0001144204-08-009378 Sample Contracts

AGREEMENT OF JOINT FILING
Joint Filing Agreement • February 14th, 2008 • Wynnefield Partners Small Cap Value Lp • Services-offices & clinics of doctors of medicine

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13G and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of shares of common stock, $0.01 par value per share, of Prospect Medical Holdings, Inc., a Delaware corporation. The undersigned hereby further agree that this statement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.

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