UNITED STATES OF AMERICA,                       Plaintiff,                   v. FEDERATION OF CERTIFIED SURGEONS AND SPECIALISTS, INC.,    and PERSHING, YOAKLEY & ASSOCIATES, P.C.,                   Defendant.

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Case No. 99-167-CIV-T-17F

It is stipulated by and between the undersigned parties, by their respective attorneys, that:

1. The Court has jurisdiction over the subject matter of this action and over each of the undersigned parties hereto, and venue of this action is proper in the Middle District of Florida;

2. The undersigned parties consent that a Final Judgment in the form hereto attached may be filed and entered by the Court, upon the motion of either party, or upon the Court's own motion, at any time after compliance with the requirements of the Antitrust Procedures and Penalties Act, 15 U.S.C. §16, and without further notice to either party or other proceedings, provided that plaintiff has not withdrawn its consent, which it may do at any time before the entry of the proposed Final Judgment by serving notice thereof on defendant and by filing that notice with the Court;

3. Federation of Certified Surgeons and Specialists, Inc. ("FCSSI") agrees to be bound by the provisions of this proposed Final Judgment pending its approval by the Court. Within ten days from the execution of this Stipulation, defendant FCSSI agrees to provide to all FCSSI physicians, as that term is defined in the proposed Final Judgment, copies of the proposed Final Judgment; and

4. If plaintiff withdraws its consent, or if the proposed Final Judgment is not entered pursuant to the terms of this Stipulation, this Stipulation shall be of no effect whatsoever, and the making of this Stipulation shall be without prejudice to any party in this or in any other proceeding.

Dated: January 21, 1999

FOR PLAINTIFF
UNITED STATES OF AMERICA:

_______________/S/________________ Joel I. Klein Assistant Attorney General _______________/S/________________ Donna Patterson Deputy Assistant Attorney General _______________/S/________________ Rebecca P. Dick Director of Civil Non-Merger Enforcement _______________/S/________________ Gail Kursh, Chief Health Care Task Force _______________/S/________________ David C. Jordan, Ass't Chief Health Care Task

_______________/S/________________ Denise E. Biehn Steven Kramer Edward D. Elisaberg, Jr. Attorneys U.S. Dept. of Justice 325 7th Street, N.W. Room 400, Liberty Place Bldg. Washington, D.C. 20530 (202) 305-2738 FOR DEFENDANT FEDERATION OF CERTIFIED SURGEONS AND SPECIALISTS, INC.: _______________/S/________________ David A. Ettinger, Esquire Honigman, Miller, Schwartz and Cohen 2290 First National Building Force Detroit, MI 48226 Emil Marquardt, Jr., Esquire MacFarlane Ferguson & McMullen, P.A. 625 Court Street Clearwater, FL 33757