AMENDMENT TO THE AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND
ACHIEVE HEALTHCARE TECHNOLOGIES

THIS AGREEMENT, entered into this ______ day of _______________________, 2003, by and between the COUNTY OF SAN MATEO (hereinafter called "County") and (hereinafter called "Contractor"),

W I T N E S S E T H:

WHEREAS, on March 18, 2003, the parties hereto entered into an agreement (hereinafter referred to as the "Original Agreement") for the furnishing of certain services by Contractor to County as set forth in that Original Agreement; and

WHEREAS, it is now the mutual desire and intent of the parties hereto to amend and clarify that Original Agreement;

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

1.

Paragraph 3, Payments, of the Original Agreement is hereby amended to read as follows:

"3.

Payments

In consideration of the services rendered in accordance with all terms, conditions and specifications set forth herein and in Exhibit "A", County shall make payment to Contractor in the manner specified herein and in Exhibit "A". In the event that the County makes any advance payments, Contractor agrees to refund any amounts in excess of the amount owed by the County at the time of contract termination. The County reserves the right to withhold payment if the County determines that the quantity or quality of the work performed is unacceptable. In no event shall total payment for services under this Agreement exceed ONE HUNDRED FIVE THOUSAND NINE HUNDRED NINETEEN AND SIXTY-FOUR CENTS ($105,919.64)."

2.

Paragraph 7, Hold Harmless, of the Original Agreement is hereby amended to read as follows:

"7

Contractor agrees to indemnify and defend the County, its employees and agents from any and all claims, damages and liability in any way occasioned by or arising out of the negligence of the contractor in the performance of this agreement, including any sanctions, penalties or claims of damages resulting from Contractor's failure to comply with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended."

3.

Paragraph 15, Health Insurance Portability and Accountability Act of 1996 (HIPAA), is hereby added to the original agreement as follows:

"15.

Health Insurance Portability and Accountability Act of 1996 (HIPAA) Contractor shall perform all services in accordance with HIPAA, and the

Federal regulations promulgated thereunder, as amended, and will comply with the Business Associate requirements set forth in Attachment H.

4.

Paragraph C of Part II. Amount and Method of Payment , of Exhibit A, is hereby amended to read as follows:

"C.

The term of this agreement is March 1, 2003 to February 29, 2004. Total

payments for services provided under this agreement, including license fees

and implementation services, travel expenses, and maintenance and

support fees, shall not exceed ONE HUNDRED FIVE THOUSAND NINE

HUNDRED NINETEEN DOLLARS AND SIXTY-FOUR CENTS

($105,919.64). Invoices will be approved by the Deputy Director for Inpatient

and Specialty Services and paid within 30 days of receipt of invoice."

5.

Addendum to Software License & Service Agreement is hereby made a part of the original agreement.

NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES that:

1.

These amendments are hereby incorporated and made a part of the Original Agreement and subject to all provisions therein.

2.

All provisions of the Original Agreement, including all references to audit and fiscal management requirements unless otherwise amended hereinabove, shall be binding on all the parties hereto.

3.

All provisions of the Original Agreement, including all monitoring and evaluation requirements, shall be applicable to all amendments herein.

NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES that the Agreement of March 18, 2003, be amended accordingly.

IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have affixed their hand on the day and year first above written.

COUNTY OF SAN MATEO

ACHIEVE HEALTHCARE TECHNOLOGIES

By:

Rose Jacobs Gibson, President

Board of Supervisors
San Mateo County

Date:

Date:

ATTEST:

By:

Clerk of Said Board

Date: