CONSULTING& REPRESENTATION AGREEMENT

Exhibit 10.1

CONSULTING & REPRESENTATION AGREEMENT

THIS AGREEMENT (the "Agreement") entered into as of January 15, 2015 between Flacane Advisors, Inc., a sole proprietor S-Corp with Gary Augusta (“Consultant”) as its sole proprietor Consultant with a contact address at PO Box 451, Crystal Beach, FL 34681 and Apollo Medical Holdings, Inc. (“Company”), with legal offices at 700 Brand Blvd., Suite 220, Glendale, CA 91203.

W I T N E S S E T H :

WHEREAS, the Consultant possess expertise in the areas of executive management, operations, sales and marketing, financial management, private equity and private placement, mergers and acquisitions, corporate and business development, business advisory, and due diligence review and desire to make available Consultant’s expertise for the benefit of Company by providing services in such area of expertise;

WHEREAS, Company desires to utilize such services during the term of this Agreement;

NOW, THEREFORE, in view of the foregoing premises, which are hereby incorporated as part of this Agreement, and consideration of the mutual covenants herein contained, the parties hereto agree as follows:

Subject to written waivers that may be provided by the Company upon request, which shall not be unreasonably withheld, the Consultant agrees that during the Term of this Agreement he will not directly or indirectly (i) provide any services in the Field of Interest to any other business or commercial entity which directly competes with the Company, and (ii) participate in the formation of any business or commercial entity which directly competes with the Company.

The Consultant acknowledge that, during the course of performing services hereunder, the Company will be disclosing information to the Consultant relating to inventions, data, projects, products, potential customers, personnel, business plans, and finances, as well as other commercially valuable information (collectively “Confidential Information”). The Consultant acknowledge that the Company’s business is extremely competitive; dependent in part upon the maintenance of secrecy, and that any disclosure of the Confidential Information would result in serious harm to the Company. The Consultant agree that the Confidential Information will be used by the Consultant only in connection with consulting activities hereunder, and will not be used in any way that is detrimental to the Company or in violation of any law. The Consultant agree not to disclose, directly or indirectly, the Confidential Information to any third person or entity, other than representatives or agents of the Company. The Consultant will treat all such information as confidential and proprietary property of the Company. The term “Confidential Information” does not include information that (i) is or becomes generally available to the public other than by disclosure in violation of this Agreement, (ii) was within the Consultant’s possession prior to being furnished such information, or (iii) becomes available to the Consultant from a third party on a non-confidential basis. The Consultant may disclose any Confidential Information that is required to be disclosed by law, government regulation or court order. If disclosure is required, the Consultant will give the Company advance notice so that the Company may seek a protective order or take other action reasonable in light of the circumstances.

This agreement shall be governed by the laws of the state of California without regard to its conflict of laws principles.

IN WITNESS WHEREOF, the Company and Consultant have executed this Agreement as of the date first above written.