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EXHIBIT 10.117




                               CONTRACT AMENDMENT


This Contract Amendment effective this 1st day of August, 1999 ("Effective
Date") is entered into by and between OptimumCare Corporation ("Manager") and
Huntington Intercommunity Hospital d/b/a Humana Hospital Huntington Beach
("Original Hospital"), as assigned to Huntington Intercommunity Hospital d/b/a
Huntington Beach Hospital ("Hospital") (collectively "Parties"). As of the date
of said assignment, Hospital assumed capacity as named party to the Original
Agreement, as defined below. To memorialize the same, as of the Effective Date
hereof, the Parties hereby amend the Inpatient Hospital Agreement by and between
the Parties as defined therein ("Original Agreement") for the purpose of
memorializing the assigned party as named party thereto, and for amending the
rate structure thereunder. As a result of this Amendment, as of the Effective
Date set forth above, the Original Agreement shall be amended as follows:

        I.     The Preliminary Paragraph of the Original Agreement shall be
               deleted and replaced with the following:


               THIS Agreement is entered into as of this 5th day of November,
1991 by and between Huntington Intercommunity Hospital d/b/a Huntington Beach
Hospital ("Hospital") and OptimumCare Corporation, a Delaware Corporation
("Manager").

        II.    Article 4 of the Original Agreement shall be deleted and replaced
               with the following:


          (a)  Hospital shall pay Manager a monthly fee for professional and
               administrative services rendered hereunder in the amount of One
               Hundred and Forty Five Thousand Dollars ($145,000.00) ("Monthly
               Fee"). Said Monthly fee shall include any and all services
               rendered by or through Manager, including but not limited to any
               and all costs associated with Medical Directors.

          (b)  On or before the tenth (10th) day of each month, Manager shall
               submit to Hospital an invoice for services rendered the month
               prior. Said invoice shall deduct the amount of One Hundred and
               Thirty Dollars ($130.00) per inpatient day for all clinical
               appealed and denied admissions on continued stay days.

          (c)  Hospital shall render Monthly Fees to Manager within Ten (10)
               days of its receipt of a completed and accurate invoice.


Except as otherwise set forth above, all other terms and conditions of the
Original Agreement shall remain unchanged.




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This Amendment is agreed to and entered into by the Parties, as evidenced by
signatures below.




Manager                                    Hospital


By: /s/ ED JOHNSON                         By: /s/ CAROL FREEMAN
    ---------------------------------          ---------------------------------
        Ed Johnson                                  Carol Freeman

Its:    Chairman and CEO                   Its:     Chief Executive Officer
     --------------------------------           --------------------------------

Date:   8/6/99                             Date:    8-5-99
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