EXHIBIT 2.1


                               FIRST AMENDMENT TO
                     PARTNERSHIP PURCHASE AND SALE AGREEMENT

     This Amendment, effective as of July 15, 2003 (the "Amendment"), to the
Partnership Purchase and Sale Agreement (the "Agreement"), dated as of May 9,
2003, by and between HBOA Holdings, Inc. (the "Purchaser"), and E-Z Auth.
Management Co., the General Partner of PARIS Health Services, Ltd. (the
"Partnership").

                                   RECITALS:
                                   ---------

     A. All terms not herein defined shall have the meanings set forth in the
Agreement.

     B. The Agreement provides that the Closing shall take place on or before
July 15, 2003, (the "Anticipated Closing Date"), and Section 10.1(b) provides
that the General Partner or the Partnership, respectively, may terminate the
Agreement if the Closing is not consummated by July 15, 2003.

     C. The parties wish to amend the Agreement to extend the Anticipated
Closing Date until October 15, 2003.

     D. The parties have determined that it is in their respective best
interests to modify the Agreement as set forth herein.

     NOW THEREFORE, for the mutual consideration set forth herein, the receipt
and sufficiency of which are acknowledged, the parties hereto intending to be
legally bound agree as follows:

     1. Extension of Anticipated Closing Date.
        --------------------------------------

     Section 9 of the Agreement is hereby amended to provide that the Closing
shall take place on or before October 15, 2003, unless further extended by the
mutual written agreement of the parties hereto.



     Section 10.1 (b) is amended to provide that the Partnership or the General
Partner may terminate the Agreement if the Closing is not consummated by October
15, 2003.

     2. Full Force and Effect.
        ----------------------

     Except as specifically amended hereby, the provisions of the Agreement
shall remain in full force and effect.

     3. Entire Agreement.
        -----------------

     The Amendment, together with the Agreement, as modified hereby, constitutes
the entire agreement between the parties.

     4. Amendment.
        ----------

     This Amendment may not be amended, supplemented or modified in whole or in
part except by an instrument in writing signed by the party or parties against
whom enforcement of any such amendment, supplement or modification is sought.

     5. Counterparts.
        -------------

     The Amendment may be executed in one or more counterparts, each of which
will be deemed an original and all of which together will constitute one and the
same instrument.

     IN WITNESS WHEREOF, the parties have executed this Amendment on the date
first above written.

ATTEST:                                              HBOA HOLDINGS, INC.



                                            BY:      /S/GARY VERDIER
---------------------------                          ---------------------------
                                                     GARY VERDIER
                                                     PRESIDENT



ATTEST:                                              E-Z AUTH. MANAGEMENT CO.



                                            BY:      /S/ ROGER BAUMANN
---------------------------                          ---------------------------
                                                     ROGER BAUMANN
                                                     CHIEF OPERATING OFFICER