Exhibit 10.11


 


MANAGEMENT SERVICES AGREEMENT


 


THIS MANAGEMENT SERVICES AGREEMENT (“Agreement”)
is made and entered info as of July 1, 1999, by and between PROSPECT
MEDICAL SYSTEMS, INC., a Delaware corporation (“Manager”), and AMVI/Prospect Medical Group, a California
professional partnership (“Partnership”).


 


RECITALS


 


A.                                   Partnership is a California partnership
created by that certain Partnership Agreement dated July I, 1999 (the “Partnership Agreement”), comprised of two
partners, both professional medical corporations duly organized under the laws
of the State of California.  The
partners in the Partnership are AMVI/IMC Health Network, Inc., A Medical
Corporation and Santa Ana/Tustin Physicians Group, Inc.


 


B.                                     Partnership has entered into an agreement (the
“CalOPTIMA Agreement”) with
CalOPTIMA (“CalOPTIMA”) for the
arrangement of the provision of health care services to enrollees of CalOPTIMA
(the “CalOPTIMA Practice”).


 


C.                                     Manager has special expertise and experience
in the operations and management aspects of independent practice associations
and medical groups of the type operated or intended to be operated by
Partnership.


 


D.                                    Partnership desires to devote all of its time
to arranging for the delivery of health care services to CalOPTIMA enrollees,
and in connection therewith desires to obtain the professional assistance of
Manager in managing the business aspects of the CalOPTIMA Practice.


 


E.                                      Manager desires to provide Partnership with
the necessary support to manage the business aspects of the CalOPTIMA Practice,
including but not limited to clerical and billing services, claims pursuit and
collection, cash flow management, and general administrative services
(collectively, “Management Services”),
to enable Partnership to concentrate on the development and implementation of
the professional aspects of the CalOPTIMA Practice.


 


NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter
set forth and in exchange for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:


 


AGREEMENT


 


1.                                      MANAGER RESPONSIBILITIES.


 


1.1.                              During the term of this Agreement,
Partnership appoints and engages Manager to serve as its exclusive manager and
administrator of all non-physician or non-professional functions and services
relating to the operation of the CalOPTIMA Practice, and Manager agrees to
furnish to Partnership those management services set forth below.  Notwithstanding such appointment and
engagement, Partnership will have exclusive authority and control over the
professional aspects of the CalOPTIMA Practice.


 

















 


1.1.1.                     General Administrative
Services.  Manager shall provide general business
management, administration and supervision for the business operations of the
CalOPTIMA Practice, which shall include secretarial and other office personnel
support services, administrative record keeping, and other similar
administrative services required in the day-to-day operations of the CalOPTIMA
Practice.


 


1.1.2.                     Accounting and Financial
Management Services.  Manager shall provide the following
accounting and financial management services:


 


1.1.2.1.            Manager shall, in consultation with
Partnership, recommend an annual budget for the Partnership’s CalOPTIMA
Practice, which budget shall reflect in reasonable detail anticipated revenues
and expenses;


 


1.1.2.2.            Manager shall, in consultation with
Partnership, establish bank accounts in the name of Partnership (“Accounts”) for the deposit of all sums
received by Partnership for services provided to CalOPTIMA enrollees.  Partnership agrees that Manager shall have
the authority to endorse all checks made payable to Partnership and deposit
checks and funds received by Partnership in the Divisional Accounts of the
Partnership, and Manager shall endorse and deposit such checks and funds, as
directed by the Partnership.  Manager
shall further have the authority to make transfers of funds to Accounts and,
further, Manager shall have the authority to sign checks and, with the consent
of the Partnership’s Managing Partner, stop payment on any checks drawn on
Accounts.  Notwithstanding anything in
the foregoing to the contrary, all checks drawn on Partnership’s Accounts shall
require the consent of Partnership’s Managing Partner;


 


1.1.2.3.            Manager agrees to reconcile checks written
with bank statements on a monthly basis and notify the Partnership’s Managing
Partner of any problems;


 


1.1.2.4.            Manager agrees to make recommendations
regarding check signature approvals and banking procedures of Partnership;


 


1.1.2.5.            Manager agrees to prepare balance sheets and
income statements on a monthly basis for the Partnership and each of the
Partnership’s divisions in accordance with the terms of the Partnership
Agreement.  Such financial statements
shall not be audited statements. 
Manager agrees to cooperate fully with any annual or other audit
Partnership or any of Partnership’s partners obtains (at its or their sole cost
and expense) by an independent public accountant selected by Partnership or any
partner;


 


1.1.2.6.            Manager shall receive and deposit on a timely
basis into the Partnership Account capitation and other payments received by
Partnership;


 


1.1.2.7.            Manager shall calculate primary care
capitation and specialty, ancillary and other payable claims based on the
records provided by CalOPTIMA and shall prepare checks to pay such amounts due
and shall mail said payments to the respective providers;


 


1.1.2.8.            Manager shall monitor CalOPTIMA enrollees
exceeding stop loss deductibles and communicate with CalOPTIMA in writing to
seek reimbursement on behalf of Partnership;


 


1.1.2.9.            Manager shall bill on behalf of Partnership
other payors for coordination of benefits and other third party liability
payments according to the terms of the CalOPTIMA Agreement;


 


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1.1.2.10.      Manager shall administer capitation and other distributions from
CalOPTIMA including, without limitation, auditing and monitoring of risk pools,
negotiating settlement of Partnership’s share of such pools and establishment
and maintenance of incurred but not reported (“IBNR”) reserves for Partnership;


 


1.1.2.11.      Manager shall monitor any other revenue receipt programs CalOPTIMA and
others may have (such as California Children’s Services) including, but not
limited to, pre-existing pregnancy recovery, and seek reimbursement from
CalOPTIMA on behalf of Partnership;


 


1.1.2.12.      Manager shall assist Partnership in establishing and administering a
system to establish and adjust reserves for medical expenses.


 


1.1.3.                     Office Service; Billing. 
Manager shall provide bookkeeping and accounting services, including,
without limitation, maintenance, custody and supervision of Partnership’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 Partnership, as well as all reports and forms
required by applicable third party payors. 
Partnership shall at all times have the ultimate responsibility for
setting all fees for professional services provided to patients of the
CalOPTIMA Practice, as well as negotiating with CalOPTIMA.  All billings for services rendered to
patients by the CalOPTIMA Practice shall be made under Partnership’s name and
provider number(s), and Manager shall act as Partnership’s agent in the
preparation, rendering and collection of such billings.  Partnership hereby appoints Manager for the
term hereof as its true and lawful agent for the following purposes:


 


1.1.3.1.            to bill patients, if appropriate per
CalOPTIMA guidelines, in Partnership’s name and on its behalf;


 


1.1.3.2.            to collect accounts receivable generated by
such billings in Partnership’s name and on Partnership’s behalf;


 


1.1.3.3.            to submit, process and collect all claims for
payment to, and receive on behalf of Partnership payments from, CalOPTIMA;


 


1.1.3.4.            to take possession of, endorse and deposit in
the name and on behalf of Partnership to one or more Accounts designated by
Partnership any notes, checks, money orders, insurance payments, and any other
instruments received as payment of accounts receivable;


 


1.1.3.5.            Manager shall regularly determine which of
Partnership’s accounts receivable are past due and shall perform appropriate
follow-up procedures to collect on those accounts.


 


1.1.3.6.            Manager shall take such steps as are
necessary or appropriate to ensure that all claims are complete and accurate,
and are prepared and submitted in accordance with all applicable, laws, rules
and regulations;


 


1.1.3.7.            Manager shall assist Partnership in
developing an accounts receivable policy;


 


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1.1.3.8.            Manager shall respond to all patient and
third party correspondence and telephone calls related to accounts receivables
management and billing services, except for complaints concerning medical care
which is responsibility of the Partnership. 
Manager shall promptly advise the Partnership of complaints concerning
medical care in order to assist in the preparation of a response from the
Partnership;


 


1.1.3.9.            Partnership or its designee and any partner
or such partner’s designee has the right to review, audit or examine Manager’s
books and records relating to the Partnership and/or the CalOPTIMA Practice at
the office of Manager during normal business hours;


 


1.1.3.10.      Manager shall reconcile amounts received to determine under-payments
and to recoup over-payments; and


 


1.1.3.11.      Manager shall establish and implement the voluntary compliance program
for third party medical billing companies published November 30, 1998 by
the United States Department of Health and Human Services, Office of the
Inspector General.


 


1.1.4.                     Claim Settlement;
Exculpation.  Manager shall provide the Partnership with a
weekly report of those claims which Manager recommends to compromise, settle,
write off or not to appeal a denial thereof, and the Partners shall make a
determination of the disposition thereof which shall be communicated to, and
implemented by, Manager.


 


1.1.5.                     Financial Reports.  Manager shall furnish to Partnership monthly and annual financial
reports reflecting the Partnership’s financial status including, but not
limited to, aging reports, balance sheets, income statements, writeoffs, adjustments
and settlements, and such other reports as Partnership reasonably determines to
be necessary.


 


1.1.6.                     Provider Contract
Administration.  During the term of this Agreement, Manager
shall provide the following provider contract administration services to
Partnership:


 


1.1.6.1.            Identify and solicit participation of health
care providers identified by the Partnership as necessary for Partnership
operations, if and as requested by the Partnership;


 


1.1.6.2.            Review and make recommendations regarding the
business terms of agreements between Partnership and Participating Providers,
if and as requested by the Partnership;


 


1.1.6.3.            Make recommendations regarding compensation
to Participating Providers;


 


1.1.6.4.            Make recommendations, in consultation with
the Partnership, for the development of guidelines for the selection, hiring or
firing of Participating Providers;


 


1.1.6.5.            Make recommendations regarding the definition
of primary, specialty and ancillary services;


 


1.1.6.6.            Instruct all Participating Providers and
their office staffs regarding established Partnership policies and procedures
at least annually, or more frequently as such policies and procedures may be
changed;


 


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1.1.6.7.             Coordinate, with the approval of the
Partnership, the preparation, negotiation and renewal of Partnership
Participating Provider Agreements with Participating Providers.


 


1.1.7.                     Administer Enrollee
Eligibility Process.  Manager shall provide the following services
regarding administration of the enrollee eligibility process:


 


1.1.7.1.            Maintain and update a current eligibility
list of CalOPTIMA enrollees under the CalOPTIMA Agreement.


 


1.1.7.2.            Verify eligibility on claims and referrals
based on the most current information provided by CalOPTIMA;


 


1.1.7.3.            Administer system for retroactive eligibility
determination and assist Partnership in identifying outstanding accounts
receivable from ineligible patients, and bill for services to any ineligible
patients.


 


1.1.8.                     Utilization
Management/Quality Assurance.  Manager agrees to provide the following
administrative services regarding utilization management and quality assurance.


 


1.1.8.1.            Manager shall develop and recommend a
utilization and quality management plan that meets CalOPTTMA’s
requirements.  Partnership agrees,
following review of Manager’s recommendations, to adopt a Partnership
utilization and quality management plan.


 


1.1.8.2.            Manager shall implement systems, programs and
procedures necessary for Partnership and Participating Providers to perform
utilization and quality management.


 


1.1.8.3.            Manager shall recommend procedures for prior
authorization of elective, urgent and emergent out-patient ambulatory surgery
and hospital procedures in accordance with the utilization and quality
management plan;


 


1.1.8.4.            Manager shall assist Partnership with
prospective, concurrent and retrospective review of medical procedures in
accordance with the utilization and quality management plan;


 


1.1.8.5.            Manager shall provide the Partnership data
regarding the use of outpatient and inpatient services by Participating
Providers and economic profiling on each Participating Provider;


 


1.1.8.6.            Manager shall provide data regarding the use
of noncontracting providers;


 


1.1.8.7.            Manager shall provide secretarial and
administrative support to the Medical Director and the Divisional and Plan
UR/QA Committees of Partnership and such other committee of the Partnership as
the Partnership requests;


 


1.1.8.8.            Manager shall assist Medical Director and the
UR/QA Committee in responding to CalOPTIMA enrollee grievances based on the
instructions of the Medical Director;


 


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1.1.8.9.            Manager shall provide staff assistance to
Partnership in the credentialing process Partnership is required to conduct to
assure that providers have current licenses and medical staff privileges.


 


1.1.9.                     Equipment and Supplies.  Manager shall be responsible, at its sole cost and expense, for all
equipment, supplies and personnel necessary for it to perform its duties under
this Agreement.


 


1.1.10.               [Intentionally Omitted]


 


1.1.11.               Professional and Other
Services.  Manager shall be responsible for arranging
and paying for payroll, legal and accounting services related to Partnership
operations in the ordinary course of business (but excluding any expense
incurred in any contract disputes or malpractice suits (if any)).                  •.


 


1.1.12.               Enrollee and Provider
Services.  Manager shall be responsible for providing
adequate staffing and other resources, as appropriate, to ensure adequate
responses to enrollee and Provider concerns, questions, grievances, etc.


 


1.2.                           Personnel.  Manager shall employ or contract with and provide all necessary
nonphysician personnel, including administrative, bookkeeping, quality
assurance, utilization review, claims processing, secretarial and clerical
personnel as are reasonably necessary for the conduct of the CalOPTIMA Practice
(collectively, “Manager Personnel”).  Manager shall be responsible for hiring and
firing all Manager Personnel and shall determine and be responsible for the
payment of all compensation, withholding requirements, fringe benefits and
insurance coverage to or for the benefit of all Manager Personnel.  Manager shall prepare and file 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 for all Manager Personnel.  Manager shall, in its sole and absolute
discretion, determine the types and numbers of personnel and the number of
hours and schedules of said personnel it determines are necessary or
appropriate to provide the administrative and management services to be
provided pursuant to this Agreement. 
Manager shall provide such personnel at its sole cost and expense and
such personnel may, at the sole and absolute discretion of Manager, be
employees or independent contractors of Manager.  Manager shall have sole control over promotion and employee
disciplinary and termination matters with respect to Manager Personnel,
Notwithstanding anything to the contrary stated herein, Partnership shall have
the right to require Manager to remove immediately from performing services for
or on behalf of Partnership any Manager Personnel that Partnership determines,
in its sole discretion, is detrimental to the Partnership or the CalOPTIMA
Practice.


 


1.3.                               Insurance.  Manager shall maintain, at its, sole cost and expense, general
liability insurance and errors and omissions insurance in coverage amounts of
not less than One Million Dollars ($1,000,000) per occurrence and Ten Million
Dollars ($10,000,000) in the aggregate. 
The aforedescribed insurance shall be issued by a company or companies
authorized to do business in California with a financial rating of at least
A:12 or better in “Best’s Key Rating Guide” or its equivalent.  At Partnership’s request, Manager shall
provide such proof as Partnership shall request that such insurance is in
effect.


 


1.4.                               Manager is hereby expressly authorized by
Partnership to perform all services required of Manager pursuant to the terms
of this Agreement in the manner Manager deems reasonable and appropriate to
meet the day-to-day requirements of Partnership.


 


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1.5.                             Upon the written request of Partnership,
Manager shall provide or arrange for the provision of additional services,
beyond those described or referred to herein. 
Any additional services provided by Manager are subject to Manager’s
capacity and availability to provide the services so requested.  Should Manager provide such additional
services, Partnership agrees to pay Manager for such services at a mutually
agreed upon rate of compensation.


 


1.6.                             Notwithstanding any other provision contained
herein, Manager shall not be liable to Partnership and shall not be deemed to
be in default hereunder for the failure to perform or provide any of the
services, personnel or other obligations to be performed or provided by Manager
pursuant to this Agreement if such failure is a result of collective
bargaining, a labor dispute, act(s) of God, or any other event which is beyond
the reasonable control of Manager or which was not reasonably foreseeable by
Manager.


 


2.                                      RESPONSIBILITIES OF
PARTNERSHIP.


 


2.1.                                Partnership covenants and agrees that, at all
times during the term of this Agreement and any extension thereof, it shall
conduct all activities required by its Partnership Agreement.


 


2.2.                                 Partnership shall, at its sole cost and
expense, procure and maintain at all times during the term of this Agreement
comprehensive general and professional liability insurance covering all
activities of Partnership directly or indirectly relating to Partnership, each
policy in a minimum amount of One Million Dollars ($1,000,000) per occurrence
and Three Million Dollars ($3,000,000) in the aggregate.  The aforedescribed comprehensive general and
professional liability insurance shall be issued by a company or companies
authorized to do business in California with a financial rating of at least
A:12 or better in “Best’s Key Rating Guide” or its equivalent.  In the event Partnership procures a “claims
made” policy as distinguished from an “occurrence” policy, Partnership shall
procure and maintain at its sole cost and expense, prior to termination of such
insurance, “tail” coverage to continue and extend coverage complying with this
Agreement after the end of the “claims made” policy.  Upon reasonable request from Manager, Partnership shall cause to
be issued to Manager proper certificates of insurance, evidencing that the
foregoing provisions of this Agreement have been complied with.


 


3.                                      TERM; TERMINATION.


 


3.1.                                  Term.  The term of this Agreement (the “Term”)
shall commence on the date hereof and shall expire on the first annual anniversary
hereof (i.e., as of the close of
business on June 30, 2000) unless earlier terminated as provided
below.  The term of this Agreement shall
be automatically extended for additional terms of one (1) year each (subject to
earlier termination as hereafter provided), unless either party delivers to the
other party, not less than thirty (30) days prior to the expiration of the
preceding term, written notice of such party’s intention not to extend the term
of this Agreement.


 


3.2.                              Termination for Cause.


 


3.2.1.                     Either party may terminate this Agreement for
cause at any time during the Term effective immediately upon written notice
(except as otherwise provided below) to the other party.  For purposes of this Section 3.2.1
“cause” shall include, without limitation, a material breach of this Agreement
by the other party (including, without limitation, by failing to perform any
material obligation required by such party hereunder) which breach is not cured
as provided hereafter in Section 3.2.2.


 


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3.2.2.                     In the event of a breach of this Agreement,
the breaching party shall have ten (10) business days from notice thereof to
cure the breach; provided, however, that if the nature of such
breach is such that more than ten (10) business days reasonably are required
for its cure, then the breaching party shall not be considered to be in breach
if such party commenced such cure efforts immediately within said ten (10)
business day period and thereafter diligently and in good faith prosecutes such
cure to completion not later than thirty (30) calendar days after the breach; and
provided  further, that for a breach by a party of any obligation
to pay money, only a five (5) day cure period shall apply.


 


Furthermore,
notwithstanding anything in the foregoing to the contrary: (i) the breaching
party shall commence to cure immediately and shall attempt to complete a cure
as quickly as possible; (ii) should a party cease such party’s efforts to cure,
the cure period shall terminate one (1) business day after such cessation;
(iii) no party shall have the right to cure or undertake to cure a breach if
the breach is of such a materially adverse nature as to cause substantial harm
to the nonbreaching party which may not be fully and completely cured within
the time periods provided; (iv) the breaching party shall be liable in damages
to the nonbreaching party for any damages caused by the breach which damages
are not fully and completely cured within the applicable time period; (v) no party
shall have the right to avail itself of the cure provisions hereunder more than
two (2) times for any and all breaches of any obligation to pay money; and (vi)
except as provided in the immediately preceding subsection (v) regarding
breaches of obligations to pay money, no party shall have the right to avail
itself of the cure provisions hereunder more than one (1) time for a material
breach of this Agreement, it being the express understanding and agreement of
the parties that no party shall have the right, either intentionally or
unintentionally, to engage in recurring material breaches of this Agreement
regardless of such party’s ability or success in curing each such breach.


 


3.3.                              Termination for
Jeopardy.  In the event the performance by either party hereto
of any term, covenant, condition or provision of this Agreement should be
determined by a state or federal court or governmental agency or court of law
to be in violation of any statute, ordinance, or be otherwise deemed illegal (“Jeopardy Event”), then the parties shall
use their best efforts to meet forthwith and attempt to negotiate an amendment
to this Agreement to lawfully remove or negate the effect of the Jeopardy
Event.  In the event the parties are unable
to negotiate such an amendment within thirty (30) days following written notice
by either party of the Jeopardy Event, then Partnership may terminate this
Agreement immediately upon written notice.


 


3.4.                               Termination for
Insolvency.  Either party may terminate this Agreement if
the other party shall apply for or consent to the appointment of a receiver,
trustee or liquidator in bankruptcy, make a general assignment for the benefit
of creditors, file a petition or answer seeking reorganization or arrangement
with creditors, or take advantage of any bankruptcy, insolvency,
reorganization, moratorium or other law for the benefit of creditors, or if any
order, judgment, or decree shall be entered by any court of competent
jurisdiction on the application of a creditor or otherwise adjudicating the other
party bankrupt or approving a petition seeking reorganization of the other
party or appointment of a receiver, trustee or liquidator of the other party of
all or a substantial part of its assets, and such order, judgment or decree
shall continue in effect for sixty (60) calendar days after its entry,
termination shall be effective automatically and immediately upon the
occurrence of the foregoing.


 


3.5.                                 Automatic Termination.  This Agreement shall automatically terminate upon the dissolution of
Partnership, or effective upon the effective date of the termination (if any)
of the CalOPTIMA Agreement.


 


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3.6.                               Termination Without Cause.  Either party may terminate this Agreement at any time
without cause upon ninety (90) days’ advance written notice to the other
party.  The parties acknowledge and
agree that this Agreement and the relationship created hereby is “AT WILL.”


 


4.                                      EFFECT
OF TERMINATION.


 


4.1.                              In
the event of termination of this Agreement for any reason, Manager shall be
entitled to any portion of its Management Fee for the period through the
effective date of termination which remains unpaid at such time, and to recover
from Partnership any unrecouped advances that may have been made by Manager to Partnership
as of the date of termination.  All such
amounts shall be paid to Manager within thirty (30) days following
termination.  Except as provided herein,
Manager shall not be entitled to any other amounts whatsoever on account of its
services under this Agreement.


 


4.2.                              Notwithstanding
anything in the foregoing to the contrary, Partnership shall have the right to
offset any damages suffered by reason of Manager’s breach of this Agreement
against any amounts due to Manager from Partnership hereunder.


 


4.3.                              Upon
termination of this Agreement, Manager shall return to Partnership all books,
records, charts, fee slips, remittances, EOB’s, billing statements, patient
account information, utilization and quality management data, encounter data,
bank deposit slips, checks, Participating Provider data, accounting and
financial data, correspondence, notes, reports, and any other information or
data, in any form or format, related to Partnership’s business, the CalOPTIMA
Practice and the services provided by Manager (collectively, the “Records”) which are in Manager’s
possession, custody or control.  Manager
shall also provide a computer tape and printout of all Partnership’s records
maintained in Manager’s computer system and shall convert such computerized
records to a computer disk that translates the information into a program
compatible with Partnership’s computer system, along with all accompanying
documents.  Manager shall not retain any
Records without Partnership’s prior written consent (signed by a representative
of both Partners), except that Manager may maintain copies of records to the
extent required by applicable law. 
Manager shall at all times maintain in strictest confidence and shall
not disclose to anyone, use or copy, whether directly or indirectly, any of
such Records except as required by law.


 


5.                                       REPRESENTATIONS
AND WARRANTIES OF PARTNERSHIP.  The
following representations and warranties of Partnership are made to Manager for
the purpose of inducing Manager to enter into this Agreement.  Partnership represents and warrants as
follows:


 


5.1.                                 Partnership
is a partnership duly organized, validly existing and in good standing under
the laws of the State of California and has all necessary powers to own its
properties and to operate pursuant to its Partnership Agreement.


 


5.2.                                 Partnership
has all requisite power to execute, deliver and perform this Agreement.  Neither the execution and delivery of this
Agreement, nor the consummation and performance of the transaction contemplated
in this Agreement, shall constitute a default or an event that would constitute
a default under, or violation or breach of, Partnership’s Partnership Agreement
or any license, lease, franchise, mortgage, instrument, or other agreement to
which Partnership may be bound.


 


5.3.                                 Partnership
has furnished Manager a full and complete copy of: (i) Partnership’s
Partnership Agreement, and (ii) a sample Physician Provider Agreement for
participating


 


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providers.  Following execution thereof, Partnership
shall provide, or cause to be provided to Manager, a copy of Partnership’s
agreement with CalOPTIMA and copies of all executed physician provider
agreements which Manager may not already have in its possession.


 


5.4.                              Partnership has materially complied with, and
is not in material violation of, applicable federal, state or local statutes,
laws and regulations relating to Partnership’s business the failure to comply
with which would have a material adverse affect upon Manager.


 


5.5.                                 Partnership has obtained and currently
maintains all necessary licenses, permits, contracts, and approvals required by
federal, state or local statutes and regulations for the proper conduct of the
business of the Partnership as it is now being conducted, except that the
Partnership has not obtained approval from the Medical Board of California to
use the name AMVI/ Prospect Medical Group.


 


5.6.                                 There is no action, suit, proceeding,
investigation or litigation outstanding, pending or, to the best of
Partnership’s knowledge, threatened against or involving Partnership, affecting
Partnership other than routine patient collection matters and professional
liability cases adequately covered by insurance.


 


5.7.                                 Partnership represents and warrants that it
shall materially comply with all material applicable governmental laws,
regulations, ordinances, and directives, the failure to comply with which would
have a material adverse affect on Partnership’s business


 


6.                                       REPRESENTATIONS
AND WARRANTIES OF MANAGER.  The
following representations and warranties of Manager are made to Partnership for
the purpose of inducing Partnership to enter into this Agreement.  Manager represents and warrants as follows:


 


6.1.                                 Manager is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and is qualified to do business in California, and has all necessary corporate
powers to own its properties and to operate pursuant to its corporate purposes.


 


6.2.                                 Manager has all requisite power to execute,
deliver and perform this Agreement. 
Neither the execution and delivery of this Agreement, nor the
consummation and performance of the transaction contemplated in this Agreement,
shall constitute a default, or an event that would constitute a default under,
or violation or breach of, Manager’s Articles of Incorporation, Bylaws or any
license, lease, franchise, mortgage, instrument, or other agreement to which
Manager may be bound.


 


6.3.                                 Manager has materially complied with, and is
not in material violation of, applicable federal, state or local statutes, laws
and regulations relating to Manager’s business the failure to comply with which
would have a material adverse affect upon Partnership.


 


6.4.                                 Manager has obtained and currently maintains
all necessary licenses, permits, contracts, and approvals required by federal,
state or local statutes and regulations for the proper conduct of the business
of Manager as it is now being conducted.


 


6.5.                                 There is no action, suit, proceeding,
investigation or litigation outstanding, pending or, to the best of Manager’s
knowledge, threatened, against or involving Manager.  Manager agrees to immediatly notify Partnership, in writing, of
any actual future suits, proceedings, investigations or litigation or any
regulatory inquiries or any potential or threatened investigation, suit,
proceeding, action or litigation of or involving Manager or Partnership.


 


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6.6.                               Manager represents and warrants that it shall
materially comply with all material applicable governmental laws, regulations,
ordinances, and directives, the failure to comply with which would have a
material adverse affect on Manager’s business


 


6.7.                              All of Manager’s computer systems are Y2K
compliant.


 


6.8.                               Manager is and shall be responsible for the
acts and omissions of its employees, contractors, agents, and
representatives.  In the event
Partnership is required to pay any interest, penalties, fees, fines, expenses,
settlements, or judgments (collectively, “Liabilities”)
due to the acts or omissions of Manager’s employees, contractors, agents or
representatives, Manager shall immediately reimburse Partnership in the amount
of such Liabilities including, without limitation, Partnership attorneys’ fees
in litigating, defending, negotiating or otherwise dealing with such
Liabilities.


 


7.                                      MANAGER COMPENSATION.


 


7.1.                            As Manager’s total compensation under this
Agreement (the “Management Fee”)
for Manager’s performance of all of its obligations and responsibilities as
designated or referred to in this Agreement, Manager shall be entitled solely
and exclusively to an amount equal to Four Dollars and 70/100 ($4.70) per
CalOPTIMA enrollee per month; provided however as follows: the amount of such
compensation due to Manager shall be calculated on a Partnership Divisional
basis so that each Partner shall be responsible for paying its share of such
fee based upon the number of CalOPTIMA enrollees attributable to such Partner’s
division of the Partnership, and provided, further, that in the event there is
any reduction in such rate payable by any division of the Partnership, such as
pursuant to any risk sharing agreements between the Partnership or any division
of the Partnership reducing such rate, the rate payable to Manager by such
division shall also be reduced on a comparable basis.  (For example, if the AIH and SATPG divisions of the Partnership
each have 1000 enrollees (i.e., the Partnership has a total of 2,000 CalOPTIMA
enrollees), Manager’s monthly fee for that month shall be a total of Nine
Thousand Four Hundred Dollars ($9,400) (i.e., 2000 enrollees multiplied by
$4.70).  If, subsequently, the AIH
division of the Partnership negotiates a reduction in a risk sharing agreement
with the hospitals resulting in an increased institutional/hospital management
fee of $3.34 per enrollee per month, then the new Management Fee for the AIH
Division of the Partnership shall be reduced from $4.70 to $4.36 per enrollee
per month so that if each division remains with 1,000 enrollees then Manager’s
total Management Fee shall be reduced to $9,060 per month of which the AIH
division shall pay $4,360 and the SATPG division shall pay $4,700.)).  In the event of any retroactive reduction,
the adjustment to the Management Fee shall also be retroactive and shall reduce
any future Management Fee payments until the full amount of the adjustment has
been effectuated.  The Management Fee
shall not include any percentage or portion of any other funds recovered or
CalOPTIMA bonuses such as stop loss, CCS, COB, etc., or any other amounts.


 


7.2.                               In exchange for Manager’s compensation,
Manager shall be accountable to ensure Partnership achieves the acceptable
scores on all audits and regulatory requirements (such as an 80% score on the
annual CalOPTIMA audit).  The
Partnership’s Managing Partner shall have the option to impose financial and
other sanctions on Manager should Manager fail to meet such standards.


 


8.                                      RECORDS.


 


8.1.                              All medical records and documents, including
reports, x-rays, and other similar types of reports for patients of
Partnership’s Participating Providers shall be the property of Partnership’s
Participating Providers.  Partnership
agrees to require Partnership’s Participating


 


11

















 


Providers to allow Manager
and its duly authorized representatives to inspect, audit and duplicate any
data or records necessary for Manager to perform its duties pursuant to this
Agreement.  Partnership and Manager
shall comply with all applicable federal, state, and local laws and regulations
pertaining to the confidentiality of said medical records.


 


8.2.                               All records, information, and other data
contained in any systems of Manager relating to the Partnership’s business is
and shall be and remain the property of the Partnership and shall be
immediately returned to Partnership upon any termination of this Agreement.


 


9.                                      INDEMNIFICATION.  Each party shall indemnify, defend and hold harmless the other and its
partners, and their respective officers, directors, agents, contractors,
representatives and employees, from and against any and all liability, loss,
damages, claims, causes of action, and expenses associated therewith
(including, without limitation, attorneys’ fees) caused, directly or
indirectly, by or as a result of any breach or inaccuracy in the
representations or warranties of such parry contained in this Agreement and any
failure by such party to perform its obligations contained in this
Agreement.  The provisions of this
section shall survive the expiration or earlier termination of this
Agreement.


 


The
indemnified party shall promptly notify the indemnifying party or parties of
the existence of any claim, demand, or other matter to which the
indemnification obligations would apply (the “Indemnified
Claim”), and shall give the indemnifying party or parties a
reasonable opportunity to defend the same at its or their own expense and with
counsel of its or their own selection, provided that the indemnified party
shall at all times also have the right to participate fully in the defense of
the Indemnified Claim, at the indemnified party’s own expense.  If the indemnifying party shall, within a
reasonable time after such notice fail to defend such claim, the indemnified
party shall have the right, but not the obligation, to undertake the defense
of, and to compromise or settle (exercising reasonable business judgment) such
Indemnified Claim on behalf, for the account, and at the risk and expense, of
the indemnifying party.


 


10.                               PROPRIETARY INFORMATION;
CONFIDENTIALITY.


 


10.1.                      At all times during the term hereof and
following the expiration or earlier termination of this Agreement, all trade
secrets and proprietary confidential information of Partnership including,
without limitation, all information regarding patient volumes, the names and
addresses of all patients and referral sources and all other patient
information, all business and financial information relating to Partnership’s
business (including, without limitation, financial statements, business plans,
expansion plans, marketing and public relations plans, the substance of any and
all strategic planning or other business meetings), all methods of operation of
the Partnership, all utilization and quality assurance, data, policies and
protocols, the contents and terms of the Partnership Agreement, and the terms,
contents and forms of all contracts and other business documents or information
of Partnership, whether currently or in the future developed or maintained by
Partnership and including any and all deletions, additions, modifications and
amendments thereto (collectively, “Partnership’s
Proprietary Materials”), whether prepared in whole or in part by
Manager, is and shall be the exclusive, sole and absolute property of
Partnership.  Both parties acknowledge and
agree that Partnership has developed Partnership’s Proprietary Materials at
significant expense, and that said Proprietary Materials are not available for
review or use by enrollees or the public. 
All of Partnership’s Proprietary Materials are and shall at all times
remain confidential and proprietary and constitute valuable trade secrets of
Partnership.  Except in the ordinary
course of performing its obligations under this Agreement and except upon
Partnership’s prior written consent (which consent must be signed by duly
authorized officers of both Partners of the Partnership), Manager shall not
disclose to anyone, use or copy, or take any such trade secrets or confidential
and proprietary information for Manager’s benefit or gain, either during the term
of


 


12

















 


this Agreement or at any
time after the termination hereof.  Upon
any expiration or earlier termination of this Agreement for any reason, Manager
shall not, without the prior written consent of Partnership (which consent must
be signed by duly authorized officers of both Partners of the Partnership),
take or use any of Partnership’s Proprietary Materials, and shall return to
Partnership all of Partnership’s Proprietary Materials in Manager’s possession,
custody or control.


 


10.2.                        At all times during the term hereof and
following the termination of this Agreement, Manager shall not, directly or
indirectly, interfere with, disrupt or attempt to interfere with or disrupt the
relationship, contractual or otherwise, between Partnership and any health care
provider or supplier, or between Partnership or any CalOPTIMA enrollees, or
between Partnership or any employee, independent contractor, consultant, agent
or contracting party of Partnership.


 


10.3.                         Manager acknowledges, understands and agrees
that Manager’s continuing breach of this provision would cause substantial and
irreparable harm to Partnership. 
Accordingly, in the event Manager breaches this provision, Partnership
shall be entitled to preliminary and permanent injunctive relief preventing any
further breaches by Manager and enforcing this provision and Manager hereby
consents to the issuance of such relief and hereby waives any requirements that
Partnership secure or post a bond in connection with Partnership’s obtaining
any injunctive or other equitable relief. 
In addition, Partnership shall be entitled to such damages from Manager
as Partnership can demonstrate it suffered by reason of Manager’s breaches
prior to the issuance of injunctive relief.


 


10.4.                         In the event that any part of the provisions
set forth above in this Section 10 shall be finally determined by any
court of competent jurisdiction to be invalid or unenforceable by reason of
extending for too great a period of time or by reason of being too extensive in
any other respect, and if such determination is upheld on appeal or no appeal
from such determination is taken, then these provisions shall automatically be
deemed amended so that the affected part of this Section 10 shall be interpreted
to extend only over the maximum period of time for which it may be enforceable
and/or to the maximum extent in all other respects as to which it may be
enforceable, all as determined by such court in such action.  Notwithstanding the foregoing, the
unaffected parts of this Section 10 shall remain in full force and effect
at all times during the period specified herein.


 


10.5.                         Except in the ordinary course of performing
its obligations under this Agreement and except upon Manager’s prior written
consent, Partnership shall not disclose to anyone, use or copy, or take any
trade secrets or confidential and proprietary information of Manager for
Partnership’s benefit or gain, either during the term of this Agreement or at
any time after the termination hereof. 
Upon any expiration or earlier termination of this Agreement for any
reason, Partnership shall not, without the prior written consent of Manager,
take or use any of Manager’s trade secret or confidential or proprietary
information, and shall return to Manager all such materials in Partnership’s
possession, custody or control, except that Partnership and any Partner may
retain copies and use such information and materials to the extent required by
law or as necessary to continue to perform its functions under the CalOPTIMA
Agreement or for other patient care.


 


10.6.                         Partnership agrees not to hire, engage or
contract with, either as an independent contractor, employee or in any other
capacity, any personnel of Manager, during the first twelve (12) months
following the effective expiration or termination date hereof, without
Manager’s prior written consent.


 


10.7.                         The provisions of this Section 10 shall
survive the termination of this Agreement.


 


13

















 


11.                           INDEPENDENT
CONTRACTORS.  The parties hereto acknowledge and agree that
the relationship created between Manager and Partnership is strictly that of
independent contractors.  Nothing
contained herein shall be construed as creating an employer/employee, partnership
or joint venture relationship between the parties.  Each party hereto shall be responsible for all compensation,
salaries, taxes, withholdings, contributions, benefits, and workers’
compensation insurance with respect to all personnel employed or contracted by
said party and shall indemnify, defend and hold harmless the other party and
its partners, officers, directors, agents, contractors, representatives and
employees from and against any and all liability, loss, damages, claims, causes
of action, and expenses associated therewith (including, without limitation,
attorneys’ fees) caused or asserted to have been caused, directly or
indirectly, by or as a result of same. 
The provisions of this Section shall survive the expiration or
earlier termination of this Agreement.


 


12.                               MISCELLANEOUS.


 


12.1.                        No Third Party
Beneficiaries.  The parties intend that the benefits of this
Agreement shall inure only to Manager and Partnership and not to any third
person, except as expressly so stated herein. 
Notwithstanding anything contained herein, or any conduct or course of
conduct by any party hereto, before or after signing this Agreement, this
Agreement shall not be construed as creating any right, claim or cause of
action against either Manager or Partnership by any other person or entity.


 


12.2.                        Entire Agreement.  This Agreement, together with all exhibits and schedules hereto, and
all documents referred to herein, constitutes the entire agreement between the
parties with respect to the subject matter hereof, supersedes all other and
prior agreements on the same subject, whether written or oral, and contains all
of the covenants and agreements between the parties with respect to the subject
matter hereof.  Each party to this
Agreement acknowledges that no representations, inducements, promises, or
agreements, orally or otherwise, have been made by the other party(ies), or by
anyone acting on behalf of any party, that are not embodied herein, and that no
other agreement, statement, or promise not contained in this Agreement shall be
valid or binding.


 


12.3.                        Successors and Assigns.  Notwithstanding any other provision of this Agreement, neither party
may assign this Agreement or assign its rights or delegate its duties under
this Agreement without the prior written consent of the other party.  This Agreement binds the successors, heirs,
and authorized assignees and delagees of the parties.


 


12.4.                        Counterparts.  This Agreement, and any amendments thereto, may be executed in
counterparts, each of which shall constitute an original document, but which
together shall constitute one and the same instrument.


 


12.5.                        Headings.  The section headings contained in this Agreement are inserted for
convenience only and shall not effect in any way the meaning or interpretation
of this Agreement.


 


12.6.                        Notices.  Any notices required or permitted to be given hereunder by either party
to the other shall be in writing and shall be deemed delivered upon personal
delivery or delivery by electronic facsimile; twenty-four (24) hours following
deposit with a courier for overnight delivery; or seventy-two (72) hours
following deposit in the U.S. Mail, registered or certified mail, postage
prepaid, return-receipt requested, addressed to the parties at the following
addresses or to such other addresses as the parties may specify in writing:


 


14

















 


If to Partnership:       AMVI/Prospect Medical Group

10362 Bolsa Avenue

Westminster, CA 92683

Attention: Co D.L.  Pham, M:D.


 


If to Manager:                    Prospect Medical Systems, Inc.

1920 East 17th Street, Suite 200

Santa Ana, CA 92705-8626

Attention: President


 


12.7.                        Governing Law.  This Agreement shall be governed by and construed in accordance with
the laws of the State of California.


 


12.8.                        Amendment.  This Agreement may be amended at any time by agreement of the parties,
provided that any amendment shall be in writing and executed by both parties.


 


12.9.                        Severability.  If any provision of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions will
nevertheless continue in full force and effect, unless such invalidity or
unenforceability would defeat an essential business purpose of this Agreement.


 


12.10.                  Exhibits and Schedules.  All exhibits and schedules attached to this Agreement are incorporated
herein by this reference and all references herein to “Agreement” shall mean
this Agreement together with all such exhibits and schedules.


 


12.11.                  Time of Essence.  Time is expressly made of the essence of this Agreement and each and
every provision hereof of which time of performance is a factor.


 


12.12.                  Attorneys’ Fees.  In the event of any dispute or disagreement arising under or in any way
relating to this Agreement (including, without limitation, any lawsuit, arbitration,
mediation or any other proceeding or action), unless otherwise provided or
authorized by statute, each party shall bear its attorneys’ fees and other
professional fees, costs and/or expenses and no party shall be entitled to
recover any such fees, costs and/or expenses from any other party for any
reason including, without limitation, regardless of whether a party is the
prevailing party in any legal action.


 


12.13.                  Further Assurances.  The parties shall take such actions and execute and deliver such
further documentation as may reasonably be required in order to give effect to
the transactions contemplated by this Management Services Agreement and the
intentions of the parties hereto.


 


12.14.                  Rights Cumulative.  The various rights and remedies herein granted to Manager or
Partnership shall be cumulative and in addition to any other rights Manager or
Partner ship, respectively, may be entitled to under law.  The exercise of one or more rights or
remedies shall not impair the right of Manager or Partnership to exercise any
other right or remedy, at law or equity.


 


12.15.                  Federal Social Security
Requirements.  Pursuant to Section 1395x(v)(l)(I) of
Title 42 of the United States Code, with respect to any services furnished
under the terms of this Agreement if the value or cost of which is Ten Thousand
Dollars ($10,000) or more over a twelve (12) month period, until the expiration
of four (4) years after the termination of this Agreement, Manager shall make
available upon written request to the Secretary of the United States Department
of Health and Human Services, or upon request by the Comptroller General of the
United States


 


15

















 


General Accounting Office,
or any of their duly authorized representatives, a copy of this Agreement and
such books, documents and records as are necessary to certify the nature and
extent of the costs of the services provided by Manager under this Agreement.


 


Manager
further agrees that in the event Manager carries out any of its duties under
this Agreement through a subcontract, with a value or cost of Ten Thousand
Dollars ($10,000) or more over a twelve (12) month period, such subcontract
shall contain a clause to the effect that until the expiration of four (4)
years after the furnishing of such services pursuant to such subcontract, the
subcontractor shall make available, upon written request to the Secretary of
the United States Department of Health and Human Services, or upon request to
the Comptroller General of the United States General Accounting Office, or any
of their duly authorized representatives, the subcontract and such books,
documents and records of such organization as are necessary to verify the
nature and extent of such costs.


 


[text and signature block continued on next page]


 


16

















 


12.16.              Mediation of Disputes.


 


12.16.1.         Prior to initiating litigation the party intending to commence
litigation shall give notice of its intention to do so (the “Litigation Notice”) to the other party and
the other party shall have the right to submit the issue to mediation before a
recognized independent mediation service in Los Angeles or Orange County,
California, Each party hereby agrees to actively participate in such mediation
and cooperate in good faith to resolve the dispute by mediation as quickly as
possible.  To this end the mediator
shall be directed to meet and confer with the parties and attempt to resolve
the dispute forthwith after his or her appointment and, if possible, within
five (5) business days.  In the event
the dispute is not resolved by mediation within thirty (30) days from the
Litigation Notice, the party which gave the Litigation Notice shall have the
right to commence legal action in a court of competent jurisdiction.


 


12.16.2.         Notwithstanding anything in the foregoing to the contrary, it is
expressly understood and agreed that neither party shall be required to
participate in mediation if the nature of the breach by the other party would
cause irreparable harm to the nonbreaching party or if mediation is
impracticable under the circumstances.


 


12.16.3..      Subject
to subsection 12.12 above regarding legal fees, etc., the cost of the
mediator (and any related costs incident thereto required by the mediator or
mediation service) shall be shared equally by the parties.


 


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


 


 


	
  “MANAGER”

  	
  “PARTNERSHIP”
  

  
	
   

  	
   

  
	
  PROSPECT
  MEDICAL SYSTEMS, INC.

  	
  AMVI/PROSPECT
  MEDICAL GROUP

  
	
   

  	
   

  
	
  By:

  	
  /s/ Jacob
  Terner

  	
   

  	
  By:

  	
  SANTA ANA/TUSTIN

  	
   

  
	
   

  	
  Jacob
  Terner, M.D.

  	
   

  	
   

  	
  PHYSICIANS
  GROUP, INC.  

  	
   

  
	
   

  	
  Its:

  	
  a.v

  	
   

  	
   

  	
  (Partner)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Jacob
  Terner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Jacob
  Terner, M.D.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  AMVI/IMC
  HEALTH NETWORK,

  INC., A MEDICAL

  CORPORATION

  (Partner)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  [Illegible] Pharm

  	
   

  
	
   

  	
   

  	
   

  	
  Co D.L.  Pham, M.D

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
  President

  	
   

  
											



 

















 


LIST OF EXHIBITS AND SCHEDULES


 


Exhibits


 


A                                      Power of Agency


 

















 


EXHIBIT “A”


 


POWER OF AGENCY


 

















 


EXHIBIT “A”


 


POWER OF AGENCY


 


This
Power of Agency is made and entered into in connection with that certain
Management Services Agreement (the “Agreement”)
dated as of the      day of
            , 1999,
between Prospect Medical Systems, Inc., a Delaware corporation (“Manager”), and AMVI/IMC Health Network,
Inc., a Medical Corporation, a California partnership (“Partnership”).


 


1.                                       Definitions.  Capitalized
terms used herein and not otherwise defined herein shall have the meaning
assigned to them in the Agreement.


 


2.                                        Power of Manager.  Partnership
hereby appoints the Manager as Partnership’s agent (“Agent”) to act for
Partnership and in Partnership’s name, place and stead solely for the purposes
of: (a) endorsing all checks made payable to Partnership for services provided
to CalOPTIMA enrollees; (b) taking all steps required to submit, process and
collect all claims for payment to CalOPTIMA; (c) receiving and depositing
capitation and other payments received by Partnership; and (d) engaging in such
other actions as may be approved in advance in writing by the Partnership’s
Managing Partner.


 


3.                                        Administration.  Agent
shall maintain in its files a copy of the CalOPTIMA contract.  Notwithstanding anything herein to the
contrary, Partnership shall look solely to CalOPTIMA for payment for medical
services and supplies and neither Manager nor any officer, employee, agent or
affiliate of Manager shall be liable for such payment.


 


4.                                        Term.  The term of this Power of Agency shall be
coextensive with the term of the Agreement


 


5.                                        Full Authority.  Agent
is hereby granted full authority to act in any manner proper and necessary or
convenient for the exercise of the foregoing powers.


 


IN
WITNESS WHEREOF, this Power of Agency is executed effective as of the day and
year first above written.


 


 


	
  “MANAGER”

  	
   

  	
  “PARTNERSHIP”
  

  
	
   

  	
   

  	
   

  
	
  PROSPECT
  MEDICAL SYSTEMS, INC.

  	
   

  	
  AMVI/PROSPECT
  MEDICAL GROUP

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  [Illegible]

  	
   

  	
  By:

  	
  SANTA ANA/TUSTIN
  PHYSICIANS 

  
	
   

  	
  Its:

  	
  CEO

  	
   

  	
   

  	
  GROUP, INC.  (Partner)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  [Illegible]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  AMVI/IMC HEALTH NETWORK,

  INC., A MEDICAL CORPORATION

  (Partner)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  [Illegible]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  President