AMENDMENT NUMBER 1 TO THE AGREEMENT

THIS AGREEMENT, entered into on the 11th day of March 2003 by and between the INFORMATION SERVICES DEPARTMENT OF THE COUNTY OF SAN MATEO, hereinafter called "County" and Baxter Healthcare Corporation, hereinafter called "Contractor",

WITNESSETH:

WHEREAS, on July 13, 1998, the County and Autros Hospital Systems Inc. entered into agreement (hereinafter referred to as the "Original Agreement"), to provide software for patient registration, billing, and medical information that will integrate information that was previously maintained in separate systems;

WHEREAS, the Original Agreement was assigned to the Contractor; and

WHEREAS, it is now the mutual desire and intent of the parties hereto to amend and modify the Original Agreement.

NOW THEREFORE, IT IS HEREBY AGREED between the parties that the Original Agreement is amended and modified as follows:

4. Price/Payment Terms

(j) County shall pay the amount set out in Schedule "A", in addition to any other amounts payable under the Original Agreement, payments on account of which are due in full thirty days from the date of receipt of any invoice. In no event will the aggregate amount of such payments exceed the $550,000.

5. Term/Termination

The contract term shall be extended to December 31, 2003, and not extended further without the consent of the parties hereto.

NOW THEREFORE, IT IS HEREBY AGREED between the parties that the following Schedule "A" is added to the Original Agreement:

Schedule "A"

Description of Services

Contractor will provide implementation for the pharmacy upgrade to V3.5 for a flat rate of $50,000 plus travel and related expenses. The Baxter implementation team members will include the following members:

Leo Schillaci - Project Manager

Desmond Vandenberg - IT Specialist

Mona Nguyen - Pharmacy Consultant

Vince Amores - Pharmacy Application Specialist

Michele Kland - Nursing Consultant

Kathleen George - Nursing Application Specialist

Implementation Project Plan:

High Level Task Summary

Resources

Total Cost

Project Management (non billable)

PM

Technical Site Visit

· Server Configuration & training

· Upgrade of Software

Technical Specialist

Interface Upgrade & Testing

· ADT & billing upgrade & testing

· Lab deployment & testing

Interface Specialist

AUTROS Pharmacy Assessment & Consultation

· Assessment & Documentation

· Consultation & Documentation

Pharmacy Consultant

&

Application Specialist

$50,000.00

Super User Training, etc.

Pharmacy Consultant

&

Application Specialist

File Building

Pharmacy Consultant

&

Application Specialist

Pharmacy Training

Application Specialists

Go-Live Support

Application Specialists

NOW THEREFORE, IT IS HEREBY AGREED between the parties that :

This amendment and modification is hereby incorporated and made part of the Original

Agreement and subject to all provisions therein. In the event of a conflict between the terms,

conditions, or specifications set forth herein and those in the Original Agreement and Schedule

"A" attached hereto, the terms, conditions, or specifications set forth herein shall

prevail. All other prices, terms and conditions of the Original Agreement remain unchanged.

IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have affixed their hands.

COUNTY OF SAN MATEO

By:

Rose Jacobs Gibson

President, Board of Supervisors, San Mateo County

Date:

ATTEST:

By:

Clerk of Said Board

Baxter Corporation (Contractor)

Contractor's Signature

Date: