EXHIBIT A

SERVICES

In consideration of the payments specified in “EXHIBIT B” Contractor shall perform such services described below under the general direction of the Chief of the Department of Medicine.

A.

SAN MATEO MEDICAL CENTER

1.

Director of Research

a.

Develop and lead administrative infrastructure in order to establish a productive unit for important and original research consistent with the mission of the health department and medical center.

b.

Work with key stakeholders across County Departments to attain consensus in public health research goals and clinical trials relevant to patient populations served by County facilities.

c.

Attend meetings, where relevant, to address related issues with administration and medical staff e.g., ethics, intellectual propriety, IRB, and interoperability of ISD across County Departments.

d.

Network with local, state, federal and international institutions to promote research interest of County medical facilities.

e.

Assist in organization of systems for clinical care guideline development, data collection, quality indicators, and outcome measurement.

f.

Assist in the development and implementation of a Center for Hepatitis Research.

g.

Direct Center for AIDS research based on availability of funding.

h.

Work with County to determine the feasibility, structure, and implementation of a research institute.

2.

Chief of Section ID/AIDS Medicine

a.

Develop an administrative infrastructure in order to establish and maintain a section in ID and HIV medicine which includes elements of high quality care, education, post doctoral training, and research.

b.

Work with the medical staff and other infectious disease professionals to support ID/AIDS services in County medical facilities beyond roles of direct patient care, including but not limited to antibiotic and infection control through research, in-service presentations, and special education programs.

c.

Contractor shall be responsible for monitoring the care of all AIDS patients admitted for inpatient care including, but not limited to, those admitted through the San Mateo County AIDS Program. Contractor will defer admission and discharge of all patients requiring hospitalization to the hospital staff.

d.

Direct the primary HIV care delivered in the County system through continuous development of guidelines and targeted focus on outcomes of clinical progression, adherence to virologic suppression, and antiretroviral treatment of patients followed within the clinic system.

e.

Provide on site clinical supervision for MD trainees and mid level practitioners.

f.

Serve as chair of the Public Health Disease Control and Prevention Section’s Continuous Quality Improvement Committee.

g.

Defer admission and discharge of all patients to the hospital staff.

h.

Develop and supervise HIV/AIDS research proposals and implementation of clinical trials.

i.

Develop and supervise Viral Hepatitis Clinic including care, training and research.

j.

Provide consultation and referral services for jail medical staff in Correctional Health. These services will consist of the provision of HIV/AIDS consultation services either by phone or at the San Mateo Medical Center, or at a case conference in a mutually agreed upon location. These services are intended to help the jail medical staff ensure the medical care provided to these patients is of the highest quality, appropriate to the patient’s medical condition, and based on the most current standards of HIV/AIDS medical practice.

3.

Infectious Disease Medical Services

a.

Provide Infectious Disease services in the Department of Medicine, including inpatient, outpatient, and emergency care.

b.

Participate in such scheduled coverage of service as is mutually arranged and agreed upon by members of the Department of Medicine under the supervision of the Chief of Medicine.

c.

Contractor shall develop schedule for “On Call,” and/or “Emergency Call” status during all other times on Monday through Friday and for twenty-four (24) hours each Saturday, Sunday, or holiday. “On Call” and “Emergency Call” are defined as being available by telephone or pager to the hospital medical staff, nursing supervisor, and administrator on-call as needed. In addition, Contractor must adhere to the guidelines of the San Mateo County Trauma System by being immediately available by phone and must make every reasonable effort to be present at the hospital at the time of the patient’s arrival.

It is expressly understood that Contractor and subcontractors for Infectious Disease services, are subject to these conditions, that all will accept equal scheduling for “On Call” status and that each will be responsible for his/her portion of “On Call” time. All physicians who take call for Medical Specialty must have San Mateo Medical Center privileges.

d.

Contractor shall participate in such teaching and/or training programs as are, or may be, established by the medical staff at San Mateo Medical Center. Each individual’s participation in continuing education is documented and considered at the time of reappointment to the medical staff and/or renewal or revision of individual clinical privileges.

e.

Contractor shall fulfill those requirements for active staff membership set forth in Articles 3 and 4.2 of the San Mateo Medical Center Staff Bylaws, and maintain such active staff status as a condition of the Agreement.

f.

Contractor shall attend regularly and serve without additional compensation on committees responsible for Peer Review activities, Quality Assurance, and Utilization Review as outlined in the Medical Staff Bylaws, Rules and Regulations.

g.

Contractor shall provide Medical Staff administrative support to hospital and nursing in meeting surgical and anesthesia standards as defined by Joint Commission, Title 22, and other applicable standards.

SCHEDULE B

PAYMENTS

In consideration of the services specified in “SCHEDULE A”, County will pay Contractor based on the following:

1.

Director of Research

a.

For the period of April 1, 2005 through June 30, 2005, County shall compensate Contractor THIRTY SEVEN THOUSAND FIVE HUNDRED DOLLARS ($37,500) as reimbursement for professional services for all Federal and State sponsored research studies conducted at County and for which Contractor is principal investigator. Contractor shall be paid in equal monthly installments.

b.

For the period of July 1, 2005 through June 30, 2007, County shall compensate Contractor ONE HUNDRED SIXTY THOUSAND DOLLARS ($160,000) per year as reimbursement for professional services for all Federal and State sponsored research studies conducted at County and for which Contractor is principal investigator. Contractor shall be paid in equal monthly installments.

c.

For the period of July 1, 2007 through March 31, 2008, County shall compensate Contractor ONE HUNDRED TWENTY THOUSAND DOLLARS ($120,000) as reimbursement for professional services for all Federal and State sponsored research studies conducted at County and for which Contractor is principal investigator. Contractor shall be paid in equal monthly installments.

2.

Chief of Section ID/AIDS Medicine

a.

For the period of April 1, 2005 through June 30, 2005, County shall compensate Contractor for duties as outlined in Schedule A, paragraph B, at the rate of TWENTY FIVE THOUSAND DOLLARS ($25,000) paid in equal monthly installments.

b.

For the period of July 1, 2005 through June 30, 2007, County shall compensate Contractor for duties as outlined in Schedule A, paragraph B, at the rate of ONE HUNDRED SIXTY FIVE THOUSAND DOLLARS ($165,000) per year, paid in equal monthly installments.

c.

For the period of July 1, 2007 through March 31, 2008, County shall compensate Contractor for duties as outlined in Schedule A, paragraph B, at the rate of ONE HUNDRED TWENTY THREE THOUSAND SEVEN HUNDRED FIFTY DOLLARS ($123,750) paid in equal monthly installments.

3.

Infectious Disease Medical Services

a.

For the period of April 1, 2005 through June 30, 2005, County shall compensate Contractor for infectious disease medical services in the amount of FORTY THOUSAND DOLLARS ($40,000) paid in equal monthly installments.

b.

For the period of July 1, 2005 through June 30, 2007, County shall compensate Contractor for infectious disease medical services in the amount of THIRTY FIVE THOUSAND DOLLARS ($35,000) per year, paid in equal monthly installments.

c.

For the period July 1, 2007 through March 31, 2008, County shall compensate Contractor for infectious disease medical services in the amount of TWENTY SIX THOUSAND TWO HUNDRED FIFTY DOLLARS ($26,250) paid in equal monthly installments.

The maximum amount of this Agreement shall not exceed ONE MILLION NINETY TWO THOUSAND FIVE HUNDRED DOLLARS ($1,092,500).