FIRST AMENDMENT AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND
MACIAS, GINI AND COMPANY LLP

THIS FIRST AMENDMENT, entered into this 6 day of April, 2004, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and Macias, Gini and Company LLP, hereinafter called "Contractor";

W I T N E S S E T H:

WHEREAS, on March 11, 2003, the parties hereto entered into agreement (hereinafter referred to as the "Original Agreement") for auditing financial statements and other specified audit work for fiscal year ending 2003, 2004 and 2005; 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:

1.

Section 4, Compensation of Auditors, of the Original Agreement is hereby amended to read as follows:

Auditors agree to perform the services required of them to be performed under this Agreement for an all-inclusive maximum amount not to exceed $333,410* for the audit for the year ending June 30, 2003, $308,829 for the audit for the year ending June 30, 2004, and $323,756 for the audit for the year ending June 30, 2005. If there is a substantial change in the County's audit specification outlined in Exhibit A, Auditor shall provide notice thereof and discussions will be held as to what amount will be paid if this Agreement is not terminated.

* Reflects one-time adjustments for San Mateo Medical Center audit ($25,000) and two additional major programs as part of the Single Audit ($15,000) for fiscal year ending 2003.

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

COUNTY OF SAN MATEO

ATTEST:

By:

President, Board of Supervisors, San Mateo County

By:

Clerk of Said Board

Date:

MACIAS, GINI AND COMPANY LLP

Contractor's Signature

Date: