Amendmnt 1 to Services Agreement




 Exhibit 10.18 
 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE REDACTED TERMS HAVE
BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH TWO ASTERISKS [**]. 
 Amendment No. 1 to Services Agreement 
 Reference is made to that certain Services Agreement, dated as of July 24, 2000, between Tenet HealthSystem Medical, Inc., for itself and its
affiliates, and Innovative Managed Care Systems, Inc. (the “Agreement”). The parries to the Agreement wish to amend certain terms and provisions as described in this Amendment No. 1 to the Agreement (“Amendment No. 1”).
Unless otherwise specified in this Amendment No. 1, all other terms and provisions shall remain in full force and effect and unchanged. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement.

 The parties hereto hereby agree to amend the Agreement, effective as of the date hereof, solely as follows: 
  

	 	1.	Sections 4.1 and 4.4 are hereby revised, in each case, solely to change the stated notice period 

 from one hundred eighty (180) days to three hundred sixty 360 days. 
  

	 	2.	A new Section 7.7 is added to the Agreement as follows: 

  

	 	7.7	The fees payable under the terms of this Agreement shall be subject to annual increases, provided that IMaCs provides Tenet with written notice of any such increase at least 90 days
prior to the expiration of each one-year period. Annual increases shall in no event exceed the lesser of: (i) a percentage increase equal to the percentage increase in the Consumer Price Index for Urban Consumers, All Cities Average, For all
Items (1998=100), as published by the Bureau of Labor Statistics of the United States Department of Labor during the most recent twelve-month period for which such figures are available; or (ii) four percent (4%). 

  

	 	3.	Schedule C to the Agreement is hereby replaced in its entirety with the Schedule C attached hereto as Exhibit A. 

 Except as otherwise provided herein, all provisions of the Agreement remain unchanged and in full force and effect. 
 IN WITNESS WHEREOF, the parries have caused this Amendment No. 1 to be executed by their authorized representatives as of
July 18, 2003. 
  

									
	Tenet HealthSystem Medical, Inc.	 		 	Innovative Managed Care Systems, Inc.
					
	By:	 	/s/ Donna L. Nichols	 		 	By:	 	/s/ Gary Cohen
	Name:	 	Donna Nichols	 		 	Name:	 	Gary Cohen
	Title:	 	VP, ISD	 		 	Title:	 	COO
	Date:	 	7/18/03	 		 	Date:	 	7/18/03









 SCHEDULE C 
 FEE SCHEDULE 
 Base Fees: 
 Pricing 

 

			
	 Monthly Service Fees:1,2 Per Hospital
(months 1-6 of implementation)
	  	$[**] per month
	 Per Hospital (months 7 and beyond)
	  	$[**] per month
		
	 Contract Loading Fees (new contracts and updates):3
	  	
	 IMaCS performs all functions
	  	$[**] per rate schedule
	 Tenet personnel do analysis and build terms document
	  	$[**] per rate schedule
	 Contract deferred/cancelled by Tenet prior to start of loading
	  	$[**] per rate schedule
	 Contract deferred/cancelled by Tenet after the start of loading
	  	$[**] per rate schedule
		
	 Programming and Development5
	  	$[**] per hour
	 Contract Negotiation Support
	  	$[**] per hour

 Monthly Billing (first of month): 
 Associated hospital processing fees for current month 
 Contract
loading fees for prior month3 
 Contract loading fees associated with deferred/cancelled contracts in prior month3 
 Associated hourly fees for Programming and Contract Negotiation Support 
  

	 1
	 The Monthly Service Fee covers all normal work done in connection with this agreement as currently performed by IMaCS.
For billing purposes, a Central Business Office (CBO) does not count as a Hospital. In the event Tenet desires additional services under this agreement, Tenet will submit a Development/Service Request. The parties shall renegotiate in good faith the
Monthly Service Fee should the additional service increase the normal workload for IMaCS on an ongoing basis. IMaCS will make best efforts to satisfy the needs of the Tenet hospital clients. Facility requests outside the scope of normal processing
should be submitted through a Development/Service Request. 


  

	 2
	 When processing only Medicare claims for a facility, IMaCS will bill the lower monthly rate set forth above (and
identified as for hospitals where implementation occurred 7 months and beyond) until such time as the facility actually begins Managed Care implementation. At that time, the facility will be billed at the higher rate (relating to the first 6 months
of implementation) reverting to the lower rate after six months. 


  

	 3
	 Hospitals that start implementation after the 16th of the month will not be billed a monthly fee during the initial month. Hospitals that begin implementation prior to the 16th of the month will be charged a full monthly fee. Implementation start date is defined as the date the initial set of executed contract documents are received. 


  

	 4
	 Contract loading fees will be invoiced whenever: (1) the loading process reaches the Ready for Production (as
defined below) phase or 45 calendar days after the loading process reaches the Client Audit (as defined below) phase, whichever event occurs sooner; or (2) Tenet instructs IMaCS to abandon the loading process for a rate schedule. During the
transition period when moving from hourly to flat rates: (1) Tenet will not be credited with previously paid hourly charges for rate schedules which have not reached the Client Audit stage; (2) IMaCS will not receive additional hourly
payments for rate schedules that have progressed beyond the Client Audit stage as of the billing conversion date. For purposes of this Amendment No. 1, (i) Ready for Production” shall mean that the terms for the specific rate schedule
have been loaded into the Software and Tenet has reviewed and approved the adjudication results; and (ii) “Client Audit” shall mean that the terms for the specific rate schedule have been loaded into the Software, IMaCs has tested
adjudication results, and it is ready for Tenet review. 


  

	 5
	 Time spent by IMaCS development personnel interfacing to the Data Exchange Server, Digital Claims, or any Tenet
corporate system is not included in the base service and is billed at the hourly rate for Programming and Development. 


 [**] CERTAIN
INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.