SECOND AMENDMENT TO AGREEMENT

BETWEEN THE COUNTY OF SAN MATEO AND
CALIFORNIA EMERGENCY PHYSICIANS MEDICAL GROUP

THIS SECOND AMENDMENT TO THE AGREEMENT, entered into this _____ day of _______________, 20_____, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and CALIFORNIA EMERGENCY PHYSICIANS MEDICAL GROUP, 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 the provision of professional Emergency Department services on July 22, 2008 for a maximum fiscal obligation of $7,530,110 and a term of July 1, 2008 through June 30, 2010; and

WHEREAS, the parties amended the Agreement to increase the total amount payable thereunder by $25,000, for a maximum fiscal obligation of $7,555,110; and

WHEREAS, the parties wish to further amend the Agreement to increase the amount by $164,250, for a maximum fiscal obligation of $7,719,360.

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

1.

Exhibit B is replaced in its entirety and attached hereto.

2.

All other terms and conditions of the Agreement dated July 22, 2008, between the County and Contractor shall remain in full force and effect.