ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT TO ASSIGNMENT OF PROFESSIONAL SERVICES AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT TO ASSIGNMENT OF PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is made effective as of April 1, 2011 (the “Effective Date”) by and between Peninsula Surgical Specialists Medical Group, Inc., a California professional corporation (“Assignor”), and Palo Alto Medical Foundation for Healthcare, Research and Education, a California nonprofit public benefit corporation, on behalf of it Mills-Peninsula Division (“Assignee”). Assignor and Assignee at time herein are referred to individuality as a “Party” and collectively as the “Parties”.

WITNESSETH

WHEREAS, Assignor is currently a party to that certain Professional Services Agreement Between the County of San Mateo (“County”) and Peninsula Surgical Specialists Medical Group, Inc. for General, Thoracic, and Vascular Surgery Services, with an effective term of July 1, 2009 through June 30, 2011, as amended by that certain Amendment to Professional Services Agreement dated, March __, 2011, (as amended, the “PSA”), a true and correct copy of which (including all exhibits and amendments thereto) is attached hereto as Exhibit A and is hereby incorporated herein; and

WHEREAS, Assignor has agreed to assign its interest in the PSA to Assignee, and Assignee has agreed to assume Assignor’s obligations, responsibilities and liabilities under the PSA as provided herein and subject to the terms and conditions hereof.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Assignment. As of the Effective Date, Assignor hereby sells, assigns, grants, transfers, conveys and delivers to Assignee all of Assignor’s right, title and interest in, to and under the PSA.

2. Assumption. As of the Effective Date, Assignee hereby (i) accepts and assumes all of Assignor’s right, title and interest in, to and under the PSA, and (ii) assumes, accepts and agrees to pay, perform and discharge all the covenants, conditions, obligations and liabilities of Assignor under the PSA, provided that Assignee shall be liable therefore only to the extent the same accrue or otherwise arise on or after the Effective Date.

3. Assignor’s Indemnification of Assignee. Assignor shall protect, defend, indemnify and hold Assignee harmless from and against any and all claims, demands, losses, damages, expenses and costs arising in connection with the PSA for matters which accrued or occurred under the PSA prior to the Effective Date.

4. Assignee’s Indemnification of Assignor. Assignee shall protect, defend, indemnify and hold Assignor harmless from and against any and all claims, demands, losses, damages, expenses and costs arising in connection with the PSA relating to matters which accrue or occur under the PSA on or after the Effective Date.

5. Consent of County. The County hereby joins in this Agreement for the purpose of consenting to the Assignment by Assignor to Assignee as required under Paragraph 5.4 of the PSA. County confirms that the PSA is in full force and effect and that the Assignor is not currently in default under the PSA.

6. Payment Direction. From and after the Effective Date, County will direct all payment under the PSA to Assignee at:

Palo Alto Medical Foundation

(a) This Agreement shall bind, and shall inure to the benefit of, the successors and assigns of the Parties hereto.

(b) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement.

(c) This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than the State of California.

(d) Any modification or waiver of any provision of this Agreement, including a modification or waiver of this provision, must be in writing signed by the party or parties against which enforcement of the modification or waiver is sought.

(e) At any time and from time to time after the Effective Date, at Assignee’s request, Assignors shall execute and deliver to Assignee such other instruments of transfer, conveyance, assignment and confirmation and perform such additional acts as my be reasonably necessary to carry out the purpose and intent of this Assignment.

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EXHIBIT A

[COPY OF PROFESSIONAL SERVICES AGREEMENT, AS AMENDED]