UNITED STATES OF AMERICA,                  Plaintiff,                   v. FEDERATION OF PHYSICIANS AND   DENTISTS, INC.,                  Defendant.

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CA 98-475 JJF

CERTIFICATE OF COMPLIANCE WITH PROVISIONS
OF THE ANTITRUST PROCEDURES AND PENALTIES ACT

Plaintiff, United States of America, by the undersigned attorneys, hereby certifies that, in compliance with the Antitrust Procedures and Penalties Act (the "Act"), 15 U.S.C. § 16 (b)-(h), the following procedures had been followed before entry of the Final Judgment herein:

1. The parties' settlement Stipulation (D.I. 226), the proposed Final Judgment (D.I. 228, and the Competitive Impact Statement (D.I. 227) were filed with the Court on October 22, 2001;

2. In the Stipulation (D.I. 226), plaintiff and defendant agreed that the proposed Final Judgment (D.I. 228) may be entered by the Court, upon the motion of either party or upon the Court's own action, at any time after the parties' compliance with the requirements of the Act, and without further notice to any party or other proceedings;

3. The Stipulation, proposed Final Judgment, and Competitive Impact Statement were published in the Federal Register on November 20, 2001, at 66 Fed. Reg. 58163-69 (2001) (copy attached as Exhibit A);

4. A summary of terms of the proposed Final Judgment and the Competitive Impact Statement were published in: (a) the Washington Post, a newspaper of general circulation in the District of Columbia, beginning on October 25, 2001, and continuing through October 31, 2001; and (b) the The News Journal, a newspaper of general circulation in Delaware, beginning on November 15, 2001, and continuing through November 21, 2001 (copies attached as Exhibit B);

5. Copies of the Stipulation, proposed Final Judgment, and Competitive Impact Statement were furnished to all persons requesting them from plaintiff;

6. On October 30, 2001, defendant filed (D.I. 229), as required by 15 U.S.C. § 16(g), a certification and description of all written or oral communications, except by counsel of record alone, by or on behalf of defendant with any officer or employee of the United States concerning or relevant to the consent judgment proposal (copy attached as Exhibit C);

7. During the sixty-day comment period prescribed by 15 U.S.C. § 16(b) for the receipt and consideration of written comments, commencing on November 21, 2001, and ending on January 22, 2002, the United States received one comment;

8. After evaluating the comment submitted in this proceeding, plaintiff filed its response with the Court on January 31, 2002, (D.I. 232) and also published its response in the Federal Register on February 13, 2002, 67 Fed. Reg. 6745 (2002) (copy attached as Exhibit D); Accordingly, all requirements of the Act conditioning entry of the proposed Final Judgment have been satisfied since February 13, 2002.

Dated: March 1, 2002