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

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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Act, 15 U.S.C. §16, and without further notice to either party or other proceedings, provided that plaintiff has not withdrawn its consent, which it may do at any time before the entry of the proposed Final Judgment by serving notice thereof on defendant and by filing that notice with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; and

3. Pershing, Yoakley & Associates, P.C., ("PYA") agrees to be bound by the provisions of this proposed Final Judgment pending its approval by the Court. Within ten days from the execution for this Stipulation, defendant PYA agrees to provide to all of its shareholders, its agents, representatives, employees, officers, and directors (in such capacities only) who provides, or supervises the provision of, services to competing physicians with offices in Hillsborough, Pinellas or Pasco County, Florida, 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 the Stipulation, this Stipulation shall be of no effect whatsoever, and the making of this Stipulation shall be without prejudice to either 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 Deputy Director of Civil Non-Merger Enforcement _______________/S/________________ Gail Kursh, Chief Health Care Task Force _______________/S/________________ David C. Jordan, Ass't. Chief Health Care Task Force

_______________/S/________________ Denise E. Biehn Steven Kramer Edward D. Eliasberg 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 PERSHING, YOAKLEY & ASSOCIATES, P.C.: _______________/S/________________ John J. Miles E. John Steren Ober, Kaler, Grimes & Shriver 1401 H Street, N.W., 5th Floor Washington, D.C. 20005-2110