AMENDMENT TO THE AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND CURELINE BIOPATHOLOGY, LLC

THIS AGREEMENT, entered into this ______ day of _______________, 2008, by and between the COUNTY OF SAN MATEO (hereinafter called "County") and CURELINE BIOPATHOLOGY, LLC (hereinafter called "Contractor"),

W I T N E S S E T H:

WHEREAS, on November 6, 2007, the County entered into an agreement with Biopathology Sciences Medical Corporation, Inc. (hereinafter referred to as the "Agreement") for the furnishing of anatomic slide preparation and all histology services for surgical and biopsy procedures performed at San Mateo Medical Center (SMMC) and affiliated clinics; and

WHEREAS, on December 27, 2007, Contractor informed SMMC that it had assumed all of the obligations, liabilities and responsibilities of Biopathology Sciences Medical Corporation, Inc. related to human tissue processing; and

WHEREAS, the Agreement was assigned to Cureline Biopathology, LLC on April 6, 2008 pursuant to Board Resolution #069352, and it is now the mutual desire and intent of the parties hereto to amend Agreement to extend its term to December 31, 2008;

NOW, THEREFORE, IT IS HEREBY AGREED between the parties that the Agreement is amended as follows:

1.

Section 3 of the Agreement is hereby amended in it’s entirety to read as follows:

Payments
In consideration of the services provided by Contractor in accordance with all terms, conditions and specifications set forth 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 the quality of the work performed is unacceptable. In no event shall the County’s total fiscal obligation under this Agreement exceed ONE HUNDRED NINETY FIVE THOUSAND FIVE HUNDRED DOLLARS, ($195,500).

2.

Section 4 of the Agreement is hereby amended in it’s entirety to read as follows:

Terms and Termination
Subject to compliance with all terms and conditions, the term of this Agreement shall be from August 1, 2007 through December 31, 2008.

This Agreement may be terminated by Contractor, San Mateo Medical Center’s Chief Executive Officer or his 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 this agreement.

3.

Exhibit B of the Agreement is revised in its entirety and attached hereto

4.

All other terms of the agreement remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have affixed their hand on the day and year first above written.

SAN MATEO MEDICAL CENTER

CURELINE BIOPATHOLOGY, LLC

By:

By:

Sang-ick Chang, MD, CEO
San Mateo Medical Center

Date:

Date: