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                                                                Exhibit 10.30(b)

                              Lifemark Corporation
                             7600 North 16th Street
                                    Suite 150
                             Phoenix, Arizona 85020






                                 August 11, 2000

Michael Kennedy
7600 North 16th Street, Suite 150
Phoenix, Arizona  85020

Dear Michael:

         This letter amends the October 14, 1999 agreement between us pursuant
to which Lifemark Corporation ("Lifemark") agreed to employ you and you have
agreed to serve as a Vice President of Lifemark.

         As of October 14, 2000, Lifemark granted you ten year stock options to
purchase 100,000 shares of Lifemark common stock. You also agreed to exercise
these options at the time of their vesting by delivering to Lifemark a secured
nine-year promissory note in the full amount of your exercise price. 60,000 of
the options granted to you vested immediately and were exercised by you on
October 14, 1999. The remaining 40,000 options granted to you under the 1999
Executive Stock Option and Ownership Plan will vest immediately if the Plan is
approved by the Company's stockholders.

         Lifemark and you agree to amend the October 14, 1999 agreement to
provide that you are entitled, but have no obligation, to exercise the remaining
options immediately upon their vesting.

         Please confirm your agreement with and acceptance of the provisions of
this letter by signing and returning the enclosed copy of this letter where
indicated.


                                          Sincerely,


                                          /s/Rhonda E. Brede
                                          Rhonda Brede,
                                          President



ACCEPTED AND AGREED:


/s/Michael J. Kennedy
Michael Kennedy