Ex-10.56



 











Healthcare Management Consulting • Project Development • Ventures




February 5, 2004




Mr. John T. Casey

President and CEO

MedCath Corporation

10720 Sikes Place, Suite 300

Charlotte, NC 28277




Re:  Addendum to Engagement Letter dated 10/30/03



Dear John:



You recently requested that SSB provide you with an Addendum letter to our
Engagement Letter dated October 30, 2003. You have asked SSB to furnish
additional services related to several projects that go beyond the scope of the
original Engagement. Specifically, you have asked for our help in the
following areas:





	1.	 	Additional strategic planning activities, including one or more
additional planning sessions; my attendance at the February Board
meeting to help present and defend the recommendations developed over
the past three months by your management team (with our assistance);
and possible assistance in developing slides and other materials for
the Board meeting.
	 
	2.	 	Assistance with organizing and facilitating a retreat of
hand-picked hospital industry leaders and members of MedCath’s senior
management team, to be held this spring in Scottsdale. The purpose of
the retreat is to explain MedCath’s new strategy and get feedback and
input from the attendees.
	 
	3.	 	A joint planning effort involving MedCath and the Arizona Heart
Institute, addressing win/win opportunities for the two organizations;
transition planning for AHI; etc.





Chairman: Jacque J. Sokolov, MD

5685 N. Scottsdale Rd., Ste E-100, Scottsdale, AZ 85250

Tel: 480-707-4521 - JJSPSO@aol.com




	 	 	 	 	 	 	 
	President: Mike Treacy

	 	Managing Consultant: Chris Schaefer
	 	Managing Consultant: Ted Schwab
	 	Sr. Admin Consultant: Martha Valverde
	1287 Tressler Drive

	 	8006 North Bridge Way
	 	16 A - Dudley Avenue
	 	15 Venezia
	Fort Washington, PA 19034

	 	Maumee, Ohio 43537
	 	Venice, California 90291
	 	Newport Coast, CA
	Tel: 215-542-2412

	 	Tel: 419-865-1948
	 	Tel: 310-401-0068
	 	Tel: 562-595-9595 Ext: 8
	miketreacy@att.net

	 	adbeckcons@worldnet.att.net
	 	tjschwab@earthlink.net
	 	hcca@pacbell.net







 









 





Addendum to MedCath Engagement Letter

February 5, 2004

Page 2


The purpose of this Addendum is to address the first two items. The third item
will be addressed in a separate “joint” Engagement Letter addressed to you and
Ted Diethrich, MD.



Addendum Terms




Additional Strategic Planning Activities



For this category of consulting services, we discussed the following
guidelines:





	•	 	For additional planning sessions along the lines of the four
that have already taken place (and that were contemplated by the
original Engagement Letter), our fee arrangement will be the same as
described in that letter—$12,500 per session, which covers
preparation, attendance at the session, and documentation of next
steps, assignments, etc.
	 
	•	 	For other activities, we will charge on a time and materials
basis. For this purpose, we will use hourly consulting rates
consistent with our original Engagement Letter. These hourly rates
range from $95 for analyst support to $350 for Mike Treacy to $495
for me.





Leadership Retreat



For the leadership retreat, we will charge on a time and materials basis.
Hourly rates for people who could potentially be involved in this activity
include $75 for Sue Pearce (administrative assistant), $95 for analyst support,
$350 for Mike Treacy, and $495 for myself.



Once we get a more defined plan for the retreat, including a more precise
indication of the role that you wish SSB to play, and the resources you wish to
draw on from SSB, we can provide you with a budget estimate encompassing all
activities for the retreat.




Other Terms



All other terms are the same as those set forth in the October 30, 2003,
Engagement Letter.




 









 








Addendum to MedCath Engagement Letter

February 5, 2004

Page 3



Closing



If you agree to the terms of this Addendum, please sign both enclosed copies
and return one to me as soon as possible.



On behalf of SSB, let me thank you for this opportunity to continue our work
with MedCath. We have greatly enjoyed the strategic planning project and are
looking forward to the additional activities outlined in this letter.




Sincerely,




SOKOLOV, SOKOLOV, BURGESS









By: Jacque J. Sokolov, MD

Chairman


The undersigned agrees to the engagement of Sokolov, Sokolov, Burgess according
to the terms described in this Engagement Letter.





	 	 	MEDCATH CORPORATION





	 	 	 	 	 	 	 
	By:

	 	/s/ John T. Casey

	 	Date:
	 	4/19/04

	

	 	John T. Casey	 	 	 	 
	

	 	President and CEO