  	
  Chief
  Executive Officer

  
					



 


2

















 


ACKNOWLEDGMENT OF GUARANTOR


 


 


The
undersigned Guarantor hereby acknowledges and consents to the terms of, and
consents to the execution, delivery and performance, of the Forbearance
Agreement, as amended by the Amendment, and further acknowledges that
Guarantor’s agreement to execute the Continuing Guaranty and the Pledge Agreement
is a material inducement to PMG to enter into the foregoing Amendment.


 


BY AFFIXING HIS SIGNATURE HERETO, GUARANTOR
REPRESENTS THAT HE HAS HAD AN OPPORTUNITY TO CONSULT WITH HIS OWN LEGAL COUNSEL
REGARDING THE TERMS OF THIS FORBEARANCE AGREEMENT, AS AMENDED, THE CONTINUING
GUARANTY AND THE PLEDGE AGREEMENT AND IS NOT RELYING ON MILLER & HOLGUIN,
LEGAL COUNSEL TO PROSPECT MEDICAL GROUP, INC., FOR LEGAL ADVICE IN CONNECTION
WITH THE EXECUTION, DELIVERY AND PERFORMANCE OF SUCH AGREEMENTS.


 


 


	
   

  	
  /s/ Jacob Y.
  Terner

  	
   

  
	
   

  	
  Jacob Y.
  Terner, M.D.

  



 


3