AMENDMENT TO THE AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND
PER DIEM STAFFING SYSTEMS, INC.

THIS AGREEMENT, entered into this ___ day of __________________, 2004, by and between the COUNTY OF SAN MATEO (hereinafter called "County") and PER DIEM STAFFING SYSTEMS, INC. (hereinafter called "Contractor"),

W I T N E S S E T H:

WHEREAS, on May 12, 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; subsequently amended on January 1, 2004; 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 payments to Contractor in the manner specified herein and in Exhibit A. In the event that County makes any advance payments, Contractor agrees to refund any amounts in excess of the amount owed by County at the time of contract termination. County reserves the right to withhold payment if 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 TWENTY-FIVE THOUSAND DOLLARS ($125,000)."

2.

Paragraph D, in Part II, Amount and Method of Payment, in Exhibit A of the original agreement is hereby amended to read as follows:

"D.

The term of this agreement is April 1, 2003 through March 31, 2004. Payment for services provided under this agreement shall not exceed ONE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($125,000).

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 May 12, 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

PER DIEM STAFFING SYSTEMS, INC.

By:

By:

Mark Church, President,

Board of Supervisors
San Mateo County

Date:

Date:

ATTEST:

By:

Clerk of Said Board

Date: