AMENDMENT NUMBER 3 TO THE AGREEMENT

THIS AGREEMENT is entered into on the _14__ day of December, 2004 by and between the INFORMATION SERVICES DEPARTMENT OF THE COUNTY OF SAN MATEO, hereinafter called “County” and Baxter Corporation, hereinafter called “Contractor”.

WITNESSETH:

WHEREAS, on July 13,1999, 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 integrates information that was previously maintained in separate systems;

WHEREAS, the Original Assignment was assigned to the Baxter Corporation;

WHEREAS, the Original Agreement was amended as approved by your Board on resolution 065868 dated March 11, 2003 (“Amendment No. 1”); and

WHEREAS, the Original Agreement was amended as approved by your Board on resolution 066405 dated December 16, 2003 (“Amendment No. 2”); and

WHEREAS, it is now the mutual desire and intent of the parties hereto to further 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. Subsection (j) of Section 4, Price/Payment Terms, is hereby amended to read as follows:

(j) In no event shall the County’s total fiscal obligations under this Amendment exceed $596,277.

2. Section 5 Term/Termination is hereby amended to read as follows:

The contract term shall be extended to January 1, 2006, and not extended further without the consent of the parties hereto.

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. All other prices, terms and conditions of the Original Agreement, other than those modified by Amendment No. 1, Amendment No. 2 and this amendment, remain unchanged.

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

COUNTY OF SAN MATEO

By:

Mark Church, President,

Board of Supervisors, San Mateo County

Date:

ATTEST:

By:

Clerk of Said Board

Baxter Corporation (Contractor)

Contractor’s Signature

Date: