EXECUTIVE EMPLOYMENT AGREEMENT

     THIS EXECUTIVE EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into and made effective as of August 8, 2007 (the ?Effective Date?), by and between Alta Hospitals System, LLC, a California limited liability company (?Employer?) and David R. Topper, an individual (?Executive?).

     WHEREAS, the execution of this Agreement is a condition to the closing of the transactions under that Agreement and Plan of Reorganization dated as of July 25, 2007 (?Reorganization Agreement?) among Prospect Medical Holdings, Inc., a Delaware corporation (?PMH?), Employer (as the merger subsidiary), Alta Healthcare System, Inc. (?Alta?), and the shareholders of Alta, providing for the merger of Alta, as of the Effective Date, with and into Employer, leaving Employer as the surviving entity and continuing as the subsidiary of PMH (capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the Reorganization Agreement);

     WHEREAS, Executive is currently the Chief Executive Officer of Alta pursuant to that Executive Employment Agreement effective June 17, 2005 with Alta Healthcare LLC, a California limited liability company which was the predecessor parent entity of Alta (?Alta LLC?), and amended on June 30, 2006 to reflect the assignment from Alta LLC to Alta (?Existing Employment Agreement?);

     WHEREAS, Alta LLC dissolved effective June 30, 2006 with substantially all of its liabilities under the Existing Employment Agreement transferred to and assumed by Alta;

     WHEREAS, Executive also currently serves as Chief Executive Officer and as a director of Alta?s two wholly-owned subsidiaries, Alta Los Angeles Hospitals, Inc., a California corporation (?Alta Los Angeles?) and Alta Hollywood Hospitals, Inc., a California corporation (?Alta Hollywood?);

     WHEREAS, PMH, as the new owner of the Alta?s business, desires that Executive be employed as the President of Employer and continue to serve as an officer and director of Alta Los Angeles and Alta Hollywood (collectively, the ?Alta Entities?), pursuant to the terms and conditions set forth herein;

     WHEREAS, Executive agrees that this Agreement shall supersede and replace the Existing Employment Agreement and that no further consideration is owed under the Existing Employment Agreement.

     NOW, THEREFORE, the parties agree as follows:

     1. TERM OF EMPLOYMENT. Employer hereby employs Executive and Executive accepts such employment, upon the terms and conditions set forth herein, for a term of five (5) years commencing as of the Effective Date, unless terminated in accordance with the termination provisions of Section 5 below (the ?Term?). Executive agrees that no further payments for wages, bonus, or severance are owed under the Existing Employment Agreement.

     2. DUTIES. Executive shall be employed as the President of Employer. Executive shall also serve, without additional compensation, as a director and as an officer of each of the other Alta Entities.

     3. NECESSARY SERVICES.

          a. Performance of Duties. Executive agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be assigned to him hereunder. In his position as President of Employer, Executive shall report to Samuel S. Lee, the Chief Executive Officer of Employer. Executive acknowledges that Samuel S. Lee, the Chief Executive Officer of Employer and/or the Board of Managers of Employer, shall assign such tasks to Executive which are commensurate with such position.

          b. Faithful and Diligent Performance. During the Term, Executive agrees to devote such time, energy, skill and efforts to the performance of his duties hereunder as are necessary to allow Executive to faithfully and diligently further the business and interests of the Alta Entities; provided, however, that Executive?s obligations hereunder shall not preclude Executive from (i) working or involving himself in any other business venture so long as it does not materially detract from Executive?s ability to provide services to the Alta Entities and any directorships or committee positions he is then serving under the terms of this Agreement (including not conflicting with the provisions of Subsection (c) below)); or (ii) engaging in additional activities in connection with personal investments and/or community affairs that are not inconsistent with his duties hereunder, including serving on boards of directors of non-competing businesses or entities. Executive currently resides and may at his discretion continue to reside in Los Angeles County, California (the ?County?). Employer shall not relocate Executive to another location outside of the County without his prior written consent.

          c. Services by Executive. Executive agrees that, during the period of his employment, Executive shall provide personal services to the Alta Entities pursuant to this Agreement, and Executive will not, within the California counties of Los Angeles, San Bernardino and Orange, without the prior written consent of PMH (which consent may be granted or withheld in the sole and absolute discretion of PMH), individually or in any combination, directly or indirectly, as an owner, shareholder, director, officer, trustee, partner, associate, consultant, principal, agent, contractor, employee or otherwise:

               i. engage, participate in, form, contract, aid, or hold any interest in an independent physician association (IPA) or managed care organization (including but not limited to an HMO, PPO, or self-insured employer plan), or otherwise engage in any business with an IPA or managed care organization (including but not limited to an HMO, PPO, or self-insured employer plan), which is, or as of the Executive?s engagement or participation, would become, competitive with any aspect of the business or operations of the Alta Entities or PMH, or any affiliate of either of them, including, Prospect Medical Group, Inc., a California corporation (?PMG?).

               ii. engage in the Restricted Activities in the Territory, as set forth in Section 8.9 of the Reorganization Agreement (subject to Section 8.9(b) thereof).

     4. COMPENSATION.

          a. Base Salary. Employer shall pay Executive a base salary of Six Hundred Ten Thousand Dollars ($610,000) per annum (the ?Base Salary?), effective as of the Effective Date. Payments shall be made in periodic installments in accordance with the normal payroll practices of Employer, as such may be changed from time to time to consolidate or coordinate with the normal payroll practices of PMH and/or PMH?s subsidiaries or affiliates. The Base Salary may be increased but not decreased.

          b. Employee Benefits. Executive shall be entitled to participate in all of the employee benefit and fringe benefit plans and programs available to other executive employees of Employer or PMH, as such may be changed from time to time to consolidate or coordinate with such plans and programs of PMH and/or PMH?s subsidiaries or affiliates. Employer and PMH retain the right to modify or eliminate such plans and programs as well.

          c. Deductions and Withholding. Executive hereby agrees that Employer may deduct and withhold from the compensation payable to Executive hereunder any amounts of money required to be deducted or withheld by Employer under the provisions of any and all applicable local, state or federal statutes or regulations or any amendments thereto hereafter enacted requiring the withholding or deducting of compensation.

          d. Equity Incentive Plan. Executive shall be eligible to participate in any executive equity incentive plan adopted by the Board of Directors of PMH.

          e. EBITDA Based Bonus. Executive shall be entitled to receive, on an annual basis, a bonus (the ?EBITDA Bonus?) determined in accordance with the following schedule based on Employer?s EBITDA, as defined below:

Year (Oct. 1 through Sept. 30)		EBITDA Amount		Bonus Amount
2007 (trailing 12 months)		$23 million or greater		$250,000
2008		$24 million or greater		$250,000
2009		$25 million or greater		$250,000
2010		$26 million or greater		$250,000
2011		$27 million or greater		$250,000

     EBITDA Definition. The phrase ?EBITDA? as used herein shall mean earnings before interest, taxes, depreciation and amortization, solely derived from the operation of the four hospitals currently comprising Alta, excluding allocations by PMH to Employer of expenses paid directly by PMH, other than such expenses as PMH and Executive, in their reasonable good faith judgment, agree are being paid by PMH for the benefit of Employer.

     Partial Year. For any partial year (i.e. a year in which, due to the expiration or termination of this Agreement, Executive does not serve as an employee of Employer for the

entire year), then the EBITDA of Employer as of the last fiscal quarter ending prior to the date of expiration or termination of this Agreement shall be annualized for purposes of determining whether any bonus is payable to Executive with respect to such year and, if such a bonus is payable (i.e. if the EBITDA of Employer, as so annualized, satisfies the required EBITDA Amount for such year) then the Executive shall be entitled to a pro-rata portion of the Bonus Amount, calculated as (x) $250,000 multiplied by (y) a fraction, the numerator of which is the number of days elapsed in such year as of the date of expiration or termination of this Agreement, and the denominator of which is 365.

     EBITDA Calculation. For each year or partial year referenced above in this Section 4(e)(an ?EBITDA Period?), Employer shall prepare and deliver to Executive its calculation of the EBITDA of Employer (an ?EBITDA Calculation?) for the applicable EBITDA Period, together with a notice setting forth whether, based on such EBITDA Calculation, Executive is entitled to the EBITDA Bonus for such EBITDA Period. Each EBITDA Calculation shall be delivered to Executive not later than the date (including applicable extension periods) that PMH is required to file its audited financial statements or, as applicable, interim financial statements with the Securities and Exchange Commission with respect to such EBITDA Period . The EBITDA Calculation shall be made by Employer?s independent auditors using the same accounting principles, practices and methodologies, consistently applied, that were used to prepare the Year End Audited Financial Statements for 2006.

     Payment; Review Period; Dispute Notice. In the event that Employer has provided in such notice that Executive is entitled to the EBITDA Bonus for a particular EBITDA Period, Employer shall promptly pay Executive such EBITDA Bonus in accordance with Employer?s standard payroll practices. In the event that Employer has provided in such notice that Executive is not entitled to the EBITDA Bonus for a particular EBITDA Period, Executive shall have a period of 30 calendar days after the date of his receipt of such notice (the ?Review Period?) to review the EBITDA Calculation. During the Review Period, Employer shall provide Executive and his representatives and/or accountants full access during regular business hours and upon reasonable notice to all relevant books and records of Employer and the working papers of such auditors, to the extent necessary to review matters and information related to the preparation of the EBITDA Calculation. In the event that Executive disputes the determination of the EBITDA Calculation for a particular EBITDA Period, Executive shall, within the Review Period, deliver a notice to Employer (the ?Dispute Notice?), setting forth in reasonable detail the component or components which are in dispute and the basis of such dispute. If Executive fails to deliver a Dispute Notice to Employer prior to expiration of the Review Period, then Executive shall be bound by the EBITDA Calculation delivered by Employer and Executive shall not entitled to the EBITDA Bonus for the applicable EBITDA Period.