Exhibit 10.104


 


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 “ASSIGNEE”) and Blue Cross of California and its Affiliates
(hereinafter “BLUE CROSS”).


 


RECITALS


 


A.            ASSIGNOR and BLUE CROSS have entered into that
certain CaliforniaCare 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
parties 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/ Shinto

  
	
  Signature

  	
  Signature

  
	
   

  	
   

  
	
  BARRY FORD

  	
   

  	
  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

  	
   

  
	
   

  	
   

  
	
  9-9-03

  	
   

  	
   

  
	
  Date

  	
   

  



 


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