Exhibit “A”

In consideration of the payments set forth in Exhibit “B”, Contractor shall provide the following services:

1. Provide specialized consulting and mentoring support to the Director of Payor and Provider Contracting (DPP) at San Mateo Medical Center.

2. Consult and coach the DPP on the nuances of physician, health plan and other professional services contracting.

3. Provide relevant information as to how the contracts should be structured, what terms and conditions should be included.

4. Provide up-to-date financial information for each area to ensure the County is competing effectively in the marketplace.

5. Serve as department manager at the request of the Chief Financial Officer (CFO) if for any reason that becomes necessary.

6. Work with DPP to prioritize contracts by due dates, financial impact or administrative directive.

7. Work closely with DPP through negotiation processes or if requested, assume role of chief negotiator.

8. Guide contracts through the San Mateo County contract process.

9. If requested, oversee compliance with the contracted entity to ensure that there is adherence with the terms of the contract.

10. If requested, set up a procedure of checks and balances.

Exhibit “B”

In consideration of the services provided by Contractor in Exhibit “A”, County shall pay Contractor based on the following fee schedule:

Professional fees will be based on the actual time spent providing the services described in Exhibit “A”, times the hourly rate as follows:

Principal - $275.00 per hour

Manager - $200.00 per hour

Senior Consultant - $175.00 per hour

Consultant - $150.00 per hour

Administrative Support - $85.00 per hour

Out of pocket expenses incurred such as travel, lodging and meals will be billed in addition to the professional fees. Mileage will be billed at the rate of $0.485 per mile.

The term of this agreement is August 1, 2007 to April 1, 2008. Total payments for services performed and expenses incurred under this agreement will not exceed TWO HUNDRED THOUSAND DOLLARS ($200,000). Invoices will be approved by the Chief Financial Officer and paid within 30 days of receipt of invoice.