AMENDMENT TO THE AGREEMENT

BETWEEN THE COUNTY OF SAN MATEO AND
MEDISAVE PHARMACIES, INC DBA KINDRED PHARMACY SERVICES

THIS AGREEMENT, entered into this ______ day of _______________, 2005,

by and between the COUNTY OF SAN MATEO (hereinafter called "County") and

MEDISAVE PHARMACIES, INC. DBA KINDRED PHARMACY SERVICES

(hereinafter called "Contractor"),

W I T N E S S E T H:

WHEREAS, on September 14, 2004, 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 March 1, 2005, by Resolution No. 67198; 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.

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

“2.

Payments

A.

Maximum Amount. In full consideration of Contractor's performance of the services described in Schedule A, the amount that County shall be obligated to pay for services rendered under this Agreement shall not exceed

TWO HUNDRED THOUSAND DOLLARS ($200,000) for the contract term.”

5.

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

“12.

Term of the Agreement

Subject to the compliance with the terms and conditions of this Agreement, the term of this Agreement shall be from April 1, 2004 to June 30, 2005. This Agreement may be terminated by

Contractor, Chief Executive Officer of Hospital and Clinics or

her designee at any time upon thirty (30) days’ written notice to the other party.”

6.

Paragraph F in Exhibit B of the Original Agreement is hereby amended to read as follows:

F.

The term of this agreement is April 1, 2004 to March 30, 2005. Total payments for services provided under this agreement shall not exceed TWO HUNDRED THOUSAND DOLLARS ($200,000).

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 September 14, 2004, be amended accordingly.

COUNTY OF SAN MATEO

MEDISAVE PHARMACIES, INC.

DBA KINDRED PHARMACY SERVICES

By:

By:

Richard S. Gordon, President

Board of Supervisors

San Mateo County

Date:

Date:

ATTEST:

By:

Clerk of Said Board

Date: