THIRD AMENDMENT TO AGREEMENT

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

THIS AMENDMENT TO THE 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, pursuant to Government Code, Section 31000, County may contract with independent contractors for the furnishing of such services to or for County or any Department thereof;

WHEREAS, the parties entered into an Agreement for providing pharmaceutical services and infusion services to patients at Burlingame Long Term Care on September 14, 2004, subsequently amended on March 1, 2005, by Resolution No. 67198 and on May 17, 2005, by Resolution 67323; and

WHEREAS, the parties wish to amend the Agreement to extend the term by two months to August 31, 2005, and to increase the maximum amount by FORTY THOUSAND DOLLARS ($40,000) to a maximum of $240,000.

NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:

1.

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

“3.

Payments

In consideration of the services provided by Contractor in accordance with all terms, conditions and specifications set for the herein and in Exhibit “A”, County shall make payment to Contractor based on the rates and in the manner specified in Exhibit “B”. The County reserves the right to withhold payment if the County determines that the quantity or quality of the work performed in unacceptable. In no even shall the County’s total fiscal obligation under this Agreement exceed TWO HUNDRED FORTY THOUSAND DOLLARS ($240,000)

2.

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

4.

Term and Termination

Subject to compliance with all terms and conditions, the term of this Agreement shall be from April 1, 2004 through August 31, 2005.

This Agreement may be terminated by Contractor, the Chief Executive Officer of San Mateo Medical Center or her designee at any time without a requirement of good cause upon thirty (30) days’ written notice to the other party.

In the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and materials (hereafter referred to as materials) prepared by Contractor under this Agreement shall become the property of the County and shall be promptly delivered to the County. Upon termination, the Contractor may make and retain a copy of such materials. Subject to availability of funding, Contractor shall be entitled to receive payment for work/services provided prior to termination of the Agreement. Such payment shall be that portion of the full payment which is determined by comparing the work/services completed to the work/services required by the Agreement.

3.

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 August 31, 2005. Total payments for services provided under this agreement shall not exceed TWO HUNDRED FORTY THOUSAND DOLLARS ($240,000).

4.

All other terms and conditions of the agreement dated September 14, 2004, between the County and Contractor shall remain in full force and effect.

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

COUNTY OF SAN MATEO

By:

Richard S. Gordon, President

Board of Supervisors, San Mateo County

Date:

ATTEST:

By:

Clerk of Said Board

MEDISAVE PHARMACIES, INC.

DBA KINDRED PHARMACY SERVICES

Contractor’s Signature

Date: