AMENDMENT TO THE AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND UNILAB CORPORATION,

NOW A PART OF QUEST DIAGNOSTICS, INC.

THIS AGREEMENT, entered into this ______ day of _______________, 2005, by and between the COUNTY OF SAN MATEO (hereinafter called "County") and

QUEST DIAGNOSTICS, NICHOLS INSTITUTE (hereinafter called "Contractor"),

W I T N E S S E T H:

WHEREAS, on August 5, 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.

All references to Unilab Corporation, now a part of Quest Diagnostics, Inc. are amended to read “Quest Diagnostics, “Nichols Institute”.

2.

Paragraph A, Maximum Amount , in Section 2, Payments, 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 ONE MILLION FIVE HUNDRED NINETY THOUSAND SIX HUNDRED EIGHTY-EIGHT ($1,590,688) for the contract term.”

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 August 5, 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

QUEST DIAGNOSTICS,

NICHOLS INSTITUTE

By:

By:

Richard S. Gordon, President

Board of Supervisors
San Mateo County

Date:

Date:

ATTEST:

By:

Clerk of Said Board

Date: