"ALL SECTIONS MARKED WITH TWO ASTERISKS ("**") REFLECT PORTIONS WHICH HAVE 
BEEN REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE 
COMMISSION BY PROSPECT MEDICAL HOLDINGS, INC. AS PART OF A REQUEST FOR 
CONFIDENTIAL TREATMENT."
                                   CALIFORNIACARE
                                          
                             MEDICAL SERVICES AGREEMENT
This AGREEMENT is effective on JANUARY 1, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇
and Affiliates (jointly and severally "BLUE CROSS") and PROSPECT MEDICAL GROUP
("PARTICIPATING MEDICAL GROUP").
I.        RECITALS
  1.01    BLUE CROSS is a California Corporation licensed by the California
          Commissioner of Corporations to operate a health care service plan
          pursuant to the ▇▇▇▇-▇▇▇▇▇ Health Care Service Plan Act of 1975 and
          the Rules of the California Commissioner of Corporations promulgated
          thereunder (California Health & Safety Code, Sections 1340 to 1399.64
          and California Code of Regulations, Sections 1300.43 to 1300.99,
          collectively, the "▇▇▇▇-▇▇▇▇▇ Act"), including without limitation to
          issue Benefit Agreements covering the provision of health care
          services and to enter into agreements with PARTICIPATING MEDICAL
          GROUP.
  1.02    PARTICIPATING MEDICAL GROUP is a PROFESSIONAL CORPORATION, a legal
          entity organized under the laws of the State of California and
          comprised of physicians who desire to provide and arrange for health
          services to persons who are enrolled in BLUE CROSS' CALIFORNIACARE
          programs.
II.       DEFINITIONS
  2.01    "ADJUSTED PER MEMBER PER MONTH NON-CAPITATED EXPENSE" means the
          PARTICIPATING MEDICAL GROUP's Per Member Per Month Non-Capitated
          Expense after adjustments for the PARTICIPATING MEDICAL GROUP's mix of
          Member age/sex and plan, and the PARTICIPATING MEDICAL GROUP's
          stop-loss and regional relativities for use in identifying the
          PARTICIPATING MEDICAL GROUP's Non-Capitated Performance Settlement.
  2.02    "AFFILIATE" means a corporation or other organization owned or
          controlled, either directly or through parent or subsidiary
          corporations, by BLUE CROSS, or under common control with BLUE CROSS.
  2.03    "AGE/SEX FACTORS" means the factors used to adjust PARTICIPATING
          MEDICAL GROUP's Per Member Per Month Non-Capitated Expenses to account
          for cost variations attributable to the mix of Member age and sex.
  2.04    "ALTERNATIVE BIRTHING CENTER SERVICES" means services rendered by an
          Alternative Birthing Center. Alternative Birthing Center Services
          include related services such as equipment, surgical and anesthetic
          supplies, oxygen and drugs, blood and blood processing, laboratory
          procedures and diagnostic imaging.
                                         1
  2.05    "AMBULANCE SERVICES" means transportation services provided by a
          licensed ambulance company.
  2.06    "ATTACHMENT POINT" is the point at which no settlement shall be made
          if the PARTICIPATING MEDICAL GROUP's Adjusted Per Member Per Month
          Non-Capitated Expense equals or exceeds that amount. The Attachment
          Point is shown in the Non-Capitated Performance Settlement Schedule as
          set forth in Exhibit F.
  2.07    "AWAY FROM HOME CARE" means urgent care, Away from Home Emergency
          Care, routine care, and follow-up care as defined in the HMO-USA
          member's plan certificate or benefit agreement.
  2.08    "BENEFIT AGREEMENT(S)" means the written agreement(s) entered into
          between BLUE CROSS and groups or individuals, under which BLUE CROSS
          provides, indemnifies, or administers health benefits to persons
          enrolled in BLUE CROSS programs including, but not limited to, the
          CALIFORNIACARE programs or the BLUE CROSS PLUS program. "Benefit
          Agreement(s)" also mean arrangements established by BLUE CROSS and/or
          one or more of its Affiliates, or by persons or entities utilizing the
          BLUE CROSS Managed Care Network pursuant to a contract with BLUE CROSS
          and/or one or more of its Affiliates. Subject to the terms hereof,
          BLUE CROSS and/or one or more of its Affiliates may contract, on
          PARTICIPATING MEDICAL GROUP's behalf, with Other Payors wishing to
          utilize the services of the BLUE CROSS Managed Care Network,
          incorporating the terms and conditions of this Agreement.
  2.09    "BLUE CROSS MANAGED CARE NETWORK" means the network of health care
          providers that have entered into contracts with BLUE CROSS and/or one
          or more of its Affiliates pursuant to which those providers have
          agreed to participate in the CALIFORNIACARE, BLUE CROSS PLUS and other
          programs that are to be conducted pursuant to Benefit Agreements.
  2.10    "BLUE CROSS PLUS" means a point of service option benefit plan offered
          by BLUE CROSS under which enrolled Members may, at the time benefits
          are selected, elect to receive benefits from either a CALIFORNIACARE
          provider or another licensed provider.
  2.11    "CALIFORNIACARE" means direct care prepayment plan(s) offered by BLUE
          CROSS.
  2.12    "CALIFORNIACARE CASE MANAGER" means a CALIFORNIACARE employee charged
          with assisting PARTICIPATING MEDICAL GROUPs in case management.
  2.13    "CALIFORNIACARE COORDINATOR" means an employee of PARTICIPATING
          MEDICAL GROUP as set forth in Section 4.08B.
  2.14    "CALIFORNIACARE HOSPITAL" means a hospital which has entered into an
          agreement with BLUE CROSS to provide Hospital Services to Members.
  2.15    "CALIFORNIACARE QUALITY MANAGEMENT REPRESENTATIVE" means an employee
          of BLUE CROSS responsible for the CALIFORNIACARE Quality Management
          Program.
  2.16    "CAPITATION" means a uniform prepayment fee per Member per month,
          adjusted by age-sex, based on the Benefit Agreement issued to each
          Subscriber and the services due thereunder.
  2.17    "CAPITATION SERVICES" means all CALIFORNIACARE Covered Medical
          Services which are not otherwise defined in this Agreement or in the
          Division of Financial Responsibilities (Exhibit A-1 hereto) as
          Non-Capitated Services.
                                         2
  2.18    "CASE MANAGEMENT PROGRAM" means a program that assesses the Member's
          medical needs and includes working with PARTICIPATING MEDICAL GROUP
          and other Participating Providers to explore and coordinate treatment
          alternatives that may (1) be more cost effective; (2) result in better
          medical outcomes; (3) achieve benefit savings; and (4) increase Member
          satisfaction.
  2.19    "CASE MANAGEMENT STOP-LOSS THRESHOLD" means the level at which
          stop-loss under Section 9.03 herein shall apply to PARTICIPATING
          MEDICAL GROUP's Non-Capitated Performance Settlement.
  2.20    "COVERED MEDICAL SERVICES" means the services and benefits covered
          under the Benefit Agreements. A matrix of those services and benefits
          is set forth in Exhibit A (incorporated by reference herein).
  2.21    "COVERED PERSONS" means Members, enrollees, dependents and other
          beneficiaries who are covered by an Affiliate's Benefit Agreement or
          by an Other Payor.
  2.22    "CUSTOMARY AND REASONABLE CHARGES" (C&R) means:
          A.   "Customary" means the fee that falls within the range of
               prevailing fees charged by physicians and surgeons or other
               licensed providers of the same service within the same area for
               the performance of a specific service or procedure, and
          B.   "Reasonable" means the fee that meets the requirements of
               Customary and is justified, considering complications or special
               circumstances with respect to the performed services or
               procedure.
          C&R charges are determined by BLUE CROSS.
  2.23    "EMERGENCY" means a sudden unexpected onset of a medical condition
          manifesting itself by acute symptoms of sufficient severity
          (including, without limitation, sudden and unexpected severe pain)
          such that the absence of immediate medical attention could reasonably
          result in any of the following:
          A. Placing the patient's health in serious jeopardy,
          B. Serious impairment to bodily functions,
          C. Other serious medical consequences, or
          D. Serious and/or permanent dysfunction of any bodily organ or part.
  2.24    "ENROLLMENT PROTECTION" is a program to limit PARTICIPATING MEDICAL
          GROUP's risk with respect to any individual Member who requires
          Capitation Services in excess of the limit of liability per individual
          Member per calendar year, as set forth in Article VIII, ENROLLMENT
          PROTECTION, below.
  2.25    "EXTENSION OF BENEFITS" means extended benefits which may be available
          to Members who are totally disabled on the date of termination of
          their Benefit Agreement. Extended benefits shall have the meaning set
          forth in the group coverage agreement applicable to the Member.
                                         3
  2.26    "HEALTH PROFESSIONAL" means any of the following: A doctor of medicine
          or osteopathy, licensed to practice medicine or osteopathy where the
          care is received, or a dentist, an optometrist, a podiatrist or
          chiropodist, a clinical psychologist, a chiropractor, a clinical
          social worker, a marriage family and child counselor, a physical
          therapist, a speech pathologist, an audiologist, an occupational
          therapist, a physician assistant, a registered nurse, a nurse
          practitioner and/or nurse midwife providing services within the scope
          of practice as defined by the appropriate clinical license and/or
          regulatory board.
  2.27    "HEMODIALYSIS SERVICES" means services rendered by a Medicare
          certified hemodialysis provider. Hemodialysis Services include
          facility charges, use of facility equipment and supplies, laboratory
          tests and drugs administered in conjunction with on-site treatment.
  2.28    "HMO-USA" means a nationwide network of Blue Cross and Blue Shield
          Plan HMOs (Participating Plans) sponsored by Blue Cross and Blue
          Shield Association (BCBSA). BCBSA Participating Plan HMOs have entered
          into Agreements to provide each other's members with guest
          memberships, urgent care and Emergency care, routine care, and
          follow-up care as preapproved and authorized by BLUE CROSS when the
          member is traveling away from his or her Home HMO-USA participating
          plan.
  2.29    "HOME HMO" means the participating plan in which a HMO-USA
          participating plan member is enrolled.
  2.30    "HOSPICE SERVICES" means services rendered to terminally ill patients,
          by a Medicare certified hospice provider that are (a) covered by a
          Benefit Agreement and (b) ordered or authorized by PARTICIPATING
          MEDICAL GROUP.
  2.31    "HOSPITAL SERVICES" means Medically Necessary acute and sub-acute care
          inpatient and hospital outpatient services and supplies which are both
          (a) covered by a Benefit Agreement, and (b) ordered or authorized by a
          PARTICIPATING MEDICAL GROUP Physician. Hospital Services do not
          include long-term non-acute care.
  2.32    "HOST HMO" means any participating plan in whose Service Area a
          HMO-USA participating plan member temporarily stays except the
          member's Home HMO.
  2.33    "INDEPENDENT PRACTICE ASSOCIATION" means an incorporated association
          of independent physicians which has entered into an agreement with
          BLUE CROSS to provide and arrange for health services to Members.
  2.34    "INPATIENT HOSPITAL SERVICES" means services which include inpatient
          hospital days for semi-private accommodations, or special treatment
          units, or private room accommodations if specifically authorized as
          Medically Necessary by PARTICIPATING MEDICAL GROUP Physician.
  2.35    "MEDICALLY NECESSARY" means services or supplies which, under the
          provisions of this Agreement, are determined to be:
          A.   Appropriate and necessary for the symptoms, diagnosis or
               treatment of the medical condition;
          B.   Provided for the diagnosis or direct care and treatment of the
               medical condition;
          C.   Within standards of good medical practice within the organized
               medical community;
                                         4
          D.   Not primarily for the convenience of the Member, the Member's
               physician, or another provider; and
          E.   The most appropriate supply or level of service which can safely
               be provided. For hospital stays, this means that acute care as an
               inpatient is necessary due to the kinds of services the Member is
               receiving or the severity of the Member's condition, and that
               safe and adequate care cannot be received as an outpatient or in
               a less intensified medical setting.
  2.36    "MEMBER" means a Subscriber or enrolled dependent covered by a Benefit
          Agreement.
  2.37    "MEMBER MONTHS" means a count that records one Member month for each
          month the Member is enrolled in the CALIFORNIACARE program or the BLUE
          CROSS PLUS program.
  2.38    "NON-CAPITATED EXPENSES" means the actual expenses incurred by BLUE
          CROSS to provide Non-Capitated Services to Members, as ordered,
          authorized or referred by PARTICIPATING MEDICAL GROUP Physicians.
  2.39    "NON-CAPITATED PERFORMANCE SETTLEMENT" means amount paid to
          PARTICIPATING MEDICAL GROUP for managing Non-Capitated Services.
  2.40    "NON-CAPITATED PERFORMANCE SETTLEMENT SCHEDULE" means a schedule of
          PMPM Non-Capitated Performance Settlement amounts associated with
          varying PMPM Non-Capitated Expenses. The Non-Capitated Performance
          Settlement Schedule is set forth in Exhibit F.
  2.41    "NON-CAPITATED SERVICES" means the designated services set forth in
          Article IX and Exhibit A-1. 
  2.42    "OPERATIONS MANUAL" means the CaliforniaCare PMG Operations Manual.
  2.43    "OTHER PAYOR" means persons or entities utilizing the BLUE CROSS
          Managed Care Network pursuant to an agreement with BLUE CROSS,
          including without limitation, other Blue Cross and/or Blue Shield
          Plans, self-administered or self-insured programs providing health
          care benefits, or employers or insurers.
  2.44    "OUT-OF-AREA EMERGENCY SERVICES" means Emergency services which are
          rendered to a Member at a distance of more than twenty (20) mile
          radius from the medical offices of PARTICIPATING MEDICAL GROUP or the
          Satellite Facility to which the Member is assigned. When PARTICIPATING
          MEDICAL GROUP is organized as an Independent Practice Association,
          Out-of-Area Emergency Services are those Emergency services which are
          rendered to a Member at a distance of more than twenty (20) mile
          radius from a hospital designated in Exhibit B as a Service Area
          hospital. Out-of-Area Emergency Services shall also include Out of
          Area urgently needed services to prevent serious deterioration of a
          Member's health resulting from unforeseen illness or injury for which
          treatment cannot be delayed until the Member returns to the Service
          Area.
  2.45    "OUTPATIENT HOSPITAL SERVICES" means services which include the
          facility component of outpatient surgery, pre-admission testing,
          laboratory and radiology services.
  2.46    "OUTPATIENT PRESCRIPTION DRUG EXPENSE" means the benefit amount paid
          by BLUE CROSS for a Member's covered outpatient prescription drugs.
  2.47    "OUTPATIENT PRESCRIPTION DRUG SETTLEMENT" means an amount paid to
          PARTICIPATING MEDICAL GROUP for managing Outpatient Prescription Drug
          Expenses.
                                         5
  2.48    "OUTPATIENT PRESCRIPTION DRUG SETTLEMENT SCHEDULE" means a schedule of
          outpatient prescription drug settlement amounts associated with
          varying Per Member per Month Outpatient Prescription Drug Expenses.
          The Schedule is set forth in Exhibit H.
  2.49    "PARTICIPATING MEDICAL GROUP PHYSICIAN" means a duly licensed
          physician who is a shareholder, partner, associate, contractor or
          employee of PARTICIPATING MEDICAL GROUP.
  2.50    "PER MEMBER PER MONTH (PMPM) NON-CAPITATED EXPENSE" means the average
          monthly medical Non-Capitated Expense per Member attributable to the
          PARTICIPATING MEDICAL GROUP.
  2.51    "PER MEMBER PER MONTH (PMPM) OUTPATIENT PRESCRIPTION DRUG EXPENSE"
          means the average monthly Outpatient Prescription Drug Expenses per
          Member for PARTICIPATING MEDICAL GROUP's Members with outpatient
          prescription drug benefits.
  2.52    "PLAN FACTORS" means factors used to adjust the PARTICIPATING MEDICAL
          GROUP's PMPM Non-Capitated Expense to account for cost variations
          attributable to the mix of Member Benefit Agreements. The
          Non-Capitated Expense Plan Factors include a durational factor for the
          durational plans.
  2.53    "PRIMARY CARE PHYSICIAN" means the PARTICIPATING MEDICAL GROUP
          Physician responsible for coordinating and controlling the delivery of
          Covered Medical Services to the Member. Primary Care Physicians
          include general and family practitioners, internists and
          pediatricians, and such other specialists as BLUE CROSS may approve in
          writing to be designated Primary Care Physicians.
  2.54    "QUALITY MANAGEMENT COMMITTEE" means a committee of physicians and
          other licensed health care providers, at least fifty percent of whom 
          participate in CALIFORNIACARE, which meets regularly to review the 
          Quality Management Program.
  2.55    "QUALITY MANAGEMENT PROGRAM" means a program which provides review by
          physicians and other health professionals of the appropriateness and
          adequacy of the delivery of health services.
  2.56    "RELATED HOSPITAL SERVICES" means services rendered to Members as part
          of, and concurrent with Inpatient Hospital Services, Outpatient
          Hospital Services, Hemodialysis Services, Skilled Nursing Facility
          Services, Alternative Birthing Center Services and Hospice Services,
          including the use of facility equipment, surgical and anesthetic
          supplies, oxygen and drugs except for takehome drugs, blood and blood
          processing, laboratory procedures and diagnostic imaging.
  2.57    "REFERRAL SERVICES" means Capitation Services which are rendered to
          Members through a process established by PARTICIPATING MEDICAL GROUP.
  2.58    "REGION FACTOR" means the factors used to adjust PARTICIPATING MEDICAL
          GROUP's PMPM Non-Capitated Expense to account for cost variations
          across BLUE CROSS' corporate regions.
  2.59    "SATELLITE FACILITY" means a medical facility separate from
          PARTICIPATING MEDICAL GROUP's principal place of business, which is
          dependent upon, and responsible to, PARTICIPATING MEDICAL GROUP. It is
          a facility that meets the CALIFORNIACARE Satellite Criteria set forth
          in the Operations Manual and is approved by BLUE CROSS prior to being
          designated a CALIFORNIACARE Satellite Facility.
                                       6
  2.60    "SERVICE AREA" means the geographical area within a thirty (30) mile
          radius of the medical offices of PARTICIPATING MEDICAL GROUP or any
          Satellite Facility to which the Member is assigned, or, in the case of
          an Independent Practice Association, the medical office of the
          PARTICIPATING MEDICAL GROUP Physician. The designation of a particular
          geographical area shall not be construed as giving PARTICIPATING
          MEDICAL GROUP an exclusive right to that Service Area.
  2.61    "SKILLED NURSING FACILITY SERVICES" means inpatient and related
          services provided by a licensed skilled nursing facility. Skilled
          Nursing Facility Services excludes custodial care.
  2.62    "STOP-LOSS FACTOR" means the factor used to adjust the PARTICIPATING
          MEDICAL GROUP's PMPM Non-Capitated Expense to account for cost
          variations due to different Case Management Stop-Loss thresholds.
  2.63    "SUBSCRIBER" means an individual who has qualified for and is covered
          under a Benefit Agreement.
  2.64    "URGENT CARE CENTER" is a facility that meets CALIFORNIACARE's Urgent
          Care Center criteria as set forth in the Operations Manual, and is
          approved by BLUE CROSS prior to being designated as a CALIFORNIACARE
          Urgent Care Center.
  2.65    "UTILIZATION MANAGEMENT PROGRAM" means a program approved by BLUE
          CROSS and designed to review and manage the utilization of Covered
          Medical Services.
III.      RELATIONSHIP BETWEEN BLUE CROSS AND PARTICIPATING MEDICAL GROUP
  3.01    BLUE CROSS and PARTICIPATING MEDICAL GROUP are independent entities.
          Nothing in this Agreement shall be construed, or be deemed to create,
          a relationship of employer and employee or principal and agent, or any
          relationship other than that of independent parties contracting with
          each other solely for the purpose of carrying out the provisions of
          this Agreement.
  3.02    BLUE CROSS and PARTICIPATING MEDICAL GROUP agree that PARTICIPATING
          MEDICAL GROUP Physicians shall maintain a physician-patient
          relationship with each Member assigned to PARTICIPATING MEDICAL GROUP.
          PARTICIPATING MEDICAL GROUP shall be solely responsible to the Member
          for treatment and medical care with respect to the provision of
          Capitation Services and arrangements for Non-Capitated Services.
  3.03    Except as specifically provided herein, nothing in this Agreement is
          intended to be construed, or be deemed to create, any rights or
          remedies in any third party, including, but not limited to, a Member
          or a provider of services, other than PARTICIPATING MEDICAL GROUP.
  3.04    PARTICIPATING MEDICAL GROUP consents to the memorializing of its legal
          obligations with BLUE CROSS and each particular Affiliate in one or
          more separate written agreements that shall not alter the substance of
          those obligations.
  3.05    PARTICIPATING MEDICAL GROUP agrees that each arrangement by which
          PARTICIPATING MEDICAL GROUP performs services for Covered Persons that
          utilize the BLUE CROSS Managed Care Network shall constitute an
          independent legal relationship between PARTICIPATING MEDICAL GROUP and
          that Affiliate or Other Payor.
                                       7
  3.06    PARTICIPATING MEDICAL GROUP hereby expressly acknowledges its
          understanding that this Agreement constitutes a contract between
          PARTICIPATING MEDICAL GROUP and BLUE CROSS as an independent
          corporation, operating under a license with the Blue Cross and Blue
          Shield Association, an association of independent Blue Cross and Blue
          Shield Plans (the "Association"), permitting BLUE CROSS to use the
          Blue Cross service ▇▇▇▇ in the State of California and that BLUE CROSS
          is not contracting as the agent of the Association. PARTICIPATING
          MEDICAL GROUP further acknowledges and agrees that it has not entered
          into this Agreement based upon representations by any person other
          than BLUE CROSS and that no person, entity, or organization other than
          BLUE CROSS, or the applicable Affiliate, shall be held accountable or
          liable to PARTICIPATING MEDICAL GROUP for any of BLUE CROSS', or the
          applicable Affiliate's, obligations to PARTICIPATING MEDICAL GROUP
          created under this Agreement. This section shall not create any
          additional obligations whatsoever on the part of BLUE CROSS, other
          than those obligations created under other provisions of this
          Agreement.
IV.       PARTICIPATING MEDICAL GROUP SERVICES AND RESPONSIBILITIES
          PARTICIPATING MEDICAL GROUP and PARTICIPATING MEDICAL GROUP Physicians
          agree as follows:
  4.01    Provision of Services.
          A.   To promptly provide, arrange through referral, or authorize all
               Capitation Services, and to authorize or arrange for the
               provision of all Non-Capitated Services, and further, to accept
               full financial responsibility for all Capitation Services
               provided, authorized or arranged through referral, by
               PARTICIPATING MEDICAL GROUP in accordance with the provisions of
               this Agreement.
          B.   To provide a Primary Care Physician selected by the Member to
               oversee the continuity of care for each Member who appears on
               PARTICIPATING MEDICAL GROUP'S Eligibility Report.
          C.   To maintain a sufficient number of Primary Care Physicians to
               guarantee that there is the equivalent of at least one full-time
               Primary Care Physician to each [  **  ] Members served by 
               PARTICIPATING MEDICAL GROUP. All Primary Care Physicians shall 
               be PARTICIPATING MEDICAL GROUP Physicians.
          D.   To assure that privileges of PARTICIPATING MEDICAL GROUP
               Physicians at  CALIFORNIACARE Hospitals shall be adequate to meet
               the requirements for the  CALIFORNIACARE Hospital Services to
               which Members are entitled under the terms of the  Benefit
               Agreement(s).
          E.   To engage the Referral Services of duly licensed board certified
               consultants, specialists and duly certified allied health
               professionals, responsible for delivering Covered Medical
               Services to Members. A list of all referral physicians to whom
               PARTICIPATING MEDICAL GROUP refers Members for Referral Services
               shall be provided to BLUE CROSS upon request.
          F.   To ensure that all PARTICIPATING MEDICAL GROUP Physicians and all
               PARTICIPATING MEDICAL GROUP employees responsible for delivering
               Covered Medical Services to Members, continually meet all
               applicable federal and state laws and regulations and all legal
               standards of care.
                                       8
          G.   That if BLUE CROSS determines in good faith that any
               PARTICIPATING MEDICAL GROUP Physician(s):
               (1)  does not meet the requirements specified herein; or  
               (2)  that the health, safety or welfare of Members is jeopardized
                    by continuation of any PARTICIPATING MEDICAL GROUP Physician
                    to provide services to Members; or  
               (3)  if PARTICIPATING MEDICAL GROUP Physician(s) furnishes false,
                    incomplete, or inaccurate information to BLUE CROSS in the
                    application to participate; or
               (4)  at any time during the term of this Agreement, a
                    PARTICIPATING MEDICAL GROUP Physician(s) suffers revocation,
                    termination or suspension of Physician's medical license or
                    medical staff privileges; or  
               (5)  the ability of the PARTICIPATING MEDICAL GROUP Physician(s)
                    to perform the services covered by this Agreement is
                    otherwise impaired;
               PARTICIPATING MEDICAL GROUP warrants that upon written request of
               BLUE CROSS said PARTICIPATING MEDICAL GROUP Physician(s) shall be
               excluded from providing services to Members under this Agreement.
               PARTICIPATING MEDICAL GROUP and PARTICIPATING MEDICAL GROUP
               Physician(s) may present to BLUE CROSS for further consideration
               any additional information or explanation regarding PARTICIPATING
               MEDICAL GROUP Physician's compliance with the requirements set
               forth herein. However, BLUE CROSS retains the right to make the
               final decision regarding a PARTICIPATING MEDICAL GROUP
               Physician's participation under this Agreement.
  4.02    Accessibility and Continuity of Care.
          A.   To promptly provide or arrange for available and accessible
               Covered Medical Services for each Member assigned to
               PARTICIPATING MEDICAL GROUP, in accordance with that Member's
               Benefit Agreement and this Agreement, and to provide those
               services in and through facilities designated in Exhibit J
               (incorporated by reference herein).
          B.   That all Covered Medical Services, (including consultation and
               Referral Services), ambulatory care services, diagnostic
               laboratory, diagnostic imaging and therapeutic radiology
               services, home health services and preventive health services,
               shall be available to Members a minimum of forty (40) hours per
               week, except for weeks including holidays. The foregoing services
               shall be available beyond normal business hours during additional
               hours to be scheduled by PARTICIPATING MEDICAL GROUP.
          C.   To promptly provide, arrange or authorize all Emergency services
               for each Member assigned to PARTICIPATING MEDICAL GROUP.
               Authorization of any Emergency services, as set forth in Section
               2.23 herein, shall not be withheld by PARTICIPATING MEDICAL GROUP
               regardless of whether PARTICIPATING MEDICAL GROUP is notified
               within forty eight (48) hours from the time such Emergency
               services were rendered. PARTICIPATING MEDICAL GROUP shall comply
               with all requirements set forth in California Health and Safety
               Code Section 1371.4(a) - (d).
          D.   That PARTICIPATING MEDICAL GROUP shall manage and facilitate
               access to Emergency services within a twenty (20) mile radius of
               each Satellite Facility and PARTICIPATING MEDICAL GROUP's main
               facility at all times, twenty-four (24) hours a day, seven (7)
               days a week. In the event that PARTICIPATING MEDICAL GROUP is an
               Independent Practice Association, PARTICIPATING MEDICAL GROUP
               shall manage and facilitate access to Emergency services within a
               twenty (20) mile radius of the Hospital(s) designated in Exhibit
               B (incorporated by reference herein) as the CALIFORNIACARE
               Hospital(s) within PARTICIPATING MEDICAL GROUP's Service Area.
                                       9
          E.   To admit, or authorize admission of, Members solely to the
               CALIFORNIACARE Hospitals listed in Exhibit B, except (a) when
               Medically Necessary in an Emergency situation or (b) when Covered
               Medical Services are not available in a CALIFORNIACARE Hospital
               or (c) as otherwise required under Section 4.02F or (d) when
               requested to do so in writing by the Member, with the written
               understanding that admission to a hospital, other than those
               listed in Exhibit B, is not a Covered Medical Service, except as
               stated above in this Section 4.02E.
          F.   Notwithstanding Section 4.02E, for those Members that require
               transplant services (solid organ and bone marrow/stem cell) that
               are Covered Medical Services, PARTICIPATING MEDICAL GROUP agrees
               to admit, or authorize the inpatient admission or outpatient
               treatment of Members, solely at those CALIFORNIACARE Hospitals
               whose transplant programs have been approved by BLUE CROSS and
               identified as such in the Operations Manual.
               PARTICIPATING MEDICAL GROUP will provide notification to BLUE
               CROSS of all potential transplant cases, including deferred or
               denied cases, when such cases are considered by PARTICIPATING
               MEDICAL GROUP's Utilization Management Program Committee or other
               similar PARTICIPATING MEDICAL GROUP functional committee, except
               for Emergencies, in which case PARTICIPATING MEDICAL GROUP shall
               provide notification within two (2) business days of the
               admission. The format of such notification is provided in the
               Operations Manual.
          G.   That in circumstances where a Member requires specialized
               tertiary care or because of bed unavailability in a
               CALIFORNIACARE Hospital, the Member must be admitted to a
               non-CaliforniaCare in-area or out-of-area facility for Hospital
               Services, then until the Member is transferred to a
               CALIFORNIACARE Hospital, the PARTICIPATING MEDICAL GROUP will be
               financially responsible for care the same as if care had been
               provided in a CALIFORNIACARE Hospital, and the Non-Capitated
               Services arrangement as set forth in Article IX. of this
               Agreement will apply.
          H.   To use a referral request process by which Capitation Services
               are to be rendered by Health Professionals other than the
               Member's Primary Care Physician, including PARTICIPATING MEDICAL
               GROUP Physicians or other Health Professionals who do not belong
               to PARTICIPATING MEDICAL GROUP. This process shall assure that:
               (1)  All Health Professionals who provide Referral Services
                    follow appropriate billing procedures.
               (2)  That the Health Professional must look only to PARTICIPATING
                    MEDICAL GROUP for payment of Covered Medical Services and
                    shall not ▇▇▇▇ the Member, except for applicable co-payments
                    and for non-Covered Medical Services.
               (3)  Primary Care Physicians who determine that a referral is
                    necessary, may issue a referral without the prior
                    authorization of PARTICIPATING MEDICAL GROUP's Utilization
                    Management Program to physicians in the following
                    specialties: Cardiology, Dermatology, Endocrinology, Ear,
                    Nose and Throat, Gastroenterology, General Surgery,
                    Hematology, Neurology, Obstetrics-Gynecology, Oncology,
                    Ophthalmology, Orthopedic Surgery, Podiatry, Routine
                    Laboratory, Routine X-ray and Urology.
               (4)  For referrals to specialists or providers, or services other
                    than those listed in (3) above, PARTICIPATING MEDICAL GROUP
                    shall review and issue an authorization or denial of a
                    request for referral within five (5) business days of
                    receipt of such request or admission to hospital.
          I.   That visits to the Member's home within the PARTICIPATING MEDICAL
               GROUP Service  Area, by a Primary Care Physician, shall occur as
               necessary within that Physician's discretion.
                                       10
          J.   To assure that Members shall not be subject to discrimination in
               access to Covered Medical Services.
          K.   That PARTICIPATING MEDICAL GROUP facilities shall be reasonably
               accessible to the physically handicapped.
          L.   To provide health education and wellness programs for Members
               within the guidelines indicated in the "CaliforniaCare Health
               Education and Wellness Manual." Programs are to be delivered in
               accordance with these guidelines which provide for disease
               prevention and management and the promotion of healthier
               life-styles.
  4.03    Utilization/Quality Management and Grievance Procedures.
          To cooperate with BLUE CROSS' administration of its internal quality
          of care review and grievance procedures. The parties acknowledge and
          agree that authority to perform Utilization Management Program
          activities and Quality Management Program activities under this
          Agreement is a delegation of BLUE CROSS authority pursuant to Sections
          1370 and 1370.1 of the Health and Safety Code, and all or part of this
          authority may be revoked at any time. The scope of delegated authority
          shall be as set forth in the Utilization Management Program guidelines
          and the Quality Management Program guidelines issued by BLUE CROSS and
          provided to PARTICIPATING MEDICAL GROUP. The proceedings of the
          Utilization Management and Quality Management Committees shall be
          strictly confidential between BLUE CROSS and PARTICIPATING MEDICAL
          GROUP and are subject to the protections set forth in Sections 1370
          and 1370.1.
  4.04    Quality Management Program.
          To adopt and maintain a Quality Management Program consistent with
          BLUE CROSS standards and approved by BLUE CROSS. This program will
          cover all Covered Medical Services provided or arranged by
          PARTICIPATING MEDICAL GROUP for Members. PARTICIPATING MEDICAL GROUP
          agrees to allow on-site review of its Quality Management Program by
          BLUE CROSS staff.
          A.   The Quality Management Program shall:
               (1)  Provide for Quality Management review by PARTICIPATING
                    MEDICAL GROUP Physicians and other Health Professionals.
               (2)  Provide for review of all services provided to Members by
                    PARTICIPATING MEDICAL GROUP.
               (3)  Stress health outcomes by providing health education and
                    wellness programs for Members.
          B.   The Quality Management Program shall include, but not be limited
               to the following activities:
               (1)  Credentialing and recredentialing of all PARTICIPATING
                    MEDICAL GROUP Physicians and allied Health Professional
                    providers.
               (2)  Credentialing and recredentialing of all Health
                    Professionals or providers under contract with or employed
                    by PARTICIPATING MEDICAL GROUP.
               (3)  Incident identification and risk management.
               (4)  Member grievance resolution.
               (5)  General and focused health care audits.
               (6)  Development and implementation of appropriate
                    recommendations.
                                   11
               (7)  Documentation of remedial procedures for instances of
                    inappropriate or substandard service(s) and/or failure to
                    provide needed Medically Necessary Covered Medical
                    Service(s).
          C.   BLUE CROSS shall validate PARTICIPATING MEDICAL GROUP's
               development and implementation of the Quality Management Program
               through regular audit activities as follows:
               (1)  The CALIFORNIACARE Quality Management Department shall
                    review PARTICIPATING MEDICAL GROUP's Quality Management
                    Program on an annual basis through a scheduled on-site
                    audit.
               (2)  The CALIFORNIACARE Quality Management Representative shall
                    notify PARTICIPATING MEDICAL GROUP of any deficiencies or
                    areas needing improvement.
               (3)  PARTICIPATING MEDICAL GROUP shall take corrective action to
                    eliminate any deficiencies in areas needing improvement
                    within a reasonable period of time.
               (4)  BLUE CROSS shall conduct follow-up reviews as necessary.
          D.   PARTICIPATING MEDICAL GROUP shall:
               (1)  Make available to BLUE CROSS summaries of all minutes and
                    notes from any and all Quality Management Committees and/or
                    activities which specifically relate to Members.
               (2)  Provide BLUE CROSS with access to all PARTICIPATING MEDICAL
                    GROUP Quality Management data directly or indirectly
                    relating to Members.
               (3)  Make available to BLUE CROSS all composite Quality
                    Management Program data which include Members in the
                    composite data set and provide such detail as is available
                    regarding those Members.
               (4)  Make known to BLUE CROSS any and all adverse actions taken
                    against a PARTICIPATING MEDICAL GROUP Physician when such
                    action is the result of deficiencies in quality of medical
                    care.
               (5)  Provide the CALIFORNIACARE Medical Director (or the Medical
                    Director's clinical designee) with a schedule designating
                    the time and place of all Quality Management Committee
                    meetings that relate to Members, in order that he or she
                    shall, in the Medical Director's discretion, attend. The
                    CALIFORNIACARE Medical Director shall notify the
                    PARTICIPATING MEDICAL GROUP in advance of his or her
                    attendance and shall not be excluded from any deliberation
                    on activities related to Members.
               (6)  Permit BLUE CROSS to evaluate and utilize the data obtained
                    from the CALIFORNIACARE Quality Management Program in a
                    manner that satisfies BLUE CROSS' requirements for quality
                    assurance, for BLUE CROSS internal use only.
               (7)  Implement any necessary changes in procedures, in order to
                    fully comply with all quality assurance standards, as
                    mutually agreed by the parties, and provide BLUE CROSS with
                    the minutes of Quality Management Committee meetings and
                    reviews that relate to Members.
               (8)  Report to BLUE CROSS quarterly on activities or actions of
                    PARTICIPATING MEDICAL GROUP's Quality Management Committee
                    as such activities or actions relate to Members.
  4.05    Utilization Management Program.
          To adopt and maintain a Utilization Management Program consistent with
          BLUE CROSS standards and approved by BLUE CROSS. This program will
          cover all Covered Medical Services provided or arranged by
          PARTICIPATING MEDICAL GROUP for Members. PARTICIPATING MEDICAL GROUP
          agrees to allow on-site review of Utilization Management Program by
          BLUE CROSS.
                                       12
          A. The Utilization Management Program shall:
               (1)  Include the development and implementation of appropriate
                    recommendations.
               (2)  Include documentation of remedial procedures for instances
                    of inappropriate or substandard services(s) and or failure
                    to provide Medically Necessary Covered Medical Services.
               (3)  Assure that PARTICIPATING MEDICAL GROUP's primary
                    consideration is the quality of services rendered to
                    Members.
               (4)  Assure that all services provided to Members are Medically
                    Necessary.
               (5)  Work closely with CALIFORNIACARE Hospitals.
               (6)  Encompass inpatient, outpatient, and ancillary care.
               (7)  Utilize prospective, concurrent, and retrospective review.
               (8)  Assure that all adverse utilization review decisions are
                    made by a licensed physician, and no denial of a requested
                    service shall be made except by a licensed physician,
                    experienced in the area being reviewed. Denial decisions
                    shall be provided to Members in writing.
               (9)  Permit BLUE CROSS to have access to all PARTICIPATING
                    MEDICAL GROUP Utilization Management data directly or
                    indirectly relating to Members.
          B.   BLUE CROSS shall validate PARTICIPATING MEDICAL GROUP's
               development and implementation of the Utilization Management
               Program through regular audit activities as follows:
               (1)  The CALIFORNIACARE Quality Management Department shall
                    review PARTICIPATING MEDICAL GROUP' Utilization Management
                    Program on an annual basis through a scheduled on-site
                    audit.
               (2)  The CALIFORNIACARE Quality Management Representative shall
                    notify PARTICIPATING MEDICAL GROUP of any deficiencies or
                    areas needing improvement.
               (3)  PARTICIPATING MEDICAL GROUP shall take corrective action to
                    eliminate any deficiencies in areas needing improvement
                    within a reasonable period of time.
               (4)  BLUE CROSS shall conduct follow-up reviews as necessary.
          C.   PARTICIPATING MEDICAL GROUP shall:
               (1)  Make available to BLUE CROSS summaries of all minutes and
                    notes from any and all Utilization Management Committees
                    and/or activities which relate to Members.
               (2)  Make available to BLUE CROSS upon request all composite
                    Utilization Management data which include Members in the
                    composite data set and provide such detail as is available
                    regarding those Members.
               (3)  Provide the CALIFORNIACARE Medical Director (or the Medical
                    Director's clinical designee) with a schedule designating
                    the time and place of all Utilization Management Committee
                    meetings that relate to Members, in order that he or she
                    shall, in the Medical Director's discretion, attend. The
                    CALIFORNIACARE Medical Director shall notify the
                    PARTICIPATING MEDICAL GROUP in advance of his or her
                    attendance and shall not be excluded from any deliberation
                    on activities related to Members.
  4.06    Records and Reserves.
          A.   BLUE CROSS shall have access at reasonable times upon demand to
               the books, records and papers of PARTICIPATING MEDICAL GROUP
               relating to the services PARTICIPATING MEDICAL GROUP provides to
               Members, to the cost thereof, and to payments PARTICIPATING
               MEDICAL GROUP receives from Members or others on their behalf.
               PARTICIPATING MEDICAL GROUP shall maintain such records and
               provide such information to BLUE CROSS and the Commissioner of
               Corporations as may be necessary
                                       13
               for BLUE CROSS' compliance with the requirements of the
               ▇▇▇▇-▇▇▇▇▇ Act. PARTICIPATING MEDICAL GROUP shall maintain such
               records for at least five (5) years, and such obligations shall
               not be terminated upon a termination of this Agreement, whether
               by rescission or otherwise.
          B.   PARTICIPATING MEDICAL GROUP agrees to provide BLUE CROSS with
               audited financial statements of PARTICIPATING MEDICAL GROUP no
               later than three (3) months after the end of its fiscal year, and
               BLUE CROSS shall maintain strict confidentiality of said records.
               Audited financial statements shall illustrate net operating
               surplus or profit (after taxes). Documents shall include the
               following:
               (1)  Balance sheets
               (2)  Statements of revenues and expenses
               (3)  Statements of cash flow
               PARTICIPATING MEDICAL GROUP further agrees that BLUE CROSS shall
               have the right to require audited financial statements, in
               addition to the latest fiscal year, at any time, upon request,
               with reasonable notice, if BLUE CROSS pays for the audit.
          C.   To maintain financial reserves adequate to cover all risks
               assumed by PARTICIPATING MEDICAL GROUP hereunder, including, but
               not limited to, unanticipated claims for Referral Services that
               are the potential responsibility of PARTICIPATING MEDICAL GROUP.
          D.   That all information shall be provided to each party to this
               Agreement pursuant to procedures designed to protect the
               confidentiality of patient medical records in accordance with
               applicable legal requirements, recognized standards of
               professional practice and generally accepted procedures followed
               by health maintenance organizations (HMOs).
          E.   Upon termination of this Agreement, PARTICIPATING MEDICAL GROUP
               shall, upon advance written notice from BLUE CROSS, make
               available to BLUE CROSS and permit BLUE CROSS to copy the medical
               records of each Member who has been assigned to PARTICIPATING
               MEDICAL GROUP.
  4.07    Insurance Programs or Policies.
          PARTICIPATING MEDICAL GROUP agrees to maintain professional liability
          insurance, or other risk protection program, acceptable as defined
          under A. and B. below to BLUE CROSS. Notification by PARTICIPATING
          MEDICAL GROUP of cancellation or material modification of the coverage
          under such professional liability insurance or other risk protection
          program is to be made to BLUE CROSS within thirty (30) days prior to
          any cancellation or modification. Copies of the agreements or
          documents evidencing professional liability insurance or other risk
          protection required under this section shall be provided to BLUE CROSS
          upon execution of this Agreement.
          A.   PROFESSIONAL LIABILITY INSURANCE
               The coverage to be provided under this section shall be in
               minimum amounts of ONE MILLION DOLLARS ($1,000,000.00) for any
               one (1) incident, THREE MILLION DOLLARS ($3,000,000.00) annual
               aggregate. PARTICIPATING MEDICAL GROUPs which are organized as
               Independent Practice Associations shall ensure that PARTICIPATING
               MEDICAL GROUP Physicians maintain professional liability
               insurance in minimum amounts of ONE MILLION DOLLARS
               ($1,000,000.00) for any one incident and THREE MILLION DOLLARS
               ($3,000,000.00) annual aggregate. Furthermore, PARTICIPATING
               MEDICAL GROUPS organized as Independent Practice Associations
               shall maintain directors and
                                       14
               officers liability in minimum amounts of ONE MILLION DOLLARS
               ($1,000,000.00) for any one incident, ONE MILLION DOLLARS
               ($1,000,000.00) annual aggregate.
          B.   OTHER INSURANCE
               (1)  GENERAL LIABILITY INSURANCE. In addition to Subsection A.,
                    above, PARTICIPATING MEDICAL GROUP shall also maintain a
                    policy or program of comprehensive general liability
                    insurance (or other risk protection) with minimum coverage
                    including no less than ONE HUNDRED THOUSAND DOLLARS
                    ($100,000.00) for PARTICIPATING MEDICAL GROUP's property,
                    together with combined single limit bodily injury and
                    property damage insurance of not less that SIX HUNDRED
                    THOUSAND DOLLARS ($600,000.00).
               (2)  WORKERS' COMPENSATION. PARTICIPATING MEDICAL GROUP's
                    employees shall be covered by Workers' Compensation
                    Insurance in an amount and form meeting all requirements of
                    applicable provisions of the CALIFORNIA LABOR CODE.
  4.08    Administrative Responsibilities.
          A.   To comply with all CALIFORNIACARE administrative policies and
               procedures in the areas listed in Exhibit C (incorporated by
               reference herein) and as set forth in the Operations Manual
               (incorporated by reference herein) and to comply with all
               applicable state and federal laws and regulations relating to the
               delivery of Covered Medical Services.
          B.   To provide a CALIFORNIACARE Coordinator who will create a liaison
               with BLUE CROSS and assist Members in accordance with the
               procedures set forth in the Operations Manual, and who will be
               available to Members during all regular office hours of
               PARTICIPATING MEDICAL GROUP for the purpose of assisting Members
               to resolve any problems which may arise or be perceived by the
               Member.
          C.   To notify BLUE CROSS within Fifteen (15) days concerning:
               (1)  Any material change in the bylaws, membership, ownership or
                    officers of PARTICIPATING MEDICAL GROUP which might affect
                    BLUE CROSS or this Agreement.
               (2)  Any legal or governmental action initiated against a
                    PARTICIPATING MEDICAL GROUP Physician or against
                    PARTICIPATING MEDICAL GROUP which might affect BLUE CROSS or
                    this Agreement including, but not limited to, any change in
                    PARTICIPATING MEDICAL GROUP Physician(s) licensure,
                    insurance, certification, malpractice, disciplinary
                    experience or physical or mental health status.
               (3)  Any other situation that may interfere with PARTICIPATING
                    MEDICAL GROUP's or PARTICIPATING MEDICAL GROUP Physician's
                    duties and obligations under this Agreement.
          D.   To obtain BLUE CROSS' prior written approval for any literature
               related to CALIFORNIACARE and intended for Members.
          E.   To continually meet all criteria for PARTICIPATING MEDICAL
               GROUPS, set forth in the Operations Manual, and to continually
               meet all criteria for Satellite Facilities (if applicable) set
               forth in the Operations Manual.
                                      15
          F.   To provide BLUE CROSS, on a monthly basis, all ambulatory
               encounter data either directly or through PARTICIPATING MEDICAL
               GROUP's billing agent in the file format as shown in the
               Operations Manual.
          G.   To comply with BLUE CROSS programs related to the management of
               pharmaceutical expenses.
          H.   That all financial terms of this Agreement shall be and remain
               confidential and shall not be disclosed to any third party,
               except as required by law or as required to supply information
               required by any financial institution.
  4.09    Payments and Member Billing.
          A.   To accept the monthly Capitation payment from BLUE CROSS as
               payment in full for Capitation Services (including all Referral
               Services) provided or arranged hereunder, and not to seek
               additional payments or compensation from Members for Covered
               Medical Services. The foregoing restriction shall not apply to
               co-payments, which may be collected by PARTICIPATING MEDICAL
               GROUP in accordance with the applicable provisions of the Benefit
               Agreement(s), nor shall it apply to ▇▇▇▇▇▇▇▇ and collections with
               respect to non-Covered Medical Services rendered to Members by
               PARTICIPATING MEDICAL GROUP. However, to the extent that the
               PARTICIPATING MEDICAL GROUP's billing office is aware of the
               Member's payment responsibility, PARTICIPATING MEDICAL GROUP
               agrees to advise the Member of that payment responsibility prior
               to rendering any service requiring a co-payment, or any
               non-Covered Medical Service.
               If PARTICIPATING MEDICAL GROUP should receive any surcharge or
               payment from a Member, in addition to those permissible charges
               set forth above, PARTICIPATING MEDICAL GROUP shall promptly
               refund the full amount thereof to the Member.
          B.   To never charge any Member for any health service which has been
               deemed not Medically Necessary or not appropriate after
               utilization review by PARTICIPATING MEDICAL GROUP, unless the
               Member specifically requests the service and acknowledges in
               writing that the service is not a Covered Medical Service under
               the Member's Benefit Agreement.
          C.   That BLUE CROSS and PARTICIPATING MEDICAL GROUP respectively
               acknowledge that the authority and responsibility for
               coordination of benefits shall be carried out in accordance with
               the provisions set forth in the Benefit Agreements and the
               Operations Manual.
          D.   That PARTICIPATING MEDICAL GROUP shall promptly notify, in
               writing, the CALIFORNIACARE Case Management Department of all
               cases that reach the Enrollment Protection or Case Management
               Stop-Loss levels specified herein.
          E.   To pay all Health Professionals and hospitals who have rendered
               authorized Referral Services or Out-of-Area Emergency Services to
               Members, within forty-five (45) working days following receipt of
               a clean, undisputed claim, consistent with the regulations of the
               Commissioner of Corporations governing BLUE CROSS.
  4.10    Membership.
          A.   To accept any and all Members who select PARTICIPATING MEDICAL
               GROUP until such time as PARTICIPATING MEDICAL GROUP shall have
               provided ninety (90) days prior written notice to BLUE CROSS that
               it has reached its maximum capacity as set forth in Section 16.08
               herein, or that it anticipates reaching such maximum within
               ninety (90) days from the date of the notice to BLUE CROSS. The
               maximum capacity of PARTICIPATING
                                       16
               MEDICAL GROUP designated in Section 16.08 shall be reduced only
               upon ninety (90) days written notice to BLUE CROSS. The parties
               acknowledge their understanding that enrollment from individual
               accounts, or changes in selection of PARTICIPATING MEDICAL GROUP
               by Members, are not entirely within the control of BLUE CROSS.
          B.   That PARTICIPATING MEDICAL GROUP will not request, demand,
               require or otherwise seek the transfer or removal of any Member
               from the care of PARTICIPATING MEDICAL GROUP, based on that
               Member's need of, or utilization of, Medically Necessary
               services.
          C.   PARTICIPATING MEDICAL GROUP agrees that, in the event a Member
               who is covered for workers' compensation benefits by a workers'
               compensation carrier affiliated with BLUE CROSS, seeks services
               for a work-related illness or injury, PARTICIPATING MEDICAL GROUP
               shall have the option to (a) provide such Medically Necessary
               medical services or (b) refer such Member to a provider that
               participates in the Prudent Buyer Comp provider network or the
               CalCare Comp provider network, whichever is applicable. In the
               event that PARTICIPATING MEDICAL GROUP elects to treat such
               Member, PARTICIPATING MEDICAL GROUP shall complete a Doctor's
               First Report of Injury as defined in the California Labor Code.
               As payment for such medical services rendered, PARTICIPATING
               MEDICAL GROUP agrees to accept, as payment in full, compensation
               in accordance with the fee schedule set forth in Exhibit E of the
               Agreement (incorporated by reference herein). PARTICIPATING
               MEDICAL GROUP further agrees that, in the event such Member
               requires medical services in connection with such work-related
               illness or injury beyond the treatment provided at the initial
               visit, PARTICIPATING MEDICAL GROUP shall refer such Member only
               to a provider that participates in the Prudent Buyer Comp
               provider network or the CalCare Comp provider network, whichever
               is applicable.
          D.   That unless agreed to in writing by BLUE CROSS, this Agreement
               shall not apply to organized physician groups (including, but not
               limited to, Independent Practice Associations) that PARTICIPATING
               MEDICAL GROUP acquires, manages or affiliates with subsequent to
               the effective date of this Agreement.
          E.   When the BLUE CROSS Managed Care Network is utilized by an
               Affiliate or Other Payor, PARTICIPATING MEDICAL GROUP agrees to
               provide services to Covered Persons of that Affiliate or Other
               Payor in accordance with the terms of this Agreement. BLUE CROSS
               shall compensate PARTICIPATING MEDICAL GROUP in accordance with
               the terms of this Agreement for services provided to Covered
               Persons of any such Other Payor. When an Other Payor utilizes the
               Managed Care Network, such Other Payor shall comply with the
               terms of this Agreement.
               In the event the BLUE CROSS Managed Care Network is to be
               utilized by an Other Payor that has operational requirements that
               are materially different from those required under this
               Agreement, BLUE CROSS agrees to notify PARTICIPATING MEDICAL
               GROUP in writing thirty (30) days prior to the commencement of
               such utilization. PARTICIPATING MEDICAL GROUP may decline to
               provide services to such Other Payor by providing written notice
               of such decision to BLUE CROSS within ten (10) days of receipt of
               notice by BLUE CROSS referenced above.
                                       17
V.        BLUE CROSS SERVICES AND RESPONSIBILITIES
          BLUE CROSS agrees:
  5.01    To perform, or arrange for the performance of, all necessary
          accounting and enrollment functions with respect to marketing and
          administering the CALIFORNIACARE program, and to issue an
          identification card to each Subscriber or to each Subscriber and one
          additional eligible Member covered under a two-party or family
          contract as described in the Operations Manual.
  5.02    To provide PARTICIPATING MEDICAL GROUP with Member Eligibility
          Reports, as set forth in Article VI.
  5.03    That, to the extent compatible with its obligations to BLUE CROSS
          hereunder, PARTICIPATING MEDICAL GROUP reserves the right to provide
          professional services to persons who are not Members.
  5.04    To provide PARTICIPATING MEDICAL GROUP with claims paid and
          Non-Capitated Services data as described in the Operations Manual.
  5.05    To make trained personnel available to PARTICIPATING MEDICAL GROUP to
          assist in Quality Management activities, the establishment of
          procedures for pre-admission medical review and concurrent medical
          review of Members who require, or may require, hospitalization.
  5.06    To notify PARTICIPATING MEDICAL GROUP of any CALIFORNIACARE Group
          Benefit Agreements between BLUE CROSS and employers, government
          agencies, or any other groups, which may substantially affect
          enrollment at PARTICIPATING MEDICAL GROUP.
  5.07    To undertake reasonable efforts, in accordance with a standard of good
          faith, to assure that Members assigned to PARTICIPATING MEDICAL GROUP
          will live or work within the Service Area defined in this Agreement.
          However, BLUE CROSS reserves the right to assign any Members to
          PARTICIPATING MEDICAL GROUP at the Member's open enrollment period, or
          when the Member changes residence, or when BLUE CROSS determines such
          transfer to be in the Member's best interest due to special
          circumstances under the terms of the Member's Benefit Agreement.
  5.08    To exercise reasonable efforts to negotiate special rates with
          hospitals and other providers who contract with BLUE CROSS to render
          Non-Capitated Services to Members and to pay hospitals in accord with
          those agreements.
  5.09    To notify and consult with PARTICIPATING MEDICAL GROUP with respect to
          the development of any material changes, as determined by BLUE CROSS,
          or amendments to the Benefit Agreements, and to obtain PARTICIPATING
          MEDICAL GROUP's consent to changes that BLUE CROSS believes may
          materially affect PARTICIPATING MEDICAL GROUP, except for changes
          required by law. The foregoing consent will not be unreasonably
          withheld by PARTICIPATING MEDICAL GROUP, so long as Capitation
          payments are adjusted as mutually agreed to reflect any additional
          services which may be required due to any amendment or change in
          Member benefits.
  5.10    To accept sole responsibility for filing reports, obtaining approvals,
          and complying with the applicable laws and regulations of state,
          federal, and other regulatory agencies having jurisdiction over BLUE
          CROSS, on the condition that PARTICIPATING MEDICAL GROUP cooperates in
          providing BLUE CROSS with any information and assistance reasonably
          required. PARTICIPATING MEDICAL GROUP is not required to provide
          information which is confidential in any other existing contract of
          PARTICIPATING MEDICAL GROUP.
                                    18
  5.11    That nothing contained in this Agreement is intended to interfere with
          the professional relationship between any Member and the Member's
          PARTICIPATING MEDICAL GROUP Physician(s).
  5.12    To collect, or arrange to have collected, all premiums, Member
          payments and other items of income to which BLUE CROSS is entitled
          under its group and individual contracts or otherwise, except for (a)
          co-payments, (b) payments for non-Covered Medical Services, (c)
          coordination of benefits payments for professional services which may
          be collected by PARTICIPATING MEDICAL GROUP under the conditions set
          forth in the Member's Benefit Agreement, and (d) third party liability
          payments for professional services. Pursuant to the Benefit
          Agreement(s) BLUE CROSS may hold a lien on third party liability
          payments in the amount of benefits paid by BLUE CROSS and the value of
          medical care provided under CALIFORNIACARE for the treatment of the
          illness, injury or condition for which a third party is liable. BLUE
          CROSS shall assign to PARTICIPATING MEDICAL GROUP that portion of any
          such lien related to professional services rendered under this
          Agreement by PARTICIPATING MEDICAL GROUP. PARTICIPATING MEDICAL
          GROUP's methods of collection of such payments shall be conducted in a
          reasonable and nonegregious manner and only proper legal procedures
          may be used to enforce such payment.
  5.13    To consult with PARTICIPATING MEDICAL GROUP regarding any material
          changes, as determined by BLUE CROSS, in operating procedures and
          policies, as set forth in the Operations Manual, and to provide
          PARTICIPATING MEDICAL GROUP with an opportunity to comment on any
          policy and procedural changes which may have a substantial impact on
          PARTICIPATING MEDICAL GROUP.
VI.       ELIGIBILITY LISTINGS
  6.01    Eligibility listings of Members of employer groups who have personally
          selected, or been assigned to, PARTICIPATING MEDICAL GROUP shall be
          provided in the following manner:
          A.   BLUE CROSS shall maintain, update and distribute monthly, Member
               Eligibility Reports listing the persons who are eligible to
               receive Covered Medical Services during the applicable month.
          B.   PARTICIPATING MEDICAL GROUP shall receive a copy of the 
               Eligibility Reports at PARTICIPATING MEDICAL GROUP's main 
               site. Should PARTICIPATING MEDICAL GROUP request reports in 
               an electronic format, paper reports will continue to be 
               provided for an additional ninety (90) days only. As 
               described in the Operations Manual, BLUE CROSS will charge a 
               fee of between [  **  ] and [  **  ] per report, for each of 
               the following:
               (1)  duplicate copies of paper reports,
               (2)  copies of paper reports delivered in addition to reports in
                    electronic format after the ninety (90) day parallel
                    reporting period (tape, diskette, NDM or other electronic
                    medium),
               (3)  duplicate reports for prior months.
          C.   BLUE CROSS will discourage retroactive cancellation by an
               employer group of more than ninety (90) days from BLUE CROSS'
               applicable monthly billing process date. However, when no
               services have been rendered, BLUE CROSS may make occasional
               exceptions due to legitimate administrative processing
               requirements. Notwithstanding any retroactive cancellation of a
               Member by an employer group of more than ninety (90) days, BLUE
                                       19
               CROSS shall not be entitled to any refund of Capitation payments
               made for such Member beyond the ninety (90) day period. BLUE
               CROSS will attempt to discourage retroactively adding any Member
               after the applicable billing is reconciled. In the event BLUE
               CROSS finds it necessary to assign, up to ninety (90) days
               retroactively, a new Member to PARTICIPATING MEDICAL GROUP,
               Capitation payment for that Member shall be made, and
               PARTICIPATING MEDICAL GROUP agrees to be responsible for all
               Covered Medical Services due that Member under the terms of the
               Member's Benefit Agreement which were provided or arranged by
               PARTICIPATING MEDICAL GROUP, from the date the Member was
               assigned.
          D.   In the event care is provided to an ineligible person, based on
               an erroneous or delayed Eligibility Report, BLUE CROSS shall be
               financially responsible for all care provided by PARTICIPATING
               MEDICAL GROUP prior to the time PARTICIPATING MEDICAL GROUP
               received notice of that person's ineligibility and, on the
               condition that PARTICIPATING MEDICAL GROUP shall supply BLUE
               CROSS with evidence that PARTICIPATING MEDICAL GROUP has
               unsuccessfully sought payment for all or a portion of the charges
               from the ineligible person, or the person having legal
               responsibility for the ineligible person, through two billing
               cycles, or through a period of sixty (60) days, whichever is
               greater. In that event, BLUE CROSS' responsibility for physician
               compensation shall be measured as set forth in Exhibit E or the
               actual billed amount, whichever is less. The obligations of BLUE
               CROSS unclear this Subsection D shall be conditioned upon the
               exercise of prudent judgment by PARTICIPATING MEDICAL GROUP,
               evidenced by reasonable efforts to contact BLUE CROSS for
               verification of the eligibility of each Member prior to providing
               or arranging Covered Medical Services.
VII.      COMPENSATION TO PARTICIPATING MEDICAL GROUP
  7.01    Exhibits D, G and G-1 (all incorporated by reference herein), set
          forth Capitation payments for new and renewing business. The
          applicable Capitation payment for each Member assigned to
          PARTICIPATING MEDICAL GROUP, shall be paid monthly, prorated in
          accordance with Member eligibility.
          Such Capitation payment shall be adjusted for Member age, sex and
          Benefit Agreement in accordance with age, sex and plan relativities
          that have been developed by BLUE CROSS based upon actuarial
          assumptions and BLUE CROSS' utilization experience. BLUE CROSS
          reserves the right to adjust such relativity factors, upon contract
          renewal, based upon BLUE CROSS' experience.
  7.02    Capitation shall be paid in consideration for providing Capitation
          Services and arranging NonCapitated Services for each Member assigned
          to PARTICIPATING MEDICAL GROUP, and in consideration for all
          Capitation Services arranged through referral for Members by
          PARTICIPATING MEDICAL GROUP. The Capitation payment shall be made by
          the tenth of each month and shall be computed on the basis of the most
          current group and individual information available. In the event that
          an error is made in the computation of the Capitation payment,
          resulting in an overpayment or underpayment to PARTICIPATING MEDICAL
          GROUP, BLUE CROSS reserves the right to adjust subsequent Capitation
          payments to PARTICIPATING MEDICAL GROUP to offset such overpayment or
          underpayment.
          Each Capitation payment shall be accompanied by a remittance summary.
          The remittance summary identifies the total Capitation amount payable,
          including retroactivity and identifies those Members whose
          retroactivity had a financial impact on the total Capitation payment.
          A complete listing of Members that are eligible for Capitation
          Services is provided in the monthly Eligibility Report, as set forth
          in Article VI.
                                       20
  7.03    PARTICIPATING MEDICAL GROUP agrees that in no event shall any
          allowable co-payment or reimbursement amount, or sum thereof, due
          PARTICIPATING MEDICAL GROUP, exceed the cost to PARTICIPATING MEDICAL
          GROUP of providing the service or item which was billed.
  7.04    PARTICIPATING MEDICAL GROUP agrees to continue to provide or arrange
          for all Covered Medical Services and benefits to any Member, or former
          Member, who is eligible for coverage under the Extension of Benefits
          provision of the Benefit Agreements, in exchange for the then current
          Capitation amount per Member per month of the Benefit Agreement type
          under which the Member is, or was, enrolled. Under the circumstances
          described in this Section 7.04 BLUE CROSS shall be financially
          responsible for Non-Capitated Services.
  7.05    PARTICIPATING MEDICAL GROUP agrees to be responsible for professional
          and technical charges, as described in Exhibit A-1 (incorporated by
          reference herein), for laboratory, radiology and diagnostic testing
          procedures and diagnostic imaging examinations rendered to Members, as
          a part of, and concurrent with benefits set forth in this Agreement,
          whether billed by the hospital or by a qualified health professional
  7.06    In the event a referral provider has not been reimbursed for
          authorized Referral Services or that any other provider has not been
          reimbursed by PARTICIPATING MEDICAL GROUP as required under their
          agreement for services provided to Members within forty-five (45)
          working days following receipt of a clean, undisputed claim, then
          after notice BLUE CROSS shall have the option to pay a clean and
          uncontested claim and deduct such payment (including any interest
          payable under Health & Safety Code Section 1371), plus an
          administrative charge equal to [  **  ] of the claim amount,
          from any money due from BLUE CROSS to PARTICIPATING MEDICAL GROUP. If
          a total of five (5) or more instances occur where any provider
          associated with PARTICIPATING MEDICAL GROUP bills a Member in
          violation of this Agreement during any calendar year, BLUE CROSS may,
          in its sole discretion, suspend the assignment of new Members to
          PARTICIPATING MEDICAL GROUP until such time as PARTICIPATING MEDICAL
          GROUP has rectified the problem to BLUE CROSS' satisfaction.
VIII.     ENROLLMENT PROTECTION
  8.01    Enrollment Protection is a program designed to limit PARTICIPATING
          MEDICAL GROUP's liability for Capitation Services expense.
  8.02    For PARTICIPATING MEDICAL GROUPs with less than [  **  ] Members, on 
          the effective date of this Agreement, the liability of PARTICIPATING 
          MEDICAL GROUP for expenses for Capitation Services rendered to any 
          single Member during the calendar year shall be limited to the first 
          [  **  ] of such expenses.
  8.03    If PARTICIPATING MEDICAL GROUP's assigned CALIFORNIACARE and BLUE
          CROSS PLUS enrollment is [  **  ] or more Members, on the effective 
          date of this Agreement, PARTICIPATING MEDICAL GROUP agrees to accept 
          risk under either Subsection A or Subsection B, as indicated below.
          A.   The liability of PARTICIPATING MEDICAL GROUP for expenses for
               Capitation Services rendered to any single Member during the
               calendar year, shall be limited to the first [  **  ] of 
               Capitation Services expenses, which have been incurred by 
               PARTICIPATING MEDICAL GROUP for that Member, or
                                       21
          B.   The liability of PARTICIPATING MEDICAL GROUP for expenses for
               Capitation Services rendered to any single Member during the
               calendar year, shall be limited to the first [  **  ] of 
               Capitation Services expenses which have been incurred by 
               PARTICIPATING MEDICAL GROUP for that Member.
               PARTICIPATING MEDICAL GROUP hereby elects to accept risk pursuant
               to Section 8.03. 
               / / A.  / / B. (Check one).
  8.04    Notwithstanding Section 8.02 or 8.03 above, the liability of
          PARTICIPATING MEDICAL GROUP for expenses for Capitation Services for
          Members who have been diagnosed as having Acquired Immune Deficiency
          Syndrome (AIDS) shall be limited to [  **  ] for any Member who has 
          been diagnosed as having AIDS according to the most current criteria 
          established by the Center for Disease Control (CDC) at the time of 
          the diagnosis.
  8.05    The total expenses of PARTICIPATING MEDICAL GROUP for Capitation
          Services rendered to any single Member during the calendar year shall
          be calculated according to the fee schedule set forth in Exhibit E. In
          the event the foregoing calculation for any given procedure results in
          a figure greater than the actual cost of the procedure as billed by a
          third party, then the actual cost for that procedure shall be deemed
          to be the amount actually paid by PARTICIPATING MEDICAL GROUP.
  8.06    Expenses in connection with the following services shall not be
          included as Capitation Services expenses incurred by PARTICIPATING
          MEDICAL GROUP in reaching the Enrollment Protection level:
          A.   Services rendered in connection with Workers' Compensation cases.
          B.   Services for which payment is obtained from third-party sources.
          C.   Services for which payment is obtained from BLUE CROSS through
               any coverage other than CALIFORNIACARE.
          All co-payments applicable to Capitation Services rendered to Members
          shall be subtracted from Capitation Services expenses. When the
          PARTICIPATING MEDICAL GROUP is capitated by two coverages for one
          Member, the PARTICIPATING MEDICAL GROUP agrees to coordinate all
          related co-payments under the Coordination of Benefits rules in the
          Member's Benefit Agreement.
  8.07    PARTICIPATING MEDICAL GROUP shall maintain records necessary to
          evidence having reached the Enrollment Protection level. After
          reaching the Enrollment Protection level with regard to any Member,
          during the remainder of the calendar year PARTICIPATING MEDICAL GROUP
          shall ▇▇▇▇ BLUE CROSS for [  **  ] of services rendered, or provided, 
          to that Member by PARTICIPATING MEDICAL GROUP, calculated in 
          accordance with Sections 8.02, 8.03, 8.04, 8.05 and 8.06. 
          Reimbursement to PARTICIPATING MEDICAL GROUP for Enrollment 
          Protection shall be made by BLUE CROSS in accordance with the lesser
          of actual billed charges or the fee schedule set forth in Exhibit E,
          on a monthly basis, within forty-five (45) working days of submission
          of complete and accurate documentation by PARTICIPATING MEDICAL GROUP.
          Services which are not set forth in Exhibit E shall be reimbursed by
          BLUE CROSS at the actual charges paid by PARTICIPATING MEDICAL GROUP.
                                       22
  8.08    PARTICIPATING MEDICAL GROUP and BLUE CROSS acknowledge and agree that
          PARTICIPATING MEDICAL GROUP limitations of liability as set forth in
          this Article VIII shall be conditioned upon submission of clean
          undisputed claims to BLUE CROSS no later than twelve (12) months after
          the date of the service rendered to Members. Any claims under the
          Enrollment Protection program which would otherwise be the
          responsibility of BLUE CROSS under this Agreement shall be the
          financial responsibility of PARTICIPATING MEDICAL GROUP if a clean
          undisputed claim is not submitted within twelve (12) months of the
          date of service. For the purpose of this Agreement, a clean claim
          shall mean a claim that meets all BLUE CROSS requirements with respect
          to back-up information.
IX.       NON-CAPITATED SERVICES
  9.01    Non-Capitated Services, as defined in this Article, shall include
          Covered Medical Services, as set forth in the applicable Benefit
          Agreement and as authorized or referred by PARTICIPATING MEDICAL
          GROUP.
          The Covered Medical Services encompassed in Non-Capitated Services are
          delineated in Exhibit A(1) and include, but are not limited to:
          A.   Inpatient Hospital Services (exclusive of professional charges).
          B.   Outpatient Hospital Services (exclusive of professional charges).
          C.   Hemodialysis Services (exclusive of professional charges).
          D.   In-Area Emergency Room Facility Services (exclusive of
               professional charges).
          E.   Related Hospital Services.
          F.   Skilled Nursing Facility Services.
          G.   Ambulance Services.
          H.   Home Health Services.
          I.   Alternative Birthing Center Services (exclusive of professional
               charges).
          J.   Ten percent (10%) of expenses related to Out-of-Area Emergency
               Services (Facility and Professional Expenses).
          K.   Durable Medical Equipment and prosthetic devices.
          L.   Hospice Services.
          M.   [  **  ] of the average wholesale price (AWP) related to 
               chemotherapy drugs (intravenously administered) and injectable
               medications administered during a visit to the physician's office
               (excluding take-home insulin).
          N.   Mammography Services.
                                       23
  9.02    Billing for Non-Capitated Services shall be as follows:
          A.   The provider of Non-Capitated Services may ▇▇▇▇ BLUE CROSS
               directly, in which case, BLUE CROSS shall reimburse said provider
               within forty-five (45) working days following receipt of a clean 
               undisputed claim accompanied by an authorization from
               PARTICIPATING MEDICAL GROUP; or,
          B.   The provider of Non-Capitated Services may ▇▇▇▇ PARTICIPATING
               MEDICAL GROUP, in which case, PARTICIPATING MEDICAL GROUP shall
               ▇▇▇▇ BLUE CROSS for reimbursement. BLUE CROSS shall reimburse
               PARTICIPATING MEDICAL GROUP within forty-five (45) working days
               following BLUE CROSS's receipt of a clean undisputed claim from
               PARTICIPATING MEDICAL GROUP, on the condition that such claim
               shall be submitted to BLUE CROSS no later than twelve (12) months
               after the date of service. This section shall only apply for the
               following Non-Capitated Services: mammography services, DME,
               prosthetics and injectable medications (including chemotherapy
               drugs and infused substances).
               In either case described above, BLUE CROSS shall pay contracting
               providers at the rate negotiated between BLUE CROSS and said
               provider. In the case of non-contracting providers, BLUE CROSS
               shall pay the lesser of: the actual billed charges, or the
               maximum allowable rate according to the BLUE CROSS Customary and
               Reasonable charges, or the rate arranged for by a CALIFORNIACARE
               Case Manager.
  9.03    Case Management Stop-Loss.
          A.   The Case Management Program is a program in which a Member's
               medical needs are assessed by PARTICIPATING MEDICAL GROUP in
               conjunction with a CALIFORNIACARE Case Manager to explore and
               coordinate treatment alternatives. PARTICIPATING MEDICAL GROUP
               should notify the CALIFORNIACARE Case Manager prior to the Member
               achieving the applicable Case Management Stop-Loss Threshold, as
               described below.
          B.   For PARTICIPATING MEDICAL GROUPs with enrollment of [  **  ] or 
               more Member Months for the calendar year, the Case Management 
               Stop-Loss Threshold for an individual Member shall be [  **  ] 
               of Non-Capitated Expenses.
               For PARTICIPATING MEDICAL GROUPs with enrollment of less than
               [  **  ] Member Months, the Case Management Stop-Loss Threshold 
               shall be [  **  ] of Non-Capitated Expenses.
          C.   Authorized expenses for Member's Non-Capitated Services, up to
               the Case Management Stop-Loss Threshold specified above will be
               accrued toward PARTICIPATING MEDICAL GROUP's PMPM Non-Capitated
               Expenses. Additionally, [  **  ] of expenses between the
               applicable Case Management Stop-loss Threshold and [  **  ] 
               incurred by an individual Member will be accrued toward 
               PARTICIPATING MEDICAL GROUP's PMPM Non-Capitated Expenses. 
               Non-Capitated expenses greater than [  **  ] for any individual
               Member will not be included in PARTICIPATING MEDICAL GROUP's PMPM
               Non-Capitated Expenses.
                                       24
          D.   The Case Management Stop-loss Thresholds described above will
               apply to Members whose treatment includes transplants (solid
               organ and bone marrow/stem cell), except in those cases where
               PARTICIPATING MEDICAL GROUP fails to notify BLUE CROSS, as
               described in Section 4.02F. When PARTICIPATING MEDICAL GROUP
               fails to provide such notice, all of that Member's Non-Capitated
               Expenses will be included in PARTICIPATING MEDICAL GROUP's PMPM
               Non-Capitated Expenses.
  9.04    Calculating PARTICIPATING MEDICAL GROUP PMPM Non-Capitated Expenses.
          The Non-Capitated Expenses shall include actual expenses incurred by
          BLUE CROSS to provide Non-Capitated Services to Members, as authorized
          or referred by the PARTICIPATING MEDICAL GROUP. Expenses above the
          Case Management Stop-Loss Threshold, as set forth in Section 9.03, and
          expenses incurred by Members or former Members covered under the
          Extension of Benefits provision of the Benefit Agreements are excluded
          from PARTICIPATING MEDICAL GROUP's Non-Capitated Expenses for purposes
          of determining the Non-Capitated Performance Settlement.
          BLUE CROSS shall accrue Non-Capitated Expenses by each PARTICIPATING
          MEDICAL GROUP by the calendar year the services were incurred and paid
          through one hundred and twenty (120) days (April 30) after year-end.
          Beginning in year two (2) of this Agreement, any claims received after
          calculation of the final Non-Capitated Performance Settlement will be
          charged to the following year's Non-Capitated Expenses. Any
          Non-Capitated Services treatments that begin in one calendar year and
          extend into the next year shall accrue to the year the treatment
          began. Notwithstanding the aforementioned, any claims for
          Non-Capitated Services or Shared Risk Services (as defined in the
          CALIFORNIACARE Medical Services Agreement in effect for years prior to
          1997) paid after April 30, 1997 will be charged to the 1997
          Non-Capitated Expense.
          PARTICIPATING MEDICAL GROUP's PMPM Non-Capitated Expense is the
          quotient of PARTICIPATING MEDICAL GROUP's Non-Capitated Expenses
          divided by PARTICIPATING MEDICAL GROUP's calendar year Member Months.
          BLUE CROSS shall provide PARTICIPATING MEDICAL GROUP with quarterly
          reports advising them of their Non-Capitated Expenses. The Operations
          Manual describes the PARTICIPATING MEDICAL GROUP reports.
  9.05    Non-Capitated Performance Settlement Schedule.
          Non-Capitated Performance Settlement Schedule shall mean a schedule
          that will be the basis for determining the Non-Capitated Performance
          Settlement. This schedule presents BLUE CROSS's prior year aggregate
          PMPM Non-Capitated Expenses adjusted by factors to account for medical
          inflation. Exhibit F (incorporated by reference herein) sets forth the
          Non-Capitated Performance Settlement Schedule.
  9.06    Calculating the Non-Capitated Performance Settlement.
          A.   PARTICIPATING MEDICAL GROUP's Adjusted PMPM Non-Capitated
               Expense.
               PARTICIPATING MEDICAL GROUP's Adjusted PMPM Non-Capitated
               Expenses is the quotient of PARTICIPATING MEDICAL GROUP's PMPM
               Non-Capitated Expenses divided by the composite of PARTICIPATING
               MEDICAL GROUP's Age/Sex, Plan, Stop-Loss and Region Factors.
                                       25
               The PARTICIPATING MEDICAL GROUP's PMPM Non-Capitated Expense is
               adjusted to account for the PARTICIPATING MEDICAL GROUP's mix of
               Members and make the PARTICIPATING MEDICAL GROUP's PMPM
               Non-Capitated Expenses comparable to the Non-Capitated
               Performance Settlement Schedule, as set forth in Exhibit F.
          B.   Non-Capitated Performance Settlement.
               If the PARTICIPATING MEDICAL GROUP's Adjusted PMPM Non-Capitated
               Expense is equal to or greater than the Attachment Point, the
               PARTICIPATING MEDICAL GROUP will not receive a Non-Capitated
               Performance Settlement. If the PARTICIPATING MEDICAL GROUP's
               Adjusted PMPM Non-Capitated Expense is less than the Attachment
               Point, the PARTICIPATING MEDICAL GROUP will receive a
               Non-Capitated Performance Settlement.
               The PMPM Non-Capitated Performance Settlement is determined by
               allocating a portion of the difference between the Attachment
               Point and the PARTICIPATING MEDICAL GROUP's Adjusted PMPM
               Non-Capitated Expense. The proportion of the difference allocated
               to the PMPM Non-Capitated Performance Settlement is according to
               the Non-Capitated Performance Settlement Schedule, set forth in
               Exhibit F. The PMPM Non-Capitated Performance Settlement amount
               multiplied by the PARTICIPATING MEDICAL GROUP's calendar year
               Member Months determines the total Non-Capitated Performance
               Settlement.
               Within forty-five (45) working days after April 30, BLUE CROSS
               shall pay the Non-Capitated Performance Settlement if a
               Non-Capitated Performance Settlement amount is due to the
               PARTICIPATING MEDICAL GROUP.
               Notwithstanding the above, in the event this Agreement is
               terminated, BLUE CROSS shall calculate the Non-Capitated
               Performance Settlement in accordance with this Article IX and
               shall pay PARTICIPATING MEDICAL GROUP a preliminary Non-Capitated
               Performance Settlement equal to [  **  ] of any amount due 
               PARTICIPATING MEDICAL GROUP based upon this calculation. Twelve 
               (12) months following the calculation and payment of the 
               preliminary Non-Capitated Performance Settlement, BLUE CROSS 
               shall calculate a final Non-Capitated Performance Settlement in 
               accordance with this Article IX and shall pay any amount due 
               PARTICIPATING MEDICAL GROUP, less any amounts paid at the time 
               of preliminary Non-Capitated Performance Settlement. In the 
               event monies paid PARTICIPATING MEDICAL GROUP at the time of
               the preliminary Non Capitated Performance Settlement exceed the
               final Non-Capitated Performance Settlement, PARTICIPATING MEDICAL
               GROUP shall reimburse BLUE CROSS any amounts owed within
               forty-five (45) working days of notification from BLUE CROSS.
X.        OUTPATIENT PRESCRIPTION DRUG EXPENSE
  10.01   Calculating PARTICIPATING MEDICAL GROUP PMPM Outpatient Prescription
          Drug Expenses ("PMPM OPDE").
          The Outpatient Prescription Drug Expense ("OPDE") shall include
          expenses incurred by BLUE CROSS to provide covered outpatient
          prescription drugs to Members assigned to PARTICIPATING MEDICAL GROUP.
          BLUE CROSS shall accrue OPDE for each PARTICIPATING MEDICAL GROUP by
          the calendar year the services were incurred and paid through one
          hundred and twenty (120) days after yearend. Beginning in year two (2)
          of this Agreement, any claims received after calculation of the final
          Outpatient Prescription Drug Settlement will be charged to the
          following year's OPDE. Notwithstanding the aforementioned, any claims
          for outpatient prescription drug services
                                       26
          incurred prior to 1997 but paid after the final Non-Capitated
          Performance Settlement calculation for 1996 and if applicable, for
          subsequent years, will be charged to the following year's OPDE.
          PARTICIPATING MEDICAL GROUP's PMPM OPDE is the quotient of
          PARTICIPATING MEDICAL GROUP's OPDE divided by the PARTICIPATING
          MEDICAL GROUP's calendar year Member Months for Members with
          outpatient prescription drug benefits.
          BLUE CROSS shall provide PARTICIPATING MEDICAL GROUP with quarterly
          reports advising them of their OPDE. Report formats are described in
          the Operations Manual.
  10.02   Outpatient Prescription Drug Settlement Schedule.
          The Outpatient Prescription Drug Settlement Schedule set forth at
          Exhibit H (incorporated by reference herein) will be the basis for
          determining PARTICIPATING MEDICAL GROUP's Outpatient Prescription Drug
          Settlement.
  10.03   Calculating the Outpatient Prescription Drug Settlement.
          If PARTICIPATING MEDICAL GROUP's PMPM OPDE is less than the Outpatient
          Prescription Drug Expense Target, the PARTICIPATING MEDICAL GROUP will
          receive an Outpatient Prescription Drug Settlement. If the
          PARTICIPATING MEDICAL GROUP's PMPM Outpatient Prescription Drug
          Expense is equal to or greater than the Outpatient Prescription Drug
          Expense Target, the PARTICIPATING MEDICAL GROUP will not receive an
          Outpatient Prescription Drug Settlement.
          A.   Outpatient Prescription Drug Settlement.
               The PMPM Outpatient Prescription Drug Settlement is determined by
               allocating a portion of the difference between the OPDE Target,
               and the PARTICIPATING MEDICAL GROUP's PMPM Outpatient
               Prescription Drug Expense. The proportion of the difference
               allocated to the PMPM Outpatient Prescription Drug Settlement is
               determined in accordance with the Outpatient Prescription Drug
               Schedule, set forth in Exhibit H.
          B.   Formulary Utilization Incentive.
               If PARTICIPATING MEDICAL GROUP's use of the BLUE CROSS Outpatient
               Prescription Drug Formulary (the "Formulary") is equal to or
               greater than [  **  ], as described in Exhibit H, and 
               PARTICIPATING MEDICAL GROUP's PMPM OPDE is less than the OPDE 
               Target, an additional [  **  ] PMPM will be added to
               PARTICIPATING MEDICAL GROUP's PMPM Outpatient Prescription Drug
               Settlement.
          The amount of the Outpatient Prescription Drug Settlement and
          Formulary utilization incentive will be based on the applicable PMPM
          Settlement calculation under Exhibit H multiplied by PARTICIPATING
          MEDICAL GROUP's Member Months for Members with outpatient prescription
          drug benefits. Within forty-five (45) working days after April 30,
          BLUE CROSS will pay any Outpatient Prescription Drug Settlement that
          is due PARTICIPATING MEDICAL GROUP for the previous year.
          Notwithstanding the above, in the event this Agreement is terminated
          BLUE CROSS shall calculate the Outpatient Prescription Drug Settlement
          in accordance with this Article X and shall pay PARTICIPATING MEDICAL
          GROUP a preliminary Outpatient Prescription Drug Settlement equal to
          [  **  ] of any amount due PARTICIPATING MEDICAL GROUP based upon 
          this calculation. Twelve (12) months following the calculation and 
          payment of the preliminary Outpatient Prescription Drug Settlement, 
          BLUE CROSS shall calculate a final
                                       27
          Outpatient Prescription Drug Settlement in accordance with this
          Article X and shall pay any amount due PARTICIPATING MEDICAL GROUP.
          less any amounts paid at the time of preliminary Outpatient
          Prescription Drug Settlement. In the event monies paid PARTICIPATING
          MEDICAL GROUP at the time of the preliminary Outpatient Prescription
          Drug Settlement exceed the final Outpatient Prescription Drug
          Settlement, PARTICIPATING MEDICAL GROUP shall reimburse BLUE CROSS any
          amounts owed within forty-five (45) working days of notification from
          BLUE CROSS.
XI.       QUALITY MANAGEMENT BONUS
          Blue Cross will evaluate PARTICIPATING MEDICAL GROUP's Quality
          Management Program and Member quality of care using a scorecard.
          PARTICIPATING MEDICAL GROUP will be notified of the scorecard
          parameters and scoring methodology prior to the start of each year, as
          described in the Operations Manual.
          PARTICIPATING MEDICAL GROUP must meet minimum eligibility criteria to
          receive a scorecard score and therefore to be eligible for a Quality
          Management Bonus. These criteria include a minimum of [  **  ] Member
          months for a calendar year and submission to BLUE CROSS of all
          necessary encounter data.
          A Quality Management Bonus will be paid if PARTICIPATING MEDICAL
          GROUP's performance on the scorecard is average or above average. No
          Quality Management Bonus will be paid if PARTICIPATING MEDICAL GROUP's
          scorecard performance is below average. BLUE CROSS will notify
          PARTICIPATING MEDICAL GROUP of the scorecard results sixty (60) days
          following the end of the calendar year.
          The Quality Management Bonus paid to PARTICIPATING MEDICAL GROUP,
          should a payment be due in accordance with the PMPM Quality Management
          Bonus Schedule shown in Exhibit I (incorporated by reference herein),
          will be made by the fifteenth of June following the end of the
          calendar year for which it is based.
XII.      BILLING FOR HMO-USA AWAY FROM HOME CARE SERVICES
  12.01   PARTICIPATING MEDICAL GROUP agrees to render or refer urgent care,
          Emergency services, follow-up care and routine services, as Host HMO
          to out-of-state members of HMO-USA participating plans, when such care
          is prearranged by BLUE CROSS. Urgent care as it relates to the HMO-USA
          Away From Home Care Program means outpatient medical care which the
          Host HMO determines is required for an unexpected illness or injury
          that is not life threatening, but which cannot reasonably be postponed
          until the HMO-USA participating plan member returns to the service
          area of the member's Home HMO.
          All medical services rendered at PARTICIPATING MEDICAL GROUP or
          Satellite Facilities and all Referral Services rendered to members of
          HMO-USA participating plans, due to unavailability of the required
          services at PARTICIPATING MEDICAL GROUP, shall be paid by BLUE CROSS.
          For services PARTICIPATING MEDICAL GROUP provides directly to members
          of HMO-USA participating plans, BLUE CROSS shall reimburse
          PARTICIPATING MEDICAL GROUP at PARTICIPATING MEDICAL GROUP's invoiced
          amount, not to exceed reimbursement in accordance with Exhibit E of
          this Agreement. For Referral Services, PARTICIPATING MEDICAL GROUP may
          instruct providers of Referral Services to ▇▇▇▇ BLUE CROSS directly
          or, such providers may ▇▇▇▇ PARTICIPATING MEDICAL GROUP, in which
          case, PARTICIPATING MEDICAL GROUP shall be reimbursed by BLUE CROSS.
          In all cases, PARTICIPATING MEDICAL GROUP or provider of Referral
          Services shall note on the claim that services were
                                       28
          rendered to a member of an HMO-USA participating plan. Neither
          PARTICIPATING MEDICAL GROUP nor provider of Referral Services shall
          ▇▇▇▇ members of HMO-USA participating plans.
  12.02   BLUE CROSS agrees to pay PARTICIPATING MEDICAL GROUP within forty-five
          (45) working days of receipt of a completed professional services
          claim form for authorized services rendered to members of HMO-USA
          participating plans.
XIII.     TERM OF AGREEMENT, TERMINATION
  13.01   This Agreement shall be in effect for a THREE (3) year period (the
          "Initial Term") from the date noted on page 1. Unless written notice
          of intent not to renew or of intent to modify this Agreement is
          provided at least one hundred twenty (120) days prior to completion of
          the Initial Term or any subsequent renewal period, this Agreement
          shall renew upon the same terms and conditions for consecutive one
          year periods each year thereafter.
  13.02   Should this Agreement be terminated pursuant to Section 13.01 above,
          PARTICIPATING MEDICAL GROUP agrees to continue to provide Capitation
          Services and to arrange NonCapitated Services for all Members assigned
          to PARTICIPATING MEDICAL GROUP, including any Members who become
          eligible during the notice period set forth in Section 13.01 above;
          and to provide these services consistent with the terms and conditions
          of the applicable Benefit Agreements. In such case, Capitation
          Services rendered to Members shall be compensated at the applicable
          rates set forth in Exhibit E, until the annual anniversary dates of
          the Benefit Agreements of Members assigned to PARTICIPATING MEDICAL
          GROUP.
          In the event this Agreement is terminated, BLUE CROSS shall have the
          right, but not the obligation, to directly pay any bills for expenses
          for Referral Services rendered to Members assigned to PARTICIPATING
          MEDICAL GROUP which remain outstanding on the date of termination.
          BLUE CROSS shall immediately be notified in writing of all such
          outstanding bills for Referral Services and BLUE CROSS shall have the
          right to set off the amount of such payments against any amount due
          PARTICIPATING MEDICAL GROUP for Capitation and NonCapitated Services
          pursuant to Article IX, or any other payments due PARTICIPATING
          MEDICAL GROUP.
          The right to set off such payments against any amounts due under this
          Agreement shall be in addition to any other rights BLUE CROSS may have
          under this Agreement, or in law or in equity.
  13.03   Termination of this Agreement shall not affect any rights or
          obligations hereunder which shall have previously accrued, or shall
          thereafter arise, with respect to any occurrence prior to termination,
          and such rights and obligations shall continue to be governed by the
          terms of this Agreement.
          Without limiting the foregoing, if this Agreement is terminated,
          PARTICIPATING MEDICAL GROUP shall continue to provide and be
          compensated under the terms of this Agreement for Covered Medical
          Services provided to each Member who is under the care of
          PARTICIPATING MEDICAL GROUP at the time of that termination, until the
          services being rendered to that Member are completed or reasonable and
          medically appropriate provision is made for the assumption of such
          services by another contracting provider.
                                       29
  13.04   In the event of a material breach of this Agreement the party claiming
          the breach shall give written notice to the other, with registered or
          certified mail. The notice shall specify the breach with as much
          detail as possible. The party receiving the notice shall then have
          thirty (30) days to commence curing the breach. If the breach is not
          cured to the satisfaction of the complaining party within sixty (60)
          days after the notice is received by the other party, this Agreement
          shall terminate at the end of the sixtieth (60th) day or, if the
          breach is by PARTICIPATING MEDICAL GROUP, BLUE CROSS may in the
          alternative freeze enrollment of PARTICIPATING MEDICAL GROUP and/or
          withhold [  **  ] of the Capitation until such breach is cured to 
          BLUE CROSS' satisfaction.
XIV.      ARBITRATION OF DISPUTES BETWEEN BLUE CROSS AND PARTICIPATING MEDICAL
          GROUP
  14.01   PARTICIPATING MEDICAL GROUP and BLUE CROSS agree to meet and confer in
          good faith to resolve any problems or disputes that may arise under
          this Agreement.
  14.02   Any problem or dispute arising under this Agreement and/or concerning
          the terms of this Agreement that is not satisfactorily resolved under
          Section 14.01 shall be arbitrated. The arbitration shall be initiated
          by either party making a written demand for arbitration on the other
          party. Arbitration shall be conducted by the American Arbitration
          Association (AAA) under the Commercial Rules of the AAA. The
          arbitration shall also be subject to California Code of Civil
          Procedure, Title Nine, Section 1280, ET. SEQ., unless otherwise
          mutually agreed. The parties agree that the decision of the arbitrator
          shall be final and binding as to each of them, except to the extent
          that California or Federal law provide for the review of arbitration
          proceedings. Issues as to whether malpractice was committed by a
          physician shall not be subject to Arbitration by the AAA unless
          otherwise agreed in writing by the parties and the AAA.
  14.03   ARBITRATION FEE. In all cases submitted to AAA, the parties agree to
          share equally the AAA administrative fee as well as the arbitrator's
          fee, if any, unless otherwise assessed by the arbitrator. The
          administrative fee shall be advanced by the initiating party.
  14.04   ENFORCEMENT OF AWARD. The parties agree that the arbitrator's award
          may be enforced in any court having jurisdiction thereof by the filing
          of a petition to enforce said award. Costs of filing may be recovered
          by the party that initiates the action to have an award enforced.
  14.05   ALTERNATIVE DISPUTE SETTLEMENT TECHNIQUES. Should the parties, prior
          to submitting a dispute to arbitration, desire to utilize other
          impartial dispute settlement techniques, such as mediation or
          fact-finding, a joint request for such services may be made to the
          AAA, or the parties may initiate such other procedures as they may
          mutually agree upon.
  14.06   LIMITATION. Nothing contained herein is intended to create, nor shall
          it be construed to create, any right of any Member to independently
          initiate the arbitration procedure established in this Article. This
          limitation shall not prevent BLUE CROSS from initiating such
          procedures as the representative of its Members, or PARTICIPATING
          MEDICAL GROUP from initiating such procedures on behalf of Members for
          whom they have assumed responsibility for the provision of Capitation
          Services, and for arranging Non-Capitated Services provided that in
          any such case BLUE CROSS or PARTICIPATING MEDICAL GROUP, respectively,
          shall be considered the initiating party for the purposes of Section
          14.03 hereof.
  14.07   Each party hereto agrees to notify the other at the earliest
          reasonable time in the event of any dispute which may be arbitrated,
          and in the event either party becomes aware of facts or circumstances
          which indicate a reasonable possibility of litigation with any third
          person or entity, and which are relevant to any rights, obligations,
          or other responsibilities under this Agreement.
                                       30
XV.       CALIFORNIACARE MEMBER GRIEVANCE SYSTEM
  15.01   In the event a Member perceives a problem which the CALIFORNIACARE
          Coordinator is unable to satisfactorily resolve, the Member shall be
          advised to complete a Grievance Form and submit it to the
          CALIFORNIACARE Coordinator. The grievance shall be reviewed and
          resolved if possible, by the PARTICIPATING MEDICAL GROUP's Quality
          Management Committee.
  15.02   PARTICIPATING MEDICAL GROUP shall maintain a log of all grievances
          heard by PARTICIPATING MEDICAL GROUP's Quality Management Committee
          filed by Members who are assigned to PARTICIPATING MEDICAL GROUP and
          shall, on a quarterly basis, forward a copy of each grievance to the
          CALIFORNIACARE Quality Management Representative.
  15.03   PARTICIPATING MEDICAL GROUP shall provide a written response to Member
          within fifteen (15) working days of receipt of grievance. In the
          event a grievance cannot be resolved by the PARTICIPATING MEDICAL
          GROUP's Quality Management Committee to the complaining Member's
          satisfaction within fifteen (15) working days of receipt, the Member
          may appeal to BLUE CROSS using the procedures in the Member's Benefit
          Agreement and in the Operations Manual. In the event that the Member
          appeals to BLUE CROSS, PARTICIPATING MEDICAL GROUP agrees to provide
          BLUE CROSS with a response to the grievance and the pertinent medical
          records within ten (10) days from the date of such request by BLUE
          CROSS.
  15.04   The Member shall be notified of the disposition of the complaint by
          BLUE CROSS within fifteen (15) working days of making the appeal.
XVI.      MISCELLANEOUS PROVISIONS
  16.01   AMENDMENT. This Agreement or any part or section of it may be amended
          at any time during the term of the Agreement by mutual written consent
          of duly authorized representatives of BLUE CROSS and PARTICIPATING
          MEDICAL GROUP.
  16.02   ASSIGNMENT. BLUE CROSS and PARTICIPATING MEDICAL GROUP, pursuant to
          mutual written agreement, may assign rights and duties established
          under this Agreement, provided that no such assignment shall adversely
          affect the rights or duties of Members or be in conflict with the
          requirements of state or federal laws or regulations under which BLUE
          CROSS is licensed or regulated.
  16.03   MARKETING, ADVERTISING AND PUBLICITY. BLUE CROSS shall have the right
          to use the name of PARTICIPATING MEDICAL GROUP for purposes of
          informing Members and prospective Members of the identity of
          PARTICIPATING MEDICAL GROUP.
          Except as provided above, BLUE CROSS and PARTICIPATING MEDICAL GROUP
          each reserve the right to control the use of their respective names
          and all symbols, trademarks or service marks presently existing, or
          later established. In addition, except as provided above, neither BLUE
          CROSS nor PARTICIPATING MEDICAL GROUP shall use the other party's
          name, symbols, trademarks or service marks in advertising or
          promotional materials, or otherwise, without the prior written consent
          of that party, and shall cease any such usage immediately upon written
          notice of the party, or on termination of this Agreement, whichever
          first occurs.
  16.04   SOLE AGREEMENT. This Agreement with its Exhibits and the Operations
          Manual, represents the entire agreement between the parties hereto and
          supersedes any and all prior or contemporaneous, written or oral
          agreements, representations or understandings.
                                       31
  16.05   INDEPENDENT CONTRACTORS. PARTICIPATING MEDICAL GROUP shall furnish
          care or other benefits to Members as an independent contractor, and
          BLUE CROSS shall not be liable for any claim or demand on account of
          damages arising out of, or in connection with, any injuries suffered
          by any Member while receiving care from, or care authorized by,
          PARTICIPATING MEDICAL GROUP or any of its Member Physicians.
  16.06   SEVERABILITY. If any term, provision, covenant or condition of this
          Agreement is held by a court of competent jurisdiction to be invalid,
          void or unenforceable, the remainder of the provisions hereof shall
          remain in full force and effect and shall in no way be affected,
          impaired, or invalidated as a result of such decision.
  16.07   NOTICES. Any notice which is required or permitted to be given
          pursuant to this Agreement shall be in writing and shall either be
          personally delivered, or sent by registered or certified mail, in the
          United States Postal Service, return receipt requested, postage
          prepaid, addressed to each party at its principal office or at the
          address provided in writing to the other. Notices shall be effective
          when received.
  16.08   MAXIMUM CAPACITY. The Maximum Capacity of PARTICIPATING MEDICAL GROUP
          during the term of this Agreement shall be UNLIMITED Members.
  16.09   ▇▇▇▇-▇▇▇▇▇ ACT. BLUE CROSS is subject to the requirements of the
          ▇▇▇▇-▇▇▇▇▇ Act and any provision required to be in this Agreement
          thereunder shall bind BLUE CROSS and PARTICIPATING MEDICAL GROUP,
          whether or not expressly provided in this Agreement.
  16.10   SOLICITATION OF MEMBERS. The business relationship between BLUE CROSS
          and its Members, and BLUE CROSS and the employer groups with which it
          contracts, shall be deemed the property of BLUE CROSS. Similarly, all
          lists of Members accepted by PARTICIPATING MEDICAL GROUP under the
          provisions of this Agreement and of the employer groups to which they
          belong, shall be deemed the property of BLUE CROSS. During the term of
          this Agreement or any renewal thereof, and for a period of one (1)
          year from the date of termination, PARTICIPATING MEDICAL GROUP agrees
          and will require its PARTICIPATING MEDICAL GROUP Physicians and all
          other contracted Health Professionals to agree, that they will not,
          within the service area of BLUE CROSS: (1) interfere with BLUE CROSS'
          contract and/or property rights; (2) advise or counsel any Member or
          employer groups to dissenroll from BLUE CROSS; (3) solicit such Member
          or employer group to become enrolled with any other health maintenance
          organization, preferred provider organization or any other similar
          hospitalization or medical payment plan or insurance company; or (4)
          disclose proprietary BLUE CROSS information. This section shall not
          apply to general mailings unless the mailings specifically target BLUE
          CROSS Members and as long as the mailings do not violate the intent of
          this section.
  16.11   CONFIDENTIALITY. PARTICIPATING MEDICAL GROUP and BLUE CROSS agree to
          keep confidential, except as otherwise required by applicable law or
          this Agreement, the terms and conditions of this Agreement and any
          amendments thereto. Violation of the above shall be deemed a material
          breach.
  16.12   WAIVER. The waiver by either party of a failure to perform any
          covenant or condition set forth in this Agreement shall not act as a
          waiver of performance for a subsequent breach of the same or any other
          covenant or condition set forth in this Agreement.
                                       32
  16.13   GOVERNING LAW. This Agreement shall be construed and enforced in
          accordance with the laws of the State of California.
 BLUE CROSS OF CALIFORNIA                     PARTICIPATING MEDICAL GROUP
 Signature:  /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇             Signature:  /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
           --------------------------------             -----------------------
 Name:     ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇                   Name:     ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
           --------------------------------             -----------------------
 Title:    Vice President                     Title:    President
           --------------------------------             -----------------------
           Network Development & Manaqement
           --------------------------------             -----------------------
 Date:              2/13/97                   Date:             11-26-96
           --------------------------------             -----------------------
                                       33
                                     EXHIBIT A
                                          
                              COVERED MEDICAL SERVICES
I.   MEDICAL AND SURGICAL SERVICES
     A.   Physician's services at the:
          (1)  Physician's office; the Member shall pay any copayment directly
               to the physician for each such visit
          (2)  Hospital or Skilled Nursing Facility
     B.   Professional services of an anesthetist or anesthesiologist
     C.   Diagnostic X-ray examinations
     D.   Laboratory tests
     E.   Radiation therapy in Physician's office, including use of X-ray,
          radium, cobalt and other radioactive substances
     F.   Professional services of other participating Health Professionals
     G.   Professional services of a physician at the Member's home when the
          Member is too ill or disabled to be seen during regular office hours.
          The Member shall pay the amounts set forth in the Member's Benefit
          Agreement to the physician for each such visit.
II.  PSYCHIATRIC CARE BENEFITS
     A.   Inpatient Visits
          Physician's hospital visits shall be limited as set forth in the
          Member's Benefit Agreement during each calendar year and the Member
          shall pay the amounts set forth in the Member's Benefit Agreement to
          the physician for each such visit.
     B.   Outpatient Visits or Sessions
          Outpatient care shall be provided for short-term evaluation of the
          Member's condition when such care is ordered by the attending
          PARTICIPATING MEDICAL GROUP Physician. Charges and limitations as set
          forth in the Member's Benefit Agreement. This care shall not include
          visits for psychoanalysis.
III. COVERED PREVENTIVE CARE BENEFITS
     The following services shall be provided when performed by, authorized by,
     or deemed appropriate by the Member's Primary Care Physician. The Member
     shall pay any copayment listed in the Member's Benefit Agreement directly
     to the physician for each service performed.
     A.   Well baby care through age 2 years, including immunizations.
     B.   Scheduled physical examinations as set forth in the Member's Benefit
          Agreement.
     C.   Pediatric and adult immunizations.
     D.   Eye examinations
     E.   Infertility studies for Members aged 18 or over.
                                       A-1
     F.   Ear examinations.
     G.   Health education services as follows:
          (1)  Health education services and education in the appropriate use of
               health services and in the contribution each Member can make to
               the maintenance of his/or her own health.
          (2)  Instruction in personal health care measures.
          (3)  Information about services provided, including recommendations on
               generally accepted medical standards for use and frequency of
               such services.
     H.   Services such as pre- and post-hospitalization planning; referral to
          services provided through community health and social welfare agencies
          and related family counseling for the physical, emotional and economic
          impact of illness and disability.
     I.   Allergy testing and administration of injections.
                                       A-2
                            EXHIBIT A(1) CALIFORNIACARE
                      DIVISION OF FINANCIAL RESPONSIBILITIES
                                                                   NON-
  LIST OF BENEFITS / SERVICES                    CAPITATION     CAPITATED
  ---------------------------                    ----------     ---------
                                                          
    ACUPUNCTURE                                  
                                                 
    AIDS
      Inpatient Facility Component               
                                                 
      Professional Component                     
                                                 
    ALLERGY TESTING & TREATMENT
      Professional Component                     
                                                 
      Serums                                     
                                                 
    AMBULANCE: Air or Ground
      In-Area                                                    [  **  ](1)
                                                 
      Out-of-Area                                
                                                 
    AMNIOCENTESIS
      Outpatient Facility Component              
                                                 
      Professional Component                     
                                                 
    ANESTHETICS, Administration of               
                                                 
    ARTIFICIAL EYE                               
                                                 
  * ARTIFICIAL INSEMINATION                      
                                                 
    ARTIFICIAL LIMBS (Prosthetic Device)         
                                                 
    BIOFEEDBACK                                  
                                                 
    BLOOD AND BLOOD PRODUCTS
      From Blood Bank                            
                                                 
      Autologous Blood Donation                  
                                                 
  * CHEMICAL DEPENDENCY REHABILITATION
      Inpatient Facility Component                                     
                                                 
      Inpatient Professional Component           
                                                 
      Outpatient Facility Component              
                                                 
      Outpatient Professional Component          
                                                            
 *  As set forth in the applicable Benefit Agreement
(1) All references to division of responsibility have been deleted.
                                       A(1)-1
                                  EXHIBIT A(1)
                                 CALIFORNIACARE
                      DIVISION OF FINANCIAL RESPONSIBILITIES
                                                                                      NON-
LIST OF BENEFITS / SERVICES                                          CAPITATION     CAPITATED
---------------------------                                          ----------     ---------
                                                                              
  CHEMOTHERAPY DRUGS (intravenously administered)
    Professional Component                                         
                                                                   
    Chemotherapy Drugs                                             
                                                                   
  CHIROPRACTIC (REFERRED SERVICE ONLY)                             
                                                                   
  CIRCUMCISION                                                     
                                                                   
  COLOSTOMY SUPPLIES
    Inpatient Facility Component                                   
                                                                   
    Outpatient Dispensing                                          
                                                                   
    In Conjunction with Home Health                                
                                                                   
  DENTAL SERVICES
  (ACCIDENTAL INJURY TO SOUND NATURAL TEETH AND DENTAL WORK
  NECESSARY FOR THE CONSTRUCTION OF NON-DENTAL STRUCTURES)
    Inpatient Facility Component                                   
                                                                   
    Professional Component                                         
                                                                   
  DETOXIFICATION
    Inpatient Facility Component                                   
                                                                   
    Professional Component                                                           [  **  ](1)
                                                                   
* DURABLE MEDICAL EQUIPMENT (DME)                                  
                                                                   
  EMERGENCY ADMISSIONS: In-Area
    Facility Component                                             
                                                                   
    Professional Component                                         
                                                                   
  EMERGENCY ADMISSIONS: Out-of-Area
    Facility Component                                             
                                                                   
    Professional Component                                         
                                                                   
  EMERGENCY ROOM: In-Area
    Facility Component                                             
                                                                   
    Professional Component                                         
                                                                   
 *  As set forth in the applicable Benefit Agreement
(1) All references to division of responsibility have been deleted.
                                     A(1)-2
                                  EXHIBIT A(1)
                                 CALIFORNIACARE
                      DIVISION OF FINANCIAL RESPONSIBILITIES
                                                                                      NON-
LIST OF BENEFITS / SERVICES                                          CAPITATION     CAPITATED
---------------------------                                          ----------     ---------
                                                                              
  EMERGENCY ROOM: Out-of-Area
    Facility Component                                             
                                                                   
    Professional Component                                         
                                                                   
  EMPLOYMENT PHYSICAL EXAMS                                        
  ENDOSCOPIC STUDIES
    Inpatient / Outpatient Facility Component                      
                                                                   
    Professional Component                                         
                                                                   
  EXPERIMENTAL PROCEDURES                                          
  FAMILY PLANNING SERVICES                                                            [  **  ](1)
    Inpatient Facility Component                                   
                                                                   
    Outpatient Clinic or Non-Hospital Facility Component           
                                                                   
    Professional Component                                         
                                                                   
  FETAL MONITORING
    Inpatient Facility Component                                   
                                                                   
    Professional Component                                         
                                                                   
  GENETIC TESTING                                                  
                                                                   
  HEALTH EDUCATION                                                 
                                                                   
**HEALTH EVALUATIONS / PHYSICALS                                   
   (REQUIRED BY THIRD PARTY OR OUTSIDE AGENCY)
* HEARING AIDS                                                     
                                                                   
  HEARING SCREENING                                                
                                                                   
  HEMODIALYSIS
    Inpatient / Outpatient Facility Component                      
                                                                   
    Professional Component                                         
                                                                   
 *  As set forth in the applicable Benefit Agreement
**  Routine physical examinations or tests which do not directly treat an actual
    illness, injury or condition unless authorized by a Primary Care Physician,
    except in no event will any physical examination or test required by
    employment or government authority, or at the request of a third party such
    as a school, camp or sport affiliated organization be covered.
(1) All references to division of responsibility have been deleted.
                                  A(1)-3
                                  EXHIBIT A(1)
                                 CALIFORNIACARE
                      DIVISION OF FINANCIAL RESPONSIBILITIES
                                                                                       NON-
LIST OF BENEFITS / SERVICES                                          CAPITATION     CAPITATED
---------------------------                                          ----------     ---------
                                                                              
  HEPATITIS B VACCINE/ GAMMA GLOBULIN                            
                                                                 
  HOME HEALTH (including medications)                            
                                                                 
  HOSPICE (in lieu of acute inpatient or SNF care)
    Inpatient Facility Component                                 
                                                                 
    Professional Component                                       
                                                                 
  HOSPITAL BASED PHYSICIANS
    Anesthesiology                                               
                                                                 
    Audiology                                                    
                                                                 
    Cardiology                                                   
                                                                 
    Emergency Medicine                                           
                                                                 
    General Surgery                                              
                                                                 
    Neonatology                                                  
                                                                 
    Nephrology                                                   
                                                                 
    Neurology                                                                        [  **  ](1)
                                                                 
    Neurosurgery                                                 
                                                                 
    Obstetrics / Gynecology                                      
                                                                 
    Orthopedic Surgery                                           
                                                                 
    Pathology                                                    
                                                                 
    Pediatrics                                                   
                                                                 
    Physical Medicine                                            
                                                                 
    Pulmonary Medicine                                           
                                                                 
    Radiology                                                    
                                                                 
    Radiation Oncology                                           
                                                                 
    Urology                                                      
                                                                 
* HOSPITALIZATION / INPATIENT SERVICES,
   SUPPLIES & TESTING
    In-Area                                                      
                                                                 
    Out-of-Area (Emergency)                                      
                                                                 
 *  As set forth in the applicable Benefit Agreement
(1) All references to division of responsibility have been deleted.
                                    A(1)-4
                                  EXHIBIT A(1)
                                 CALIFORNIACARE
                      DIVISION OF FINANCIAL RESPONSIBILITIES
                                                                                       NON-
LIST OF BENEFITS / SERVICES                                          CAPITATION     CAPITATED
---------------------------                                          ----------     ---------
                                                                              
  IMMEDIATE CARE
    Facility Component                                             
                                                                   
    Professional Component                                         
                                                                   
  IMMUNIZATION SERUMS (pediatric)                                  
                                                                   
  IMMUNIZATION SERUMS (Adult)                                      
                                                                   
  INFANT APNEA MONITOR (DME)                                       
  (IN CONJUNCTION WITH OR CONCURRENT WITH AUTHORIZED INPATIENT     
  ADMISSION)
  OUTPATIENT INFANT APNEA MONITOR                                  
                                                                   
* INFERTILITY (Diagnosis / Treatment)
   *Inpatient Facility Component                                   
                                                                   
   *Professional Component                                         
                                                                   
  INFUSION THERAPY                                                                   [  **  ](1)
    Inpatient / Outpatient Facility Component                      
                                                                   
    Professional Component                                         
                                                                   
    Infused Substances                                             
                                                                   
  INJECTABLE MEDICATIONS: Outpatient                               
  (EXCLUDING TAKE-HOME INSULIN)                                    
   
  LABORATORY SERVICES
    Inpatient Facility Component                                   
                                                                   
    Outpatient Hospital Facility Component                         
                                                                   
    Outpatient Clinic or Non-Hospital Facility Component           
                                                                   
    Professional Component                                         
                                                                   
* LITHOTRIPSY
    Inpatient / Outpatient Hospital Facility Component             
                                                                   
    Professional Component                                         
                                                                   
  MAMMOGRAPHY
    Technical Component                                            
                                                                   
    Professional Component                                         
                                                                   
 *  As set forth in the applicable Benefit Agreement
(1) All references to division of responsibility have been deleted.
                                     A(1)-5
                                     EXHIBIT A(1)
                                    CALIFORNIACARE
                        DIVISION OF FINANCIAL RESPONSIBILITIES
                                                                                             NON-
LIST OF BENEFITS / SERVICES                                              CAPITATION          CAPITATED
---------------------------                                              ----------          ---------
                                                                                       
MENTAL HEALTH
   *Inpatient Facility Component                                        
                                                                        
   *Inpatient Professional Component                                    
                                                                        
   *Outpatient Professional Component                                   
                                                                        
NUTRITIONIST / DIETITIAN                                                
                                                                        
OBSTETRICAL SERVICES
   Inpatient Facility Component                                         
                                                                        
   Inpatient Professional Component                                     
                                                                        
   Outpatient Diagnostic Services                                       
                                                                        
OFFICE VISIT SUPPLIES, SPLINTS, CASTS, BANDAGES,
DRESSINGS etc.                                                          
                                                                        
ORGAN TRANSPLANTS (non-experimental)                                                          [  **  ](1)
   Inpatient Facility Component                                         
                                                                        
   Professional Component                                               
                                                                        
* OUTPATIENT DIAGNOSTIC SERVICES & TREATMENTS
   Primary Care Physicians                                              
                                                                        
   Specialty Physicians                                                 
                                                                        
OUTPATIENT CLINIC OR NON-HOSPITAL FACILITY COMPONENT
FOR DIAGNOSTIC SERVICES & TREATMENTS
These services include, but are not limited to the following:
     Angiograms                                                         
                                                                        
     CAT Scan                                                           
                                                                        
     2-D Echo                                                           
                                                                        
     EEG                                                                
                                                                        
     EKG (aka: ECG)                                                     
                                                                        
     EMG                                                                
                                                                        
     ▇▇▇▇▇▇ Monitor                                                     
                                                                        
     MRI                                                                
                                                                        
     Treadmill                                                          
                                                                        
     Ultrasound                                                         
                                                                        
 *  As set forth in the applicable Benefit Agreement
(1) All references to division of responsibility have been deleted.
                                    A(1)-6
                                     EXHIBIT A(1)
                                    CALIFORNIACARE
                        DIVISION OF FINANCIAL RESPONSIBILITIES
                                                                                             NON-
LIST OF BENEFITS / SERVICES                                              CAPITATION          CAPITATED
---------------------------                                              ----------          ---------
                                                                                       
OUTPATIENT DIAGNOSTIC SERVICES & TREATMENTS
   Professional Component for:
     Anesthesiology                                                     
                                                                        
     Audiology                                                          
                                                                        
     Cardiology                                                         
                                                                        
     Emergency Medicine                                                 
                                                                        
     General Surgery                                                    
                                                                        
     Neonatology                                                        
                                                                        
     Nephrology                                                         
                                                                        
     Neurology                                                          
                                                                        
     Obstetrics / Gynecology                                                                  [  **  ](1)
                                                                        
     Orthopedics                                                        
                                                                        
     Pathology                                                          
                                                                        
     Pediatrics                                                         
                                                                        
     Physical Medicine                                                  
                                                                        
     Pulmonary Medicine                                                 
                                                                        
     Radiation Oncology                                                 
                                                                        
     Radiology                                                          
                                                                        
     Urology                                                            
                                                                        
OUTPATIENT SURGERY
   Facility Component                                                   
                                                                        
   Professional Component for:
     Anesthesiology                                                     
                                                                        
     Audiology                                                          
                                                                        
     Cardiology                                                         
                                                                        
     Emergency Medicine                                                 
                                                                        
     Neonatology                                                        
                                                                        
     Neurology                                                          
                                                                        
     Nephrology                                                         
                                                                        
     Orthopedics                                                        
                                                                        
     Pathology                                                          
                                                                        
 *  As set forth in the applicable Benefit Agreement
(1) All references to division of responsibility have been deleted.
                                     A(1)-7
                                     EXHIBIT A(1)
                                    CALIFORNIACARE
                        DIVISION OF FINANCIAL RESPONSIBILITIES
                                                                                             NON-
LIST OF BENEFITS / SERVICES                                              CAPITATION          CAPITATED
---------------------------                                              ----------          ---------
                                                                                       
OUTPATIENT SURGERY: Professional Component
CONTINUED
     Pediatrics                                                       
                                                                      
     Physical Medicine                                                
                                                                      
     Pulmonary Medicine                                               
                                                                      
     Radiation Oncology                                               
                                                                      
     Radiology                                                        
                                                                      
     Urology                                                          
                                                                      
PEDIATRIC SERVICES (newborn)                                          
                                                                      
PHYSICAL THERAPY
   Inpatient Facility Component                                       
                                                                      
   Outpatient Clinic or Non-Hospital Facility Component               
                                                                      
   Inpatient / Outpatient Professional Component                      
                                                                      
PHYSICIAN VISITS
   To Hospital                                                        
                                                                      
   To Skilled Nursing Facility                                        
                                                                      
   To Patient Home                                                    
                                                                      
PHYSICIAN OFFICE VISITS                                                                       [  **  ](1)
                                                                      
   Consultations                                                      
                                                                      
   Specialty Visits                                                   
                                                                      
PODIATRY SERVICES                                                     
                                                                      
PREADMISSION TESTING
   Inpatient Facility Component                                       
                                                                      
   Outpatient Hospital Facility Component                             
                                                                      
   Outpatient Clinic or Non-Hospital Facility Component               
                                                                      
   Inpatient / Outpatient Professional Component                      
                                                                      
PRE-EXISTING PREGNANCY
   Inpatient Facility Component                                       
                                                                      
   Professional Component                                             
                                                                      
 *  As set forth in the applicable Benefit Agreement
(1) All references to division of responsibility have been deleted.
                                     A(1)-8
                                     EXHIBIT A(1)
                                    CALIFORNIACARE
                        DIVISION OF FINANCIAL RESPONSIBILITIES
                                                                                             NON-
LIST OF BENEFITS / SERVICES                                              CAPITATION          CAPITATED
---------------------------                                              ----------          ---------
                                                                                       
PREGNANCY SERVICES
   Inpatient Facility Component                                       
                                                                      
   Professional Component                                             
                                                                      
PROSTHETIC DEVICES                                                    
                                                                      
RADIATION THERAPY
   Inpatient Facility Component                                       
                                                                      
   Outpatient Hospital Facility Component                             
                                                                      
   Outpatient Clinic Facility Component                               
                                                                      
   Professional Component                                             
                                                                      
RADIOLOGY SERVICES
   Inpatient Facility Component                                       
                                                                      
   Outpatient Hospital Facility Component                                                     [  **  ](1)
                                                                      
   Outpatient Clinic or Non-Hospital Facility Component               
                                                                      
   Professional Component                                             
                                                                      
RECONSTRUCTIVE SURGERY
   Inpatient Facility Component                                       
                                                                      
   Professional Component                                             
                                                                      
REFRACTIONS                                                           
                                                                      
REHABILITATION SERVICES
(SHORT TERM: PHYSICAL THERAPY, OCCUPATIONAL THERAPY, SPEECH
THERAPY, CARDIAC THERAPY)
     Inpatient Facility Component                                     
                                                                      
     Inpatient Professional Component                                 
                                                                      
     Outpatient Clinic or Non-Hospital Facility Component             
                                                                      
     Outpatient Professional Component                                
                                                                      
ROUTINE PHYSICAL EXAMINATIONS                                         
                                                                      
SKILLED NURSING FACILITY (SNF)                                        
                                                                      
SPECIALIST CONSULTATIONS                                              
                                                                      
 *  As set forth in the applicable Benefit Agreement
(1) All references to division of responsibility have been deleted.
 
                                    A(1)-9
                                     EXHIBIT A(1)
                                    CALIFORNIACARE
                        DIVISION OF FINANCIAL RESPONSIBILITIES
                                                                                             NON-
LIST OF BENEFITS / SERVICES                                              CAPITATION          CAPITATED
---------------------------                                              ----------          ---------
                                                                                       
SURGICAL SUPPLIES
   Inpatient Facility Component                                        
                                                                       
   Outpatient Facility Component                                       
                                                                       
TEMPORO-MANDIBULAR JOINT SYNDROME (TMJ)
   Dental Treatment                                                    
   Professional Component
   (FOR THE DIAGNOSIS AND MEDICALLY NECESSARY CORRECTION)              
                                                                       
   Inpatient Facility Component                                        
                                                                       
TRANSFUSIONS
   From Blood Bank                                                     
                                                                       
   Autologous Blood Donations                                          
                                                                       
URGENT CARE: In-Area                                                                          [  **  ](1)
   Facility Component                                                  
                                                                       
   Professional Component                                              
                                                                       
URGENT CARE: Out-of-Area
   Facility Component                                                  
                                                                       
   Professional Component                                              
                                                                       
VISION SCREENING                                                       
                                                                       
VISION CARE
   Medically Necessary Care                                            
                                                                       
   Refraction                                                          
                                                                       
   Lenses / Frames (covered by optional rider)                         
   Contact lenses (fitting only)                                       
                                                                       
 *  As set forth in the applicable Benefit Agreement
(1) All references to division of responsibility have been deleted.
                                     A(1)-10
HIQPVHD                         CORPORATE SYSTEMS       P 2/12/97 08:46:20 ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇               ▇▇▇▇▇ ▇▇▇ DATA INQUIRY                VERSION 001
                             PHYSICIAN CROSS REFERENCE
SITE CODE: 0PY000
SITE NAME: PROSPECT MEDICAL GROUP
=========================================================== ALL PHYSICIANS
  DR NO.  P/S LICENSE NO. NAME                EFF DATE   PRC/ACC   SPECIALTY
                                              
_ 0PY010  PCP G  00049616 ▇▇▇▇▇▇,▇▇▇▇▇▇ ▇     12/01/94   S   Y  FAMILY PRACTICE
_ 0PY013  PCP G  00028655 ▇▇▇▇▇▇▇▇,▇▇▇▇▇▇ T   12/01/94   S   Y  INTERNAL MEDICINE
_ 0PY015  PCP G  00043562 ▇▇▇▇▇▇▇▇,▇▇▇▇▇ A    12/01/94   S   Y  FAMILY PRACTICE
_ 0PY017  PCP G  00066822 ▇▇▇▇,▇▇▇▇▇▇▇ D      12/01/94   S   Y  FAMILY PRACTICE
_ 0PY018  PCP C  00024394 HALL,RUBLE S        12/01/94   S   Y  FAMILY PRACTICE
_ 0PY019  PCP C  00034125 ▇▇▇▇▇,▇▇▇▇ M        12/01/94   S   Y  FAMILY PRACTICE
_ 0PY020  PCP G  00058879 ▇▇▇▇▇▇,▇▇▇▇ M       12/01/94   S   Y  FAMILY PRACTICE
_ 0PY021  PCP A  00021159 ▇▇▇▇▇▇▇▇,▇▇▇▇▇▇▇ C  12/01/94   S   Y  FAMILY PRACTICE
_ 0PY022  PCP G  00023941 ▇▇▇▇▇▇▇,▇▇▇▇▇ R     12/01/94   S   Y  INTERNAL MEDICINE
_ 0PY023  PCP 20A00004456 ▇▇▇▇▇▇,▇▇▇▇▇▇ ▇     12/01/94   S   Y  FAMILY PRACTICE
_ 0PY024  PCP G  00058421 MAY,▇▇▇▇▇▇ L        12/01/94   S   N  FAMILY PRACTICE
_ 0PY025  PCP C  00027117 ▇▇▇▇▇▇▇,▇▇▇▇▇▇▇ R   12/01/94   S   Y  FAMILY PRACTICE
_ 0PY026  PCP G  00048075 ▇▇▇▇▇▇▇,▇▇▇▇ I      12/01/94   S   Y  FAMILY PRACTICE
_ 0PY027  PCP G  00068922 ▇▇▇▇▇▇,▇▇▇▇▇▇ J     12/01/94   S   Y  FAMILY PRACTICE
NEXT ▇▇▇▇: ___________   NEXT KEY: ____________ SVC DATES: 02/12/97 02/12/97
PF3: HMO MAIN  PF5: SYSRETRN  PF6: CORPMENU  PF7: PAGEBACK  PF8: PAGENEXT
PLEASE ENTER "S" NEXT TO DESIRED PHYSICIAN
HIQPVHD                       CORPORATE SYSTEMS         P 2/12/97 08:46:24 ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇            ▇▇▇▇▇ ▇▇▇ DATA INQUIRY                   VERSION 001
                          PHYSICIAN CROSS REFERENCE
SITE CODE: 0PY000
SITE NAME: PROSPECT MEDICAL GROUP
============================================================ ALL PHYSICIANS
  DR NO.  P/S LICENSE NO. NAME                  EFF DATE  PRC/ACC   SPECIALTY
                                                
_ 0PY028  PCP G  00068671 ▇▇▇▇▇▇,▇▇▇▇▇▇ K       12/01/94  S   Y   PEDIATRICS
_ 0PY029  PCP A  00016939 ▇▇▇▇▇▇▇,▇▇▇▇ ▇        12/01/94  S   Y   FAMILY PRACTICE
_ 0PY031  PCP G  00024260 ▇▇▇▇▇,▇▇▇▇▇▇ W        12/01/94  S   Y   FAMILY PRACTICE
_ 0PY032  PCP A  00036922 ▇▇▇,▇▇▇▇▇▇ K          12/01/94  S   N   FAMILY PRACTICE
_ 0PY033  PCP G  00044401 ▇▇▇,▇▇▇▇▇▇▇ ▇         12/01/94  S   Y   FAMILY PRACTICE
_ 0PY034  PCP G  00047710 ▇▇▇▇▇,▇▇▇▇▇ R         01/01/95  S   N   FAMILY PRACTICE
_ 0PY035  PCP A  00045020 ▇▇▇▇,▇▇▇▇▇▇▇ C        03/01/95  S   Y   INTERNAL MEDICINE
_ 0PY037  PCP A  00037201 EL-ZAYAT,SAID L       03/01/95  S   Y   FAMILY PRACTICE
_ 0PY038  PCP A  00046536 ▇▇▇▇▇▇▇▇▇,▇▇▇▇▇▇▇▇ L  03/01/95  S   Y   INTERNAL MEDICINE
_ 0PY041  PCP 20A00005078 ▇▇▇▇▇▇,▇▇▇▇▇▇▇ A      03/01/95  S   Y   FAMILY PRACTICE
_ 0PY042  PCP G  00063280 ▇▇▇▇▇▇▇▇,▇▇▇▇ A       03/01/95  S   Y   INTERNAL MEDICINE
_ 0PY043  PCP A  00032367 ▇▇▇▇▇▇,▇▇▇▇▇▇▇        03/01/95  S   Y   PEDIATRICS
_ 0PY044  PCP A  00036482 ▇▇▇▇▇▇,▇▇▇▇▇▇▇▇ D     03/01/95  S   Y   FAMILY PRACTICE
_ 0PY047  PCP A  00040151 ▇▇▇▇▇▇,▇▇▇▇▇ J        03/01/95  S   Y   FAMILY PRACTICE
NEXT ▇▇▇▇: __________    NEXT KEY: ____________ SVC DATES: 02/12/97 02/12/97
PF3: HMO MAIN   PF5: SYSRETRN   PF6: CORPMENU   PF7: PAGEBACK   PF8: PAGENEXT
PLEASE ENTER "S" NEXT TO DESIRED PHYSICIAN
HIQPVHD                        CORPORATE SYSTEMS        P 2/12/97 08:46:28 ▇▇▇▇
▇▇▇▇▇▇  ▇▇▇▇▇▇▇▇             ▇▇▇▇▇ ▇▇▇ DATA INQUIRY                 VERSION 001
                           PHYSICIAN CROSS REFERENCE
SITE CODE: 0PY000
SITE NAME: PROSPECT MEDICAL GROUP
========================================================== ALL PHYSICIANS
  DR NO.  P/S  LICENSE NO.  NAME              EFF DATE  PRC/ACC   SPECIALTY
                                              
_ 0PY049  PCP  G 00049533 ▇▇▇▇,▇▇▇▇▇ R        03/01/95  S   Y   FAMILY PRACTICE
_ 0PY050  PCP  A 00026326 GEDISSMAN,▇▇▇▇▇▇▇   03/01/95  S   Y   PEDIATRICS
_ 0PY051  PCP  A 00029589 ▇▇▇▇▇▇▇,GERMAN      03/01/95  S   Y   INTERNAL MEDICINE
_ 0PY052  PCP  G 00050845 ▇▇▇▇,▇▇▇▇▇▇▇ H      03/01/95  S   Y   FAMILY PRACTICE
_ 0PY053  PCP  A 00031399 SUNG,HUNG-MIN       03/01/95  S   Y   INTERNAL MEDICINE
_ 0PY056  PCP  G 00038827 ▇▇▇▇▇▇▇▇▇,▇▇▇▇▇▇ R  03/01/95  S   Y   FAMILY PRACTICE
_ 0PY057  PCP  A 00041405 ▇▇▇▇▇▇,▇▇▇▇▇▇▇      03/01/95  S   Y   PEDIATRICS
_ 0PY058  PCP  G 00012740 ▇▇▇▇▇▇▇,▇▇▇▇▇▇▇▇ A  03/01/95  S   Y   INTERNAL MEDICINE
_ 0PY059  PCP  A 00021065 ▇▇▇▇▇,▇▇▇▇▇▇ ▇      03/01/95  S   Y   FAMILY PRACTICE
_ 0PY060  PCP  G 00057931 ▇▇▇▇▇,▇▇▇▇▇ ▇       03/01/95  S   Y   INTERNAL MEDICINE
_ 0PY061  PCP  G 00052987 YONG,EVA Y          03/01/95  S   Y   FAMILY PRACTICE
_ 0PY062  PCP  C 00024221 ▇▇▇▇▇,▇▇▇▇▇▇ C      03/01/95  S   Y   FAMILY PRACTICE
_ 0PY064  PCP  A 00026340 ▇▇▇,▇▇▇▇▇▇▇▇▇▇▇ L   03/01/95  S   Y   INTERNAL MEDICINE
_ 0PY065  PCP  G 00034289 ▇▇▇,▇▇▇▇▇▇ K        03/01/95  S   Y   GENERAL PRACTICE
NEXT ▇▇▇▇: __________    NEXT KEY: ____________ SVC DATES:   02/12/97 02/12/97
PF3: HMO MAIN   PF5: SYSRETRN   PF6: CORPMENU   PF7: PAGEBACK   PF8: PAGENEXT
PLEASE ENTER "S" NEXT TO DESIRED PHYSICIAN
HIQPVHD                        CORPORATE SYSTEMS         P 2/12/97 08:46:31 0004
HPCT26  VTC01642             BCNMS HM0 DATA INQUIRY                  VERSION 001
                           PHYSICIAN CROSS REFERENCE
SITE CODE: 0PY000                      
SITE NAME: PROSPECT MEDICAL GROUP
========================================================ALL PHYSICIANS
                                                  
  DR NO.  P/S  LICENSE NO.  NAME                   EFF DATE  PRC/ACC    SPECIALTY
_ 0PY066  PCP  G  00029008  ▇▇▇▇▇,▇▇▇▇▇ L          03/01/95  S   Y  PEDIATRICS
_ 0PY067  PCP  A  00050714  ▇▇▇▇▇▇,▇▇▇▇ P          03/01/95  S   Y  INTERNAL MEDICINE
_ 0PY068  PCP  G  00007270  ▇▇▇▇▇▇▇▇,▇▇▇▇▇▇ S      03/01/95  S   Y  FAMILY PRACTICE
_ 0PY069  PCP  A  00028456  ▇▇▇▇▇,▇▇▇▇▇▇▇ F        03/01/95  S   Y  FAMILY PRACTICE
_ 0PY070  PCP  A  00032508  TANG,HOONG-FOONG       03/01/95  S   Y  FAMILY PRACTICE
_ 0PY071  PCP  A  00042255  ▇▇▇▇▇▇▇,▇▇▇▇▇▇ F       03/01/95  S   Y  FAMILY PRACTICE
_ 0PY072  PCP  A  00025263  ▇▇▇▇▇▇,▇▇▇▇▇▇▇▇ P      03/01/95  S   Y  INTERNAL MEDICINE
_ 0PY073  PCP  C  00021941  ▇▇▇▇▇,▇▇▇▇▇▇▇ 0        03/01/95  S   Y  FAMILY PRACTICE
_ 0PY074  PCP  20A00005043  PARSA,ABBAS T          03/01/95  S   Y  FAMILY PRACTICE
_ 0PY075  PCP  G  00045491  ▇▇▇▇▇,▇▇▇▇▇▇▇          03/01/95  S   Y  FAMILY PRACTICE
_ 0PY076  PCP  20A00005249  ▇▇▇▇▇,▇▇▇▇▇▇ M         03/01/95  S   Y  GENERAL PRACTICE
_ 0PY077  PCP  20A00004541  ▇▇▇▇,▇▇▇ W             03/01/95  S   Y  GENERAL PRACTICE
_ 0PY080  PCP  A  00037367  FONMIN,▇▇▇▇            03/01/95  S   Y  FAMILY PRACTICE
_ 0PY083  PCP  20A00003863  ▇▇▇▇▇▇▇▇▇,▇▇▇▇▇ J      03/01/95  S   Y  FAMILY PRACTICE
NEXT ▇▇▇▇: ________    NEXT KEY: _________________ SVC DATES: 02/12/97 02/12/97
PF3: HMO MAIN  PF5: SYSRETRN  PF6: CORPMENU    PF7:  PAGEBACK PF8: PAGENEXT
PLEASE ENTER "S" NEXT TO DESIRED PHYSICIAN
HIQPVHD                        CORPORATE SYSTEMS         P 2/12/97 08:46:35 ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇             ▇▇▇▇▇ ▇▇▇ DATA INQUIRY                   VERSION 001
                          PHYSICIAN CROSS REFERENCE
SITE CODE: 
SITE NAME: PROSPECT MEDICAL GROUP
============================================================ ALL PHYSICIANS
                                                  
  DR NO.  P/S  LICENSE NO.  NAME                   EFF DATE  PRC/ACC    SPECIALTY
_ 0PY084  PCP  C  00020769  ▇▇▇▇,▇▇▇▇▇▇ E          03/01/95  S   Y  FAMILY PRACTICE
_ 0PY085  PCP  C  00031892  GO,ALEX S              03/01/95  S   Y  FAMILY PRACTICE
_ 0PY086  PCP  A  00039761  ▇▇▇▇,▇▇▇▇ G            03/01/95  S   Y  FAMILY PRACTICE
_ 0PY087  PCP  A  00045658  ▇▇▇▇▇▇,▇▇▇▇ ▇          03/01/95  S   Y  FAMILY PRACTICE
_ 0PY088  PCP  G  00036930  ▇▇▇▇▇▇,▇▇▇▇▇▇▇ F       03/01/95  S   Y  FAMILY PRACTICE
_ 0PY089  PCP  G  00044205  ▇▇▇▇▇,▇▇▇▇▇▇ J         03/01/95  S   Y  INTERNAL MEDICINE
_ 0PY092  PCP  A  00036211  ▇▇▇▇▇,▇▇▇▇▇▇ F         03/01/95  S   Y  INTERNAL MEDICINE
_ 0PY093  PCP  G  00058282  ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇,   03/01/95  S   Y  FAMILY PRACTICE
_ 0PY094  PCP  A  00031191  ▇▇▇▇,▇▇▇▇▇ ▇           03/01/95  S   Y  PEDIATRICS
_ 0PY095  PCP  A  00038792  ▇▇▇▇▇,▇▇▇              03/01/95  S   Y  FAMILY PRACTICE
_ 0PY096  PCP  A  00034243  ▇▇▇▇▇▇,▇▇▇▇▇▇▇▇▇ K     03/01/95  S   Y  FAMILY PRACTICE
_ 0PY097  PCP  A  00026512  ▇▇▇▇▇,▇▇▇▇▇ N          03/01/95  S   Y  INTERNAL MEDICINE
_ 0PY098  PCP  A  00024756  CILLIANI,GASTON F      03/01/95  S   Y  FAMILY PRACTICE
_ 0PY099  PCP  A  00030342  ▇▇▇▇▇,▇▇▇▇ C           03/01/95  S   Y  GENERAL PRACTICE
NEXT ▇▇▇▇: ________    NEXT KEY: _________________ SVC DATES: 02/12/97 02/12/97
PF3: HMO MAIN   PF5: SYSRETRN  PF6: CORPMENU    PF7: PAGEBACK  PF8: PAGENEXT
PLEASE ENTER "S" NEXT TO DESIRED PHYSICIAN
HIQPVHD                        CORPORATE SYSTEMS      P  2/12/97 08:46:39 ▇▇▇▇
▇▇▇▇▇▇  ▇▇▇▇▇▇▇▇            ▇▇▇▇▇ ▇▇▇ DATA INQUIRY                 VERSION 001
                           PHYSICIAN CROSS REFERENCE
SITE CODE: 0PY000
SITE NAME: PROSPECT MEDICAL GROUP
============================================================ ALL PHYSICIANS
                                                  
  DR NO.  P/S  LICENSE NO.  NAME                   EFF DATE  PRC/ACC    SPECIALTY
_ 0PY100  PCP  A  00025045  ▇▇▇▇▇▇▇▇,▇▇▇▇ C        03/01/95  S   Y  GENERAL PRACTICE
_ 0PY101  PCP  A  00036505  ▇▇▇▇,▇▇▇▇▇ C           03/01/95  S   Y  INTERNAL MEDICINE
_ 0PY102  PCP  A  00038317  ▇▇▇▇▇,▇▇▇▇ W           03/01/95  S   Y  INTERNAL MEDICINE
_ 0PY103  PCP  A  00021020  ▇▇▇▇▇▇,▇▇▇▇▇▇▇         03/01/95  S   Y  GENERAL PRACTICE
_ 0PY104  PCP  G  00048383  ▇▇▇▇▇▇,▇▇▇▇▇▇          03/01/95  S   Y  FAMILY PRACTICE
_ 0PY105  PCP  A  00028815  ▇▇▇▇▇▇▇▇,▇ ▇           03/01/95  S   Y  FAMILY PRACTICE
_ 0PY106  PCP  G  00031211  ▇▇▇▇▇,▇▇▇▇▇▇ F         03/01/95  S   Y  INTERNAL MEDICINE
_ 0PY107  PCP  G  00011142  ▇▇▇▇,▇▇▇▇▇▇▇ V         03/01/95  S   Y  FAMILY PRACTICE
_ 0PY108  PCP  A  00024610  ▇▇▇▇▇▇▇▇,▇▇▇▇▇ R       03/01/95  S   Y  FAMILY PRACTICE
_ 0PY109  PCP  A  00049740  ▇▇▇▇▇▇,▇▇▇▇▇▇▇ H       03/01/95  S   Y  FAMILY PRACTICE
_ 0PYll0  PCP  20A00005021  ▇▇▇▇▇▇▇▇,▇▇▇▇▇▇▇ ▇     03/01/95  S   Y  FAMILY PRACTICE
_ 0PYlll  PCP  A  00052391  ▇▇▇,UN S               03/01/95  S   Y  FAMILY PRACTICE
_ 0PYll2  PCP  C  00024935  ▇▇▇▇▇▇▇,▇▇▇ D          03/01/95  S   Y  PEDIATRICS
_ 0PYll4  PCP  G  00067093  ▇▇▇▇▇▇▇,▇▇▇▇▇▇▇        03/01/95  S   Y  FAMILY PRACTICE
NEXT ▇▇▇▇: ________    NEXT KEY: _______________ SVC DATES: 02/12/97 02/12/97
PF3: HMO MAIN   PF5: SYSRETRN   PF6: CORPMENU   PF7: PAGEBACK   PF8: PAGENEXT
PLEASE ENTER "S" NEXT TO DESIRED PHYSICIAN
HIQPVHD                       CORPORATE SYSTEMS          P 2/12/97 08:46:42 ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇             ▇▇▇▇▇ ▇▇▇ DATA INQUIRY                   VERSION 001
                          PHYSICIAN CROSS REFERENCE
SITE CODE: 0PY000
SITE NAME: PROSPECT MEDICAL GROUP
============================================================ ALL PHYSICIANS
                                                  
  DR NO.  P/S  LICENSE NO.  NAME                   EFF DATE  PRC/ACC    SPECIALTY
_ 0PYll5  PCP  G  00049359  ▇▇▇▇▇▇,▇▇▇▇▇ ▇         03/01/95  S   Y  INTERNAL MEDICINE
_ 0PYll6  PCP  A  00036414  ▇▇▇▇▇▇▇,▇▇▇▇ A         01/01/95  S   Y  PEDIATRICS
_ 0PYll7  PCP  G  00061762  ▇▇▇,▇▇▇▇▇ G            01/01/95  S   Y  INTERNAL MEDICINE
_ 0PYll9  PCP  A  00037985  ▇▇▇▇▇,▇▇▇▇▇            05/01/95  S   Y  INTERNAL MEDICINE
_ 0PY121  PCP  A  00034095  ▇▇▇▇▇▇,▇▇▇▇ ▇          08/01/95  S   Y  FAMILY PRACTICE
_ 0PY122  PCP  20A00006510  ▇▇▇▇▇,▇▇▇▇▇▇▇▇         08/01/95  S   Y  INTERNAL MEDICINE
_ 0PY123  PCP  G  00068455  ▇▇▇▇,▇▇▇▇ B            09/01/95  S   Y  PEDIATRICS
_ 0PY124  PCP  A  00045651  ▇▇▇▇▇▇▇▇▇▇,▇▇▇▇▇▇ C    10/01/95  S   Y  FAMILY PRACTICE
_ 0PY125  PCP  G  00070251  ▇▇▇▇,▇▇▇▇▇ A           10/01/95  S   Y  INTERNAL MEDICINE
_ 0PY126  PCP  A  00031479  ▇▇▇▇▇▇,▇▇▇▇ M          11/01/95  S   Y  FAMILY PRACTICE
_ 0PY129  PCP  G  00034800  ▇▇▇▇▇▇,▇▇▇▇▇▇▇ R       11/01/95  S   Y  FAMILY PRACTICE
_ 0PY131  PCP  G  00025942  ▇▇▇▇▇▇▇,▇▇▇▇▇▇▇ T      01/01/96  S   Y  FAMILY PRACTICE
_ 0PY132  PCP  A  00051549  ▇▇▇▇▇▇,▇▇▇▇▇▇▇ D       01/01/96  S   Y  INTERNAL MEDICINE
_ 0PY133  PCP  A  00043752  ▇▇▇▇▇,JYOTINKUMAR K    06/15/96  S   Y  PEDIATRICS
NEXT ▇▇▇▇: ________    NEXT KEY: _______________ SVC DATES: 02/12/97 02/12/97
PF3: HMO MAIN  PF5: SYSRETRN  PF6: CORPMENU        PF7: PAGEBACK  PF8: PAGENEXT
PLEASE ENTER "S" NEXT TO DESIRED PHYSICIAN
HIQPVHD                       CORPORATE SYSTEMS      P 02/12/97 08:46:46 ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇            ▇▇▇▇▇ ▇▇▇ DATA INQUIRY                 VERSION 001
                         PHYSICIAN CROSS REFERENCE
SITE CODE: 0PY000
SITE NAME: PROSPECT MEDICAL GROUP
============================================================ ALL PHYSICIANS
                                                  
 DR NO.   P/S  LICENSE NO.  NAME                   EFF DATE  PRC/ACC    SPECIALTY
_ 0PY134  PCP  A  00022838  ▇▇▇▇▇▇,▇▇▇▇▇▇ S        06/15/96  S   Y  PEDIATRICS
_ 0PY135  PCP  A  00030945  ▇▇▇▇,▇▇▇▇▇ Y           07/01/96  S   Y  PEDIATRICS
_ 0PY136  PCP  C  00039890  ▇▇▇▇▇,▇▇▇▇▇▇▇ ▇        07/01/96  S   Y  PEDIATRICS
_ 0PY137  PCP  A  00037744  ▇▇▇▇▇▇,▇▇▇▇▇ C         07/01/96  S   Y  FAMILY PRACTICE
_ 0PY139  PCP  G  00074232  TAN,KWAN T             06/01/96  S   Y  INTERNAL MEDICINE
_ 0PY140  PCP  A  00015117  ▇▇▇▇▇▇,▇▇▇▇▇▇ R        06/01/96  S   Y  PEDIATRICS
_ 0PY141  PCP  A  00052561  ▇▇▇▇▇▇,▇▇▇▇▇▇ Y        06/01/96  S   Y  FAMILY PRACTICE
_ 0PY142  PCP  G  00066916  ▇▇▇▇▇▇▇▇,▇▇▇▇ E        06/01/96  S   Y  INTERNAL MEDICINE
_ 0PY143  PCP  A  00050474  ▇▇▇▇,▇▇▇▇▇▇ K          06/01/96  S   Y  FAMILY PRACTICE
_ 0PY144  PCP  A  00049335  ▇▇▇▇▇,▇▇▇▇▇▇ Q         06/01/96  S   Y  FAMILY PRACTICE
_ 0PY146  PCP  G  00011220  ▇▇▇▇▇▇▇,▇▇▇▇▇▇▇▇ I     09/01/96  S   Y  INTERNAL MEDICINE
_ 0PY147  PCP  A  00045267  ▇▇▇▇▇,BAKULKUMAR K     09/01/96  S   Y  INTERNAL MEDICINE
_ 0PY148  PCP  A  00032006  WOLSZTEJN,▇▇▇▇▇▇       10/01/96  S   Y  PEDIATRICS
_ 0PYA02  SPC  G  00015113  ▇▇▇▇▇,▇▇▇▇▇▇▇ P        01/01/95  M   Y  HEMATOLOGY
NEXT ▇▇▇▇: ________    NEXT KEY: ______________ SVC DATES: 02/12/97 02/12/97
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HIQPVHD                        CORPORATE SYSTEMS                P  02/12/97  08:46:50  ▇▇▇▇
▇▇▇▇▇▇  ▇▇▇▇▇▇▇▇            ▇▇▇▇▇ ▇▇▇ DATA INQUIRY                              VERSION 001
                           PHYSICIAN CROSS REFERENCE
SITE CODE: 0PY000
SITE NAME: PROSPECT MEDICAL GROUP
============================================================== ALL PHYSICIANS
  DR NO.  P/S LICENSE NO.     NAME                   EFF DATE  PRC/ACC     SPECIALTY
                                                   
_ 0PYA03  SPC G   00017298    ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇      01/01/95   M   Y   GENERAL PRACTICE
_ 0PYA04  SPC G   00011836    PADOVA, ▇▇▇▇▇ A        01/01/95   M   Y   HEMATOLOGY
_ 0PYA05  SPC G   00010122    ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ A    01/01/95   M   Y   HEMATOLOGY
_ 0PYA06  SPC C   00041528    ▇▇▇▇▇▇▇, ▇▇▇▇ K        01/01/95   M   Y   NEUROLOGY
_ 0PYA07  SPC A   00025731    SRINIVASAN, NATHAPET   03/01/95   M   Y   INTERNAL MEDICINE
_ 0PYA08  SPC G   00012458    ▇▇▇▇▇▇, ▇ ▇            03/01/95   M   Y   PEDIATRIC CARDIOL0
_ 0PYA09  SPC G   00028788    DALLAS, ▇▇▇▇ G         03/01/95   M   N   ORTHOPEDIC SURGERY
_ 0PYA10  SPC G   00071049    VASSALLI, LUCA         03/01/95   M   Y   OTOLARYNGOLOGY
_ 0PYA11  SPC G   00022754    ▇▇▇▇▇▇, ▇▇▇▇ M         03/01/95   M   Y   PLASTIC SURGERY
_ 0PYA12  SPC DDS 00025236    ▇▇▇▇, ▇▇▇▇▇▇▇ ▇        03/01/95   M   Y   ORAL MAX FACIAL SU
_ 0PYA13  SPC A   00029509    ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇   03/01/95   M   Y   INTERNAL MEDICINE
_ 0PYA14  SPC G   00022888    ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ F    06/01/95   M   Y   DERMATOLOGY
_ 0PYA15  SPC A   00036842    ▇▇▇▇▇▇, ▇▇▇▇▇ U        06/01/95   M   Y   ORTHOPEDIC SURGERY
_ 0PYA16  SPC C   00040813    ▇▇▇▇, ▇▇▇ T            06/01/95   M   Y   PEDIATRIC NEUROLOG
NEXT ▇▇▇▇: ____________  NEXT KEY: ____________   SVC DATES:  02/12/97 02/12/97
PF3: HMO MAIN   PF5: SYSRETRN   PF6: CORPMENU    PF7: PAGEBACK   PF8: PAGENEXT
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HIQPVHD                        CORPORATE SYSTEMS                P  02/12/97  08:46:54  ▇▇▇▇
▇▇▇▇▇▇  ▇▇▇▇▇▇▇▇            ▇▇▇▇▇ ▇▇▇ DATA INQUIRY                              VERSION 001
                           PHYSICIAN CROSS REFERENCE
SITE CODE: 0PY000
SITE NAME: PROSPECT MEDICAL GROUP
============================================================== ALL PHYSICIANS
  DR NO.  P/S LICENSE NO.     NAME                   EFF DATE  PRC/ACC     SPECIALTY
                                                   
_ 0PYA17  SPC G   00023626    ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ J     06/01/95   M   Y   SURGERY
_ 0PYA18  SPC A   00024898    ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ A     06/01/95   M   Y   DERMATOLOGY
_ 0PYA19  SPC A   00025829    ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ S     06/01/95   M   Y   INTERNAL MEDICINE
_ 0PYA20  SPC G   00053769    ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇     06/01/95   M   Y   DERMATOLOGY
_ 0PYA21  SPC C   00036534    ▇▇▇, ▇▇▇▇▇▇▇ ▇         06/01/95   M   Y   NEONATAL MEDICINE
_ 0PYA22  SPC G   00034562    ▇▇▇▇, ▇▇▇▇▇▇ J         06/01/95   M   Y   ORTHOPEDIC SURGERY
_ 0PYA23  SPC PSY 00011468    ▇▇▇▇, ▇▇▇▇▇▇▇ ▇        06/01/95   M   Y   PSYCHOLOGY
_ 0PYA24  SPC G   00038575    ▇▇▇▇▇, ▇▇▇▇▇▇ K        06/01/95   M   Y   PHYSICAL MED & REH
_ 0PYA25  SPC A   00031698    ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ J     06/01/95   M   Y   SURGERY
_ 0PYA26  SPC G   00064401    THAI, DIEUMY           06/01/95   M   Y   PHYSICAL MED & REH
_ 0PYA27  SPC A   00019323    ▇▇▇▇▇▇, ▇▇▇▇▇ L        06/01/95   M   Y   ORTHOPEDIC SURGERY
_ 0PYA28  SPC G   00069571    ▇▇▇▇▇, ▇▇▇▇▇▇▇ D       06/01/95   M   Y   PHYSICAL MED & REH
_ 0PYA29  SPC MFC 00025197    ▇▇▇▇▇▇▇, ▇▇▇▇▇ T       06/01/95   M   Y   MFCC
_ 0PYA30  SPC G   00049428    ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇       05/01/95   M   Y   GASTROENTEROLOGY
NEXT ▇▇▇▇: ____________  NEXT KEY: ____________   SVC DATES:  02/12/97 02/12/97
PF3: HMO MAIN   PF5: SYSRETRN   PF6: CORPMENU    PF7: PAGEBACK   PF8: PAGENEXT
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HIQPVHD                        CORPORATE SYSTEMS                P  02/12/97  08:46:57  ▇▇▇▇
▇▇▇▇▇▇  ▇▇▇▇▇▇▇▇            ▇▇▇▇▇ ▇▇▇ DATA INQUIRY                              VERSION 001
                           PHYSICIAN CROSS REFERENCE
SITE CODE: 0PY000
SITE NAME: PROSPECT MEDICAL GROUP
============================================================== ALL PHYSICIANS
  DR NO.  P/S LICENSE NO.     NAME                   EFF DATE  PRC/ACC     SPECIALTY
                                                   
_ 0PYA31  SPC C   00041671    DHAR, NAVEEN           05/01/95   M   Y   THORACIC SURGERY
_ 0PYA32  SPC G   00042457    ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ J     05/01/95   M   Y   OBSTETRICS & GYNEC
_ 0PYA33  SPC A   00036111    HUR, IN H              05/01/95   M   Y   OBSTETRICS & GYNEC
_ 0PYA34  SPC DC  00021346    ▇▇▇▇▇, ▇▇▇▇▇ ▇         08/01/95   M   Y   CHIROPRACTOR
_ 0PYA35  SPC A   00019731    ▇▇▇▇▇, ▇▇▇▇▇ P         08/01/95   M   Y   OBSTETRICS & GYNEC
_ 0PYA36  SPC A   00021727    ▇▇▇▇▇▇▇, ▇▇▇▇ I        08/01/95   M   Y   UROLOGY
_ 0PYA37  SPC C   00041897    ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇    08/01/95   M   Y   OBSTETRICS & GYNEC
_ 0PYA38  SPC G   00058799    ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇  08/01/95   M   Y   ORTHOPEDIC SURGERY
_ 0PYA39  SPC G   00049280    ▇▇▇▇, ▇▇▇▇▇▇▇ G        08/01/95   M   Y   ORTHOPEDIC SURGERY
_ 0PYA40  SPC G   00054069    FIELD, ▇▇▇▇▇ T         06/01/95   M   Y   ORTHOPEDIC SURGERY
_ 0PYA42  SPC DC  00022259    ▇▇▇▇, ▇▇▇▇▇ H          08/01/95   M   Y   CHIROPRACTOR
_ 0PYA44  SPC G   00014971    ▇▇▇▇▇, ▇▇▇▇ W          08/01/95   M   Y   OTOLARYNGOLOGY
_ 0PYA46  SPC A   00034425    ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇   08/01/95   M   Y   OTOLARYNGOLOGY
_ 0PYA47  SPC E   00003412    ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ L     08/01/95   M   Y   PODIATRISTS
NEXT ▇▇▇▇: ____________  NEXT KEY: ____________   SVC DATES:  02/12/97 02/12/97
PF3: HMO MAIN   PF5: SYSRETRN   PF6: CORPMENU    PF7: PAGEBACK   PF8: PAGENEXT
PLEASE ENTER "S" NEXT TO DESIRED PHYSICIAN
HIQPVHD                        CORPORATE SYSTEMS                P  02/12/97  08:47:00  ▇▇▇▇
▇▇▇▇▇▇  ▇▇▇▇▇▇▇▇            ▇▇▇▇▇ ▇▇▇ DATA INQUIRY                              VERSION 001
                           PHYSICIAN CROSS REFERENCE
SITE CODE: 0PY000
SITE NAME: PROSPECT MEDICAL GROUP
============================================================== ALL PHYSICIANS
  DR NO.  P/S LICENSE NO.     NAME                   EFF DATE PRC/ACC       SPECIALTY
                                                   
_ 0PYA48  SPC G   00073749    NANDA, MOHIT           08/01/95   M   Y   OPHTHALMOLOGY
_ 0PYA49  SPC A   00044723    ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ E      08/01/95   M   Y   ANESTHESIOLOGY
_ 0PYA50  SPC C   00037346    ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ M     08/01/95   M   Y   UROLOGY
_ 0PYA51  SPC PSY 00014165    ▇▇▇▇▇▇▇, ▇▇▇▇▇▇        08/01/95   M   Y   PSYCHOLOGY
_ 0PYA52  SPC DC  00023131    ▇▇▇▇▇, ▇▇▇▇ H          08/01/95   M   Y   CHIROPRACTOR
_ 0PYA53  SPC E   00002539    ▇▇▇▇▇▇, ▇▇▇▇▇▇ L       08/01/95   M   Y   PODIATRISTS
_ 0PYA54  SPC E   00003833    ▇▇▇, ▇▇▇▇▇▇▇ R         08/01/95   M   Y   PODIATRISTS
_ 0PYA55  SPC A   00036380    ▇▇▇▇▇▇▇▇, ▇▇▇▇         08/01/95   M   Y   PHYSICAL MED & REH
_ 0PYA56  SPC G   00071898    ▇▇▇▇▇, ▇▇▇▇ M          10/01/95   M   Y   GASTROENTEROLOGY
_ 0PYA58  SPC A   00033138    ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ N      11/01/95   M   Y   INTERNAL MEDICINE
_ 0PYA59  SPC G   00034099    ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ W   11/15/95   M   Y   UROLOGY
_ 0PYA60  SPC E   00003792    LIN, PARKSON J         11/15/95   M   Y   PODIATRISTS
_ 0PYA62  SPC G   00072693    ▇▇▇▇▇, ▇▇▇▇▇ A         11/15/95   M   Y   INTERNAL MEDICINE
_ 0PYA63  SPC PSY 00012071    ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇     11/15/95   M   Y   PSYCHOLOGY
NEXT ▇▇▇▇: ____________  NEXT KEY: ____________   SVC DATES:  02/12/97 02/12/97
PF3: HMO MAIN   PF5: SYSRETRN   PF6: CORPMENU    PF7: PAGEBACK   PF8: PAGENEXT
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HIQPVHD                        CORPORATE SYSTEMS                P  02/12/97  08:47:04  ▇▇▇▇
▇▇▇▇▇▇  ▇▇▇▇▇▇▇▇            ▇▇▇▇▇ ▇▇▇ DATA INQUIRY                              VERSION 001
                           PHYSICIAN CROSS REFERENCE
SITE CODE: 0PY000
SITE NAME: PROSPECT MEDICAL GROUP
============================================================== ALL PHYSICIANS
  DR NO.  P/S LICENSE NO.     NAME                   EFF DATE  PRC/ACC     SPECIALTY
                                                   
_ 0PYA64  SPC G   00054162    ▇▇▇▇▇▇▇, ▇▇▇ M         11/15/95   M   Y   OBSTETRICS & GYNEC
_ 0PYA65  SPC DC  00019076    ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇   11/15/95   M   Y   CHIROPRACTOR
_ 0PYA66  SPC C   00041445    ▇▇▇▇▇, ▇▇▇▇ ▇          11/15/95   M   Y   PEDIATRICS
_ 0PYA67  SPC G   00016543    ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ A     11/15/95   M   Y   ALLERGY & IMMUNOLO
_ 0PYA68  SPC A   00034163    CHAMBI, ISRAEL P       01/01/96   M   Y   NEUROLOGICAL SURGE
_ 0PYA69  SPC A   00029781    BHASKAR, BIRBAL S      01/01/96   M   Y   INTERNAL MEDICINE
_ 0PYA70  SPC C   00028212    ▇▇▇▇▇, ▇▇▇▇▇ L         01/01/96   M   Y   PSYCHIATRY
_ 0PYA71  SPC G   00039256    ▇▇▇▇▇, ▇▇▇▇▇ I         03/01/96   M   Y   OTOLARYNGOLOGY
_ 0PYA72  SPC A   00021894    ▇▇▇▇, ▇▇▇▇▇▇           03/01/96   M   Y   RADIOLOGY
_ 0PYA73  SPC G   00050355    ▇▇▇▇▇, ▇▇▇▇▇▇▇ A       03/01/96   M   Y   DERMATOLOGY
_ 0PYA74  SPC G   00055330    ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ P   03/01/96   M   Y   OBSTETRICS & GYNEC
_ 0PYA75  SPC G   00047629    ▇▇▇▇▇▇, ▇▇▇▇▇▇ A       03/01/96   M   Y   NEONATAL MEDICINE
_ 0PYA76  SPC A   00019070    ▇▇▇▇▇▇▇, ▇▇▇▇ M        03/01/96   M   Y   OPHTHALMOLOGY
_ 0PYA77  SPC G   00042276    ▇▇▇▇▇▇, ▇▇▇▇ A         03/01/96   M   Y   OBSTETRICS & GYNEC
NEXT ▇▇▇▇: ____________  NEXT KEY: ____________   SVC DATES:  02/12/97 02/12/97
PF3: HMO MAIN   PF5: SYSRETRN   PF6: CORPMENU    PF7: PAGEBACK   PF8: PAGENEXT
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HIQPVHD                     CORPORATE SYSTEMS         P 02/12/97 08:47:07 ▇▇▇▇
▇▇▇▇▇▇   ▇▇▇▇▇▇▇▇        ▇▇▇▇▇ ▇▇▇ DATA INQUIRY                    VERSION 001
                       PHYSICIAN CROSS REFERENCE
SITE CODE: 0PY000
SITE NAME: PROSPECT MEDICAL GROUP
============================================================== ALL PHYSICIANS
   DR NO.  P/S   LICENSE NO. NAME                   EFF DATE  PRC/ACC      SPECIALTY
                                                     
_  0PYA78  SPC   A 00041163  ▇▇▇▇▇,▇▇▇▇ S           03/15/96   M   Y   OBSTETRICS & GYNEC
_  0PYA79  SPC   A 00051302  ▇▇▇▇▇,▇▇▇▇▇▇▇ ▇        04/01/96   M   Y   SURGERY
_  0PYA80  SPC   A 00032247  ▇▇▇▇▇,▇▇▇▇▇▇ L         04/01/96   M   Y   RHEUMATOLOGY
_  0PYA81  SPC   G 00067568  DEYAN,ALEXANDER        04/01/96   M   Y   OBSTETRICS & GYNEC
_  0PYA82  SPC   G 00044062  ▇▇▇▇▇▇▇▇▇,▇▇▇▇▇▇ B     04/01/96   M   Y   INTERNAL MEDICINE
_  0PYA83  SPC   G 00071549  ▇▇▇▇▇▇▇▇,▇▇▇▇▇ A       04/01/96   M   Y   OBSTETRICS & GYNEC
_  0PYA84  SPC   A 00045786  ▇▇▇,▇▇▇▇-I             04/01/96   M   Y   ALLERGY & IMMUNOLO
_  0PYA85  SPC   A 00048188  ▇▇▇▇▇▇▇▇▇,▇▇▇▇▇▇       05/01/96   M   Y   OBSTETRICS & GYNEC
_  0PYA86  SPC   A 00025746  ▇▇▇▇▇▇▇▇▇▇▇,▇▇▇▇▇ A    05/01/96   M   Y   INTERNAL MEDICINE
_  0PYA88  SPC   A 00044025  ▇▇▇▇▇▇,▇▇▇▇▇▇▇▇▇ J     06/01/96   M   Y   INTERNAL MEDICINE
_  0PYA89  SPC   G 00047680  ▇▇▇▇▇▇,▇▇▇▇▇ S         06/01/96   M   Y   INTERNAL MEDICINE
_  0PYA90  SPC   A 00041039  ▇▇▇▇▇▇▇▇,▇▇▇▇▇▇        06/01/96   M   Y   OBSTETRICS & GYNEC
_  0PYA91  SPC   A 00030819  ▇▇▇▇▇▇▇▇,▇▇▇▇▇▇ A      06/01/96   M   Y   OPHTHALMOLOGY
_  0PYA92  SPC   A 00038941  ▇▇▇▇▇-▇▇▇▇▇▇▇,SHAHPO   06/01/96   M   Y   OBSTETRICS & GYNEC
NEXT ▇▇▇▇:________  NEXT KEY:________ SVC DATES:   02/12/97  02/12/97
PF3: HMO MAIN  PF5: SYSRETRN  PF6: CORPMENU  PF7: PAGEBACK  PF8: PAGENEXT
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HIQPVHD                    CORPORATE SYSTEMS           P 02/12/97 08:47:10 ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇         ▇▇▇▇▇ ▇▇▇ DATA INQUIRY                      VERSION 001
                      PHYSICIAN CROSS REFERENCE
SITE CODE: 0PY000
SITE NAME: PROSPECT MEDICAL GROUP
============================================================== ALL PHYSICIANS
   DR NO.  P/S   LICENSE NO. NAME                  EFF DATE PRC/ACC    SPECIALTY
                                                  
_  0PYA93  SPC G  00057651 ▇▇▇▇▇▇▇▇▇,▇▇▇▇▇▇ R     06/01/96  M   Y   OBSTETRICS & GYNEC
_  0PYA94  SPC A  00049758 SHAH,MITA H            06/01/96  M   Y   PEDIATRICS
_  0PYA95  SPC G  00062616 ▇▇▇▇▇▇▇▇,▇▇▇▇▇▇▇ R     06/01/96  M   Y   PEDIATRICS
_  0PYA96  SPC G  00076417 ▇▇▇▇▇▇▇▇▇,▇▇▇▇▇▇▇▇▇    07/01/96  M   Y   OBSTETRICS & GYNEC
_  0PYA97  SPC DC 00018565 ▇▇▇▇▇,▇▇▇▇▇▇▇ R        07/01/96  M   Y   CHIROPRACTOR
_  0PYA98  SPC G  00073198 ▇▇▇▇▇▇,▇▇▇▇ A          07/01/96  M   Y   OPHTHALMOLOGY
_  0PYA99  SPC A  00046389 ▇▇▇▇▇▇,▇▇▇▇▇▇ J        07/01/96  M   Y   NEPHROLOGY
_  0PYB01  SPC G  00041537 ▇▇▇▇▇▇▇▇▇,▇▇▇▇▇▇▇▇▇    07/01/96  M   Y   OBSTETRICS & GYNEC
_  0PYB02  SPC G  00050776 ▇▇▇▇▇▇,▇▇▇▇▇▇▇ L       07/01/96  M   Y   ORTHOPEDIC SURGERY
_  0PYB03  SPC G  00017825 ▇▇▇▇▇▇,▇▇▇▇▇▇▇ J       07/01/96  M   Y   OPHTHALMOLOGY
_  0PYB04  SPC G  00037045 ▇▇▇▇▇▇▇▇▇,▇▇▇▇▇▇ R     07/01/96  M   Y   ORTHOPEDIC SURGERY
_  0PYB05  SPC G  00039051 ▇▇▇▇▇▇▇,▇▇▇▇ R         07/01/96  M   Y   ORTHOPEDIC SURGERY
_  0PYB06  SPC A  00023526 ▇▇▇▇▇▇▇▇,▇▇▇▇▇▇▇ K     06/01/96  M   Y   CARDIOVASCU DISEAS
_  0PYB07  SPC G  00028746 ▇▇▇▇▇▇▇,▇▇▇▇ L         06/01/96  M   Y   CARDIOVASCU DISEAS
NEXT ▇▇▇▇:________  NEXT KEY:________ SVC DATES:   02/12/97 02/12/97
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HIQPVHD                         CORPORATE SYSTEMS        02/12/97 08:47:13 ▇▇▇▇
▇▇▇▇▇▇     ▇▇▇▇▇▇▇▇           ▇▇▇▇▇ ▇▇▇ DATA INQUIRY                VERSION 001
                             PHYSICIAN CROSS REFERENCE
SITE CODE: 0PY000
SITE NAME: PROSPECT MEDICAL GROUP
============================================================== ALL PHYSICIANS
   DR NO.  P/S LICENSE NO. NAME                   EFF DATE  PRC/ACC      SPECIALTY
                                                
_  0PYB08  SPC LCS00012523 ▇▇▇▇▇▇▇▇,▇▇▇▇▇▇▇ R     06/01/96  M   Y LCSW
_  0PYB09  SPC A  00029368 ▇▇▇▇▇▇▇▇,▇▇▇▇▇▇▇ L     06/01/96  M   Y SURGERY
_  0PYB10  SPC A  00045410 ▇▇▇▇▇▇▇,▇▇▇▇▇          06/01/96  M   Y UROLOGY
_  0PYB11  SPC A  00029687 ▇▇▇,▇▇▇▇▇▇▇ C          06/01/96  M   Y NEUROLOGICAL SURGE
_  0PYB12  SPC G  00043398 ▇▇▇▇▇▇,▇▇▇▇▇▇▇ C       06/01/96  M   Y PEDIATRIC CARDIOLO
_  0PYB13  SPC PSY00010977 ▇▇▇▇,▇▇▇▇ T            06/01/96  M   Y PSYCHOLOGY
_  0PYB14  SPC G  00067377 ▇▇▇▇▇▇▇,▇▇▇▇▇▇▇▇ M     06/01/96  M   Y OBSTETRICS & GYNEC
_  0PYB15  SPC G  00047957 YORK,▇▇▇▇▇ C           06/01/96  M   Y OBSTETRICS & GYNEC
_  0PYB16  SPC A  00038317 ▇▇▇▇▇,▇▇▇▇ W           06/01/96  M   Y INTERNAL MEDICINE
_  0PYB17  SPC A  00052121 ▇▇▇▇,▇▇▇▇▇▇ R          06/01/96  M   Y INTERNAL MEDICINE
_  0PYB18  SPC OPT00003828 ▇▇ ▇▇▇▇,▇▇▇▇▇ L        06/01/96  M   Y OPTOMETRY
_  0PYB19  SPC C  00035334 ▇▇▇▇,▇▇▇▇▇ C           06/01/96  M   Y CARDIOVASCU DISEAS
_  0PYB20  SPC MFC00029953 ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇,MA   06/01/96  M   Y MFCC
_  0PYB21  SPC PSY00012070 ▇▇▇▇▇▇▇▇▇▇,▇▇▇▇▇▇▇ L   06/01/96  M   Y PSYCHOLOGY
NEXT ▇▇▇▇:________  NEXT KEY:________ SVC DATES:   02/12/97 02/12/97
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HIQPVHD                      CORPORATE SYSTEMS         P 02/12/97 08:47:17 ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇            ▇▇▇▇▇ ▇▇▇ DATA INQUIRY                   VERSION 001
                        PHYSICIAN CROSS REFERENCE
SITE CODE: 0PY000
SITE NAME: PROSPECT MEDICAL GROUP
============================================================== ALL PHYSICIANS
   DR NO.  P/S LICENSE NO. NAME                   EFF DATE PRC/ACC   SPECIALTY
                                                
_  0PYB22  SPC MFC00016388 ▇▇▇▇▇▇,▇▇▇▇▇▇▇▇▇▇ S    06/01/96  M   Y MFCC
_  0PYB23  SPC G  00064918 ▇▇▇▇▇▇▇▇,▇▇▇▇ J        06/01/96  M   Y OBSTETRICS & GYNEC
_  0PYB24  SPC A  00043562 ▇▇▇▇▇▇▇▇,▇▇▇▇▇▇ ▇      06/01/96  M   Y NEPHROLOGY
_  0PYB25  SPC G  00017470 ▇▇▇▇▇,▇▇▇▇▇ ▇          06/01/96  M   Y PATHOLOGY
_  0PYB26  SPC G  00044536 ▇▇▇▇▇▇,▇▇▇▇            06/01/96  M   Y PSYCHIATRY
_  0PYB27  SPC G  00044673 ▇▇▇▇▇▇▇▇,▇▇▇▇▇▇ ▇      06/01/96  M   Y PSYCHIATRY
_  0PYB28  SPC A  00044904 ▇▇▇▇▇▇,▇▇▇▇▇▇▇ E       06/01/96  M   Y ANESTHESIOLOGY
_  0PYB29  SPC A  00044552 ▇▇▇▇▇▇▇▇,▇▇▇▇▇▇▇▇ M    06/01/96  M   Y NEPHROLOGY
_  0PYB30  SPC A  00040197 ▇▇▇▇▇▇▇-▇▇▇▇▇▇,▇▇▇▇    06/01/96  M   Y UROLOGY
_  0PYB31  SPC G  00053241 ▇▇▇,▇▇▇▇▇ S            06/01/96  M   Y OBSTETRICS & GYNEC
_  0PYB32  SPC G  00028735 ▇▇▇▇▇▇▇,▇▇▇▇▇▇▇ R      06/01/96  M   Y SURGERY
_  0PYB33  SPC G  00042829 ▇▇▇▇▇▇▇,▇▇▇▇▇ R        06/01/96  M   Y DIAGNOSTIC RADIOLO
_  0PYB34  SPC G  00074511 ▇▇▇▇▇▇▇▇,▇▇▇▇ H        06/01/96  M   Y OBSTETRICS & GYNEC
_  0PYB35  SPC G  00070407 ▇▇▇▇▇▇▇,▇▇▇▇▇▇ E       06/01/96  M   Y ORTHOPEDIC HAND SU
NEXT ▇▇▇▇:________  NEXT KEY:________ SVC DATES:   02/12/97 02/12/97
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HIQPVHD                 CORPORATE SYSTEMS              P 02/12/97 08:47:20 ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇      ▇▇▇▇▇ ▇▇▇ DATA INQUIRY                         VERSION 001
                    PHYSICIAN CROSS REFERENCE
SITE CODE: 0PY000
SITE NAME: PROSPECT MEDICAL GROUP 
============================================================== ALL PHYSICIANS
    DR NO. P/S LICENSE NO. NAME                   EFF DATE  PRC/ACC       SPECIALTY
                                                    
_  0PYB36  SPC A  ▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇,▇▇▇▇▇▇ E     06/01/96   M   Y   OBSTETRICS & GYNEC
_  0PYB37  SPC A  00038493 ▇▇▇▇▇▇,FERNAND0         06/01/96   M   Y   INTERNAL MEDICINE
_  0PYB38  SPC A  00043518 ▇▇▇▇▇▇▇▇,▇▇▇▇ L         06/01/96   M   Y   OBSTETRICS & GYNEC
_  0PYB39  SPC C  00033575 ▇▇▇▇▇▇,▇▇▇▇ G           06/01/96   M   Y   ORTHOPEDIC SURGERY
_  0PYB40  SPC C  00038037 ▇▇▇▇▇▇▇,▇▇▇▇▇ ▇         06/01/96   M   Y   MEDICAL ONCOLOGY
_  0PYB41  SPC G  00045372 ▇▇▇▇▇▇,▇▇▇▇▇ S          06/01/96   M   Y   CARDIOVASCU DISEAS
_  0PYB42  SPC A  00033853 ▇▇▇▇▇,▇▇▇▇ ▇            06/01/96   M   Y   THORACIC SURGERY
_  0PYB43  SPC C  00041397 KAVOOSSI-SHARIFABAD,    06/01/96   M   Y   PHYSICAL MED & REH
_  0PYB44  SPC DC 00016644 ▇▇▇▇▇▇▇,▇▇▇▇▇▇▇ P       06/01/96   M   Y   CHIROPRACTOR
_  0PYB45  SPC A  00044650 ▇▇▇▇▇▇,▇▇▇▇▇▇ B         06/01/96   M   Y   ANESTHESIOLOGY
_  0PYB47  SPC A  00025157 ▇▇▇▇▇▇▇▇▇▇,▇▇▇▇▇▇ A     06/01/96   M   Y   NEUROLOGY
_  0PYB48  SPC A  00029007 ▇▇▇▇▇▇▇,▇▇▇▇▇▇ ▇        06/01/96   M   Y   RHEUMATOLOGY
_  0PYB49  SPC G  00037056 SHEAR,STUART L          06/01/96   M   Y   DERMATOLOGY
_  0PYB50  SPC A  00039226 SEE,▇▇▇▇▇▇▇▇ C          06/01/96   M   Y   INFECTIOUS DISEASE
NEXT ▇▇▇▇:________  NEXT KEY:________ SVC DATES:   02/12/97 02/12/97
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HIQPVHD                 CORPORATE SYSTEMS              P 02/12/97 08:47:20 ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇      ▇▇▇▇▇ ▇▇▇ DATA INQUIRY                         VERSION 001
                    PHYSICIAN CROSS REFERENCE
SITE CODE: 0PY000
SITE NAME: PROSPECT MEDICAL GROUP 
============================================================== ALL PHYSICIANS
    DR NO. P/S LICENSE NO. NAME                   EFF DATE  PRC/ACC       SPECIALTY
                                                    
_  0PYB51  SPC G  00051075 ▇▇▇▇▇,▇▇▇▇ T            06/01/96   M   Y   OPHTHALMOLOGY
_  0PYB52  SPC G  00043480 ▇▇▇▇▇▇,▇▇▇▇▇▇           06/01/96   M   Y   INTERNAL MEDICINE
_  0PYB53  SPC A  00030158 ▇▇▇▇▇▇▇,▇▇▇▇▇▇▇▇▇ M     06/01/96   M   Y   PLASTIC SURGERY
_  0PYB54  SPC A  00039778 SUCHOV,MORDO            06/01/96   M   Y   INTERNAL MEDICINE
_  0PYB55  SPC G  00045202 ▇▇▇▇▇▇▇,▇▇▇▇▇           06/01/96   M   Y   ORTHOPEDIC SURGERY
_  0PYB56  SPC G  00027036 ▇▇▇▇▇▇▇,▇▇▇▇▇▇▇         06/01/96   M   Y   ORTHOPEDIC SURGERY
_  0PYB57  SPC E  00003593 ▇▇▇,▇▇▇▇▇ W             06/01/96   M   Y   PODIATRISTS
_  0PYB58  SPC G  00032178 ▇▇▇▇▇▇▇,▇▇▇▇ P          06/01/96   M   Y   RADIATION ONCOLOGY
_  0PYB59  SPC G  00020647 LAW,▇▇▇▇ C              09/01/96   M   Y   EMERGENCY MEDICINE
_  0PYB60  SPC G  00035526 ▇▇▇▇▇,▇▇▇▇ ▇            09/15/96   M   Y   ORTHOPEDIC SURGERY
_  0PYB61  SPC A  00025389 ▇▇▇▇▇▇,▇▇▇▇▇▇ M         11/15/96   M   Y   OBSTETRICS & GYNEC
NEXT ▇▇▇▇:________  NEXT KEY:________ SVC DATES:   02/12/97 02/12/97
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HIQPVHG                         CORPORATE SYSTEMS
HPCT26                        BCNMS HMO DATA INQUIRY               VERSION 001
                         AFFILIATED HOSPITAL CROSS REFERENCE
SITE CODE: 0PY000
SITE NAME: PROSPECT MEDICAL GROUP
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 MEDICARE    ID   HOSPITAL NAME                            EFFDATE    ENDDATE
                                                          
_ 050065     **   WESTERN MEDICAL CENTER-SANTA ▇▇▇         10/01/96   99/99/99
_ 050168     **   ST JUDE MEDICAL CENTER                   12/01/94   99/99/99
_ 050282     **   ▇▇▇▇▇▇ ▇▇▇▇▇▇ HOSPITAL MEDICAL CENTER    10/01/96   99/99/99
_ 050535     **   COASTAL COMMUNITIES HOSPITAL             10/01/96   99/99/99
_ 050567     **   MISSION HOSPITAL REGIONAL 
                    MEDICAL CENTER                         10/01/96   99/99/99
_ 050603     __   SADDLEBACK MEMORIAL MEDICAL CENTER       10/01/96   99/99/99
_ 050693     **   IRVINE MEDICAL CENTER                    10/01/96   99/99/99
NEXT ▇▇▇▇:            NEXT KEY:        SVC DATES: 02/12/97 02/12/97 
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                                     EXHIBIT C
                                          
           ADMINISTRATIVE RESPONSIBILITIES OF PARTICIPATING MEDICAL GROUP
This exhibit lists the areas in which PARTICIPATING MEDICAL GROUP and 
PARTICIPATING MEDICAL GROUP Physicians will have administrative 
responsibility. The extent and type of responsibility to be undertaken will 
be agreed upon by the PARTICIPATING MEDICAL GROUP and BLUE CROSS through an 
annual audit process.
A.   PROFESSIONAL SERVICES ADMINISTRATION 
     Professional Services - Schedule, control, process and report encounter
     information 
     Outside Referrals - Control, process and report encounter information 
     Ancillary - Control, process and report encounter information
B.   INSTITUTIONAL SERVICES ADMINISTRATION 
     Preadmission certification process 
     Medical Review of claims 
     Length-of-stay (monitoring and control)
C.   UTILIZATION REVIEW
D.   PEER REVIEW, EDUCATION AND CREDENTIALING
E.   QUALITY MANAGEMENT
F.   GRIEVANCE PROCEDURE COMPLIANCE
G.   MONITOR AND REVISE SPECIALIST/OTHER REFERRAL CONTRACTS
H.   PATIENT EDUCATION
I.   CASE MANAGEMENT
                                C-1
                         CALIFORNIACARE HEALTH PLANS
                                  SCHEDULE D
          Intentionally omitted. Confidential Treatment Requested.
Effective December 1, ▇▇▇▇                             ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇
                                                             Prudent Buyer Plan
                                          
                                    EXHIBIT E
                                         
                            PHYSICIAN PAYMENT STRUCTURE
                                          
                                     AREA 5
Blue Cross of California establishes and, from time to time, revises unit 
values based on observed charge patterns by CPT-4 procedure code. The maximum 
allowable for physician claims shall be calculated using the unit values as 
in effect, multiplied by the following conversion factors: *
                                CONVERSION FACTORS
                                ------------------
                                               
                      Anesthesia                   [  **  ]
  
                      Medicine                     [  **  ]
                      Pathology   
                        CPT codes 88100-88399      [  **  ]
                        All other CPT codes        [  **  ]
     
                      Radiology                    [  **  ]
        
                      Surgery   
                        CPT-4 codes 59400-59622    [  **  ]
                        All other CPT-4 codes      [  **  ]
     When PHYSICIAN does not submit claims electronically in a format specified
     by BLUE CROSS, a handling fee of [  **  ] per OCR scannable claim and 
     [  **  ] per paper claim will be deducted from payment due PHYSICIAN. 
     PHYSICIAN will not charge Members for the handling fee.
                       REIMBURSEMENT FOR HCPCS LEVEL II CODES
PHARMACY (INCLUDING INFUSION THERAPY DRUGS): Maximum Allowable reimbursement 
based on Average Wholesale Price (AWP) according to published market data 
(such as DRUG TOPICS RED BOOK, AMERICAN DRUGGIST BLUE BOOK, OR MEDISPAN). 
Oral prescription drugs dispensed in the physician's office will be denied as 
not payable, and the Member may not be billed by physician.
DURABLE MEDICAL EQUIPMENT, SUPPLIES (INCLUDING, BUT NOT LIMITED TO, INFUSION 
THERAPY SUPPLIES), PROSTHETICS AND ORTHOTICS: Maximum Allowable Reimbursement 
not to exceed the lesser of the average retail price or the Medicare regional 
allowable reimbursement rates applied to California for the appropriate code 
ranges. The average retail price will be determined annually from claims data 
and/or external data. Reimbursement rates will be based on whether the 
equipment is new, used or rented as identified by the CPT code modifier. 
Codes not identified by modifier will be considered as rentals.
ALL OTHER HCPCS CODES: For all other HCPCS codes the Maximum Allowable will 
be determined by Blue Cross using claims data and/or external data.
                                     EXHIBIT F
                   NON-CAPITATED PERFORMANCE SETTLEMENT SCHEDULE
                         FOR NON-CAPITATED MEDICAL SERVICES
                        Based on Plan C, $60,000 Stop Loss, 
                  Age/Sex Factor = 1.00 and Regional Factor = 1.00
NON-CAPITATED PERFORMANCE SETTLEMENT CALCULATION METHOD:
1)   Identify the payment band that contains the PARTICIPATING MEDICAL GROUP's
     Adjusted PMPM Non-Capitated Expense
2)   Subtract the PARTICIPATING MEDICAL GROUP's PMPM Non-Capitated Expense from
     the high value of the payment band
3)   Multiply the result from Step 2 by the multiplier column for the payment
     band
4)   Add the result from Step 3 to the minimum payment amount for the payment
     band to get the PMPM Non-Capitated Performance Settlement
5)   Multiply the PMPM Non-Capitated Performance Settlement from Step 4 by the
     PARTICIPATING MEDICAL GROUP's Member Months to calculate the Non-Capitated
     Performance Settlement
------------------------------------------------------------------------------------
               Non-Capitated Expense Ranges
Payment Bands  (PMPM Non-Capitated Expense)     Multiplier    Minimum Payment Amount
               ----------------------------
                    Low            High
------------------------------------------------------------------------------------
                                                  
       1           $31.63       > $31.63        [  **  ]              [  **  ]
------------------------------------------------------------------------------------
       2           $30.30         $31.62*       [  **  ]              [  **  ]
------------------------------------------------------------------------------------
       3           $28.97         $30.29        [  **  ]              [  **  ]
------------------------------------------------------------------------------------
       4           $27.64         $28.96        [  **  ]              [  **  ]
------------------------------------------------------------------------------------
       5           $26.31         $27.63        [  **  ]              [  **  ]
------------------------------------------------------------------------------------
       6           $24.98         $26.30        [  **  ]              [  **  ]
------------------------------------------------------------------------------------
       7           $23.65         $24.97        [  **  ]              [  **  ]
------------------------------------------------------------------------------------
       8           $22.32         $23.64        [  **  ]              [  **  ]
------------------------------------------------------------------------------------
       9           $20.99         $22.31        [  **  ]              [  **  ]
------------------------------------------------------------------------------------
       10        < $20.98         $20.98        [  **  ]              [  **  ]
------------------------------------------------------------------------------------
* Attachment Point
--------------------------------------------------------------------------------
Example of Non-Capitated Performance Settlement Calculation
Assume: PARTICIPATING MEDICAL GROUP has an PMPM Non-Capitated Expense of 
$26.63; and there are 100,000 member months
(1)  Identify the payment band that contains the PARTICIPATING MEDICAL GROUP's
     Adjusted PMPM Non-Capitated Expense.
     The PARTICIPATING MEDICAL GROUP's PMPM Non-Capitated Expense of $26.63
     falls between the low and high values of payment band 5
(2)  Subtract the PARTICIPATING MEDICAL GROUP's PMPM Non-Capitated Expense from
     the high value for the payment band.
     $27.63 - $26.63 = $1.00
(3)  Multiply the result from Step 2 by the multiplier for the payment band.
     $1.00 x [  **  ] = [  **  ]
(4)  Add the result from Step 3 to the minimum payment amount for the payment
     band to get the PMPM Non-Capitated Performance Settlement.
     [  **  ] + [  **  ] = [  **  ] PMPM Non-Capitated Performance Settlement
(5)  Multiply the PMPM Non-Capitated Performance Settlement from Step 4 by the
     PARTICIPATING MEDICAL GROUP's Member Months to calculate the Non-Capitated
     Performance Settlement.
     [  **  ] PMPM Non-Capitated Performance Settlement x 100,000 member months 
     = [  **  ] Non-Capitated Performance Settlement
--------------------------------------------------------------------------------
                                    F-1
                                     EXHIBIT G
                                          
                COMPENSATION FOR SERVICES TO BLUE CROSS PLUS MEMBERS
In consideration for the mutual promises herein set forth, PARTICIPATING MEDICAL
GROUP and BLUE CROSS hereby agree as follows:
I.   DEFINITIONS
     A.   "ADVANCE SUPPLEMENTAL CAPITATION PAYMENT" means a supplemental
          Capitation payment apportioned monthly and paid in advance of the
          date it is earned. Advance Supplemental Capitation Payments are
          subject to recoupment by BLUE CROSS if not actually earned prior to
          the end of the calendar quarter.
     B.   "BASELINE CAPITATION PAYMENT" means the monthly Capitation payment for
          each Member covered by a BLUE CROSS PLUS Benefit Agreement and
          assigned to PARTICIPATING MEDICAL GROUP.
     C.   "IN-NETWORK SERVICES" means those services which are provided,
          arranged by, referred or authorized by PARTICIPATING MEDICAL GROUP for
          BLUE CROSS PLUS Members and which would be CALIFORNIACARE Capitation
          Services if they had been rendered under the Agreement to a
          CALIFORNIACARE Member.
     D.   "IN-NETWORK UTILIZATION FACTOR" means the quotient of the Baseline
          Capitation Payment, divided by the sum of Baseline Capitation Payments
          plus expenses for Out-of-Network Services, modified each calendar
          quarter to allow for incurred but not reported expenses (IBNR) based
          on BLUE CROSS's overall BLUE CROSS PLUS experience, as follows:
          Baseline Capitation Payment                            = A
          Expenses for Out-of-Network Services                   = B  
          (Modified to allow for IBNR)
          In-Network Utilization Factor                          = C
                 A
          C = -------
               A + B
     E.   "NON-PARTICIPATING PROVIDER" means a Health Professional, hospital,
          emergency facility, skilled nursing facility, ambulance service, home
          health agency, or Alternate Birthing Center that has rendered services
          to a BLUE CROSS PLUS Member without authorization from the
          PARTICIPATING MEDICAL GROUP to which the Member is assigned.
     F.   "OUT-OF-NETWORK SERVICES" means those services rendered to BLUE CROSS
          PLUS Members by a Non-Participating Provider, and which would be
          Capitation Services if rendered by PARTICIPATING MEDICAL GROUP under
          the Agreement to CALIFORNIACARE Members, except for Out-of-Area
          Emergency Services.
     G.   "SUPPLEMENTAL CAPITATION PAYMENT" means a Capitation payment per BLUE
          CROSS PLUS Member per month, which may be earned based on the
          In-Network Utilization Factor as set forth in Exhibit G-1.
                                        G-1
                         CALIFORNIACARE HEALTH PLANS
                                  SCHEDULE G-1
          Intentionally omitted. Confidential Treatment Requested.
                                  EXHIBIT H
               OUTPATIENT PRESCRIPTION DRUG SETTLEMENT SCHEDULE
PMPM Outpatient Prescription Drug Expense Target:  $10.45 PMPM
         PMPM EXPENSE RANGE                 SETTLEMENT CALCULATION
        Greater than $10.45                         [  **  ]
          $9.60 to $10.45                           [  **  ]
          $8.75 to $9.59                            [  **  ]
          Less than $8.75                           [  **  ]
If PARTICIPATING MEDICAL GROUP's PMPM OPDE is less than the OPDE Target, an 
additional [  **  ] PMPM will be due to PARTICIPATING MEDICAL GROUP if 
PARTICIPATING MEDICAL GROUP's Formulary utilization is equal to or greater 
than 95%.
Formulary Utilization:   Is the quotient of the number of prescriptions for 
                         Members with outpatient prescription drug benefits 
                         assigned to PARTICIPATING MEDICAL GROUP using drugs 
                         listed in the Blue Cross of California Outpatient 
                         Prescription Drug Formulary divided by the total 
                         number of prescriptions for Members with outpatient 
                         prescription drug benefits assigned to PARTICIPATING 
                         MEDICAL GROUP.
                                     H-1
                                  EXHIBIT I
                      QUALITY MANAGEMENT BONUS SCHEDULE
         Quality Management Scorecard Rating      PMPM Quality Bonus Settlement
                   Below Average                             [  **  ]
                      Average                                [  **  ]
                   Above Average                             [  **  ]
Where:
"Average" is the numeric average of all PARTICIPATING MEDICAL GROUP 
scorecard scores plus or minus one standard deviation.
"Above Average" is a score that is greater than one standard deviation above 
the numeric average of all PARTICIPATING MEDICAL GROUP scorecard scores.
"Below Average" is a score that is less than one standard deviation below the 
numeric average of all PARTICIPATING MEDICAL GROUP scorecard scores.
                                     I-1