EXHIBIT 10.61

AMENDMENT NUMBER ONE TO THAT LEASE AGREEMENT BETWEEN GOLD POINTE C, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, AS SUCCESSOR-IN-INTEREST TO LANDHOLD, INC., A CALIFORNIA CORPORATION, AS LANDLORD, AND HEALTH NET, INC, A DELAWARE
CORPORATION, AS TENANT, DATED MARCH 5th, 2001, FOR THE PREMISES LOCATED AT 11971 FOUNDATION PLACE IN RANCHO CORDOVA, CALIFORNIA.

Effective
November 22, 2002, the above described Lease Agreement shall be modified as follows:

The Basic Lease Information  Premises shall be
replaced in its entirety as follows:



|                              |  |                                                                                                                                                     |  |                                           
|----------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------
|Premises:                     |  | The Premises referred to in this Lease consist of approximately 141,151 rentable square feet on the first, second and third floors of the Building.
|                              | 
|Tenants Proportionate Share: |  | 96.77%, based on a Building rentable area of approximately 145,869 square feet.                                                                    
|                              | 
|Lease Commencement Date:      |  | July 8, 2002                                                                                                                                       
|                              | 
|Lease Expiration Date:        |  | January 7, 2013                                                                                                                                    
|                              |  |                                                                                                                                                    
|Base Rent:                    |  | Months:                                                                                                                                             |  | Monthly Base Rent                         
|                              |  | 07/08/02-01/07/03:                                                                                                                                  |  | Free Rent and Building Operating Expenses.
|                              |  | 01/08/03-01/07/05:                                                                                                                                  |  | $258,306.33                               
|                              |  | 01/08/05-01/07/07:                                                                                                                                  |  | $265,363.88                               
|                              |  | 01/08/07-01/07/09:                                                                                                                                  |  | $272,421.43                               
|                              |  | 01/08/09-01/07/11:                                                                                                                                  |  | $279,478.98                               
|                              |  | 01/08/11-01/07/13:                                                                                                                                  |  | $286,536.53                               

All other terms and conditions shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment the day and year written below.



|                                                           |  |                                        
|---------------------------------------------------------- |  | ---------------------------------------
|LANDLORD:                                                 
|                                                          
|GOLD POINTE C, LLC, a California
limited liability Company
|                                                           | 
|By:                                                        |  | /s/ Michael E. Diepenbrock             
|                                                           |  | Michael E. Diepenbrock, Managing
Member



TENANT:





|                                        |  |                
|--------------------------------------- |  | ---------------
|HEALTH NET, INC. A Delaware
Corporation
|                                        | 
|By:                                     |  | /s/ Dennis Bell
|                                        |  | Dennis Bell    
|Its:                                    |  | Vice President