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AMENDMENTS OF THIS AGREEMENT



    This Memorandum of Agreement shall be amended by the

adoption -of an amendment at the meeting of the Board         of

Directors  upon  receiving  the  vote  of   two-thirds  of  the

Directors in office and the approval of the Board of Trustees

of the University of Kentucky.



TERM OF AGREEMENT



    This Memorandum of Agreement shall remain in effect until

such time as it may be rescinded by action of the Board of

Trustees of the University of Kentucky.



    IN WITNESS WHEREOF, the parties hereto have executed this

agreement, pursuant to proper authorization of their respective

governing boards.



                                   BOARD OF TRUSTEES OF THE
                                   UNIVERSITY OF KENTUCKY

                                   BY:
                                      President
                                      University of Kentucky


ATTEST:


                                   UNIVERSITY HOSPITAL OF THE
                                   ALBERT B. CHANDLER MEDICAL
                                     CENTER, INC.

                                   BY:


ATTEST:_

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