FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.5

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (this “ Amendment ”) is effective as of February 12, 2009, by and between Prospect Medical Holdings, Inc., a Delaware corporation (the “ Company ”), and Mike Heather, a California resident (“ Executive ”).

WHEREAS, the Company and Executive have entered into that certain Agreement, dated as of April 8, 2004 (the “ Employment Agreement ”); and

WHEREAS, the Company and Executive wish to amend the Employment Agreement as set forth herein.

NOW, THEREFORE, in consideration for the foregoing and for other good and valuable  consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby covenant and agree as follows:

1.             Amendment .  A new Section II.D. is hereby added to the Em