Exhibit 10.12


 


AMENDMENT NO. 2


TO


PROFESSIONAL SERVICES AGREEMENT


 


                THIS AMENDMENT NO. 2 TO
PROFESSIONAL SERVICES AGREEMENT (this “Amendment”) is made and entered into
effective as of January 30, 2008 by and between Virtual Radiologic
Professionals, LLC, a Delaware Limited Liability Company (“VRP”) and Virtual
Radiologic Professionals of New York, P.A., a Delaware professional corporation
(the “Practice”).  VRP and the Practice
are referred to herein each individually as a “party,” and together the “parties.”


 


                WHEREAS,
VRP and the Practice entered into that certain Professional Services Agreement
effective January 1, 2006 (the “Agreement”);


 


                WHEREAS, pursuant
to the Agreement, VRP agreed to provide all of the professional services
necessary for the Practice to fulfill its contracts with physician groups and
other customers for professional radiology interpretations (“Interpretations”);


 


                WHEREAS, in
consideration for VRP’s provision of its professional services the Practice
agreed to pay VRP a Diagnostic Compensation Fee equal to a pre-defined amount
per transaction (the “DCF”) ;


 


                WHEREAS, the
DCF was calculated on a good faith and arms length basis;


 


                WHEREAS, during
2007 the compensation methodology for radiologists was changed from a pure
productivity model to a guaranteed base compensation model with productivity
incentives;


 


                WHEREAS, this
change in radiologist compensation lowered the obligations of VRP to compensate
radiologists during 2007;


 


                WHEREAS,
during 2007 malpractice insurance rates for VRP were renegotiated, resulting in
lower cost of malpractice insurance for VRP;


 


                WHEREAS, both
the change in radiologist compensation and malpractice insurance rates were
unforeseen by the Parties;


 


                WHEREAS, as
a result of these circumstances, the parties wish to modify the DCF, with
effect as of January 1, 2007 in order to ensure that the DCF remains an
equitable and fair market value for the professional services that VRP provides
to the Practice; and


 


                WHEREAS,
for 2008 and future years the parties believe that changing the methodology for
calculating the DCF to a percentage of charges billed by the Practice 


 

















 


will
create a more accurate, predictable, and stable DCF and should avoid the need
for future amendments to the Agreement to account for unforeseen circumstances.


 


                NOW,
THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
and on the terms and subject to the conditions herein set forth, the parties
have agreed and do hereby agree as follows:


 


                1.             Amendment to DCF.


 


                                A.            Effective as of January 1,
2007, Article 3 of the Agreement is hereby replaced in its entirety with
the following:


 


ARTICLE 3


Payment for Professional Services


 


                In consideration for the
performance of the Radiology Services set forth in Article 1, Practice
agrees to pay VRP for Radiology Services provided during the period January 1,
2007 through December 31, 2007 a Diagnostic Compensation Fee (“DCF”) of $[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] per transaction. 
Practice shall pay VRP for Radiology Services provided during all
periods after December 31, 2007 a DCF equal to [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]%
of total charges that the Practice bills to physician groups and other
customers.


 


                The DCF may be adjusted annually
upon mutual agreement of the parties.


 


                The Practice and VRP agree that
the fees set forth in this Article 3 have been established with
consideration for the Practice’s engagement of VRP to provide Radiology
Services as well as the substantial commitment and effort made by VRP, and that
such fees have been negotiated at arms length and are fair, reasonable, and
consistent with fair market value.


 


                                B.            The Amended DCF referenced above is
not an “annual adjustment” referenced in Article 3 of the Agreement
because such adjustment is not based solely upon the overall volume of
diagnostic services provided as part of VRP’s professional services.


 


                                C.            VRP and the Practice each
acknowledge and agree that the amended DCF has been established and negotiated
at arms length, and is fair, reasonable and consistent with fair market value,
and is being implemented solely to account for the lower obligations associated
with changes in malpractice insurance rates and radiologist compensation.


 

















 


                                D.            VRP shall pay the Practice in
immediately payable funds the difference between (x) the aggregate fees
paid pursuant to Article 3 of the Agreement for all transactions between January 1,
2007 and December 31, 2007, which fees were based upon the DCF in effect
prior to the application of this Amendment and (ii) the aggregate fees
payable to VRP for all transactions between January 1, 2007 and December 31,
2007 giving effect to this Amendment.


 


                2.             Miscellaneous.


 


                                A.            Capitalized terms used herein and
not defined shall have the meanings ascribed to them in the Agreement.


 


                                B.            All other provisions of the
Agreement shall remain in full force and effect.


 


                IN WITNESS
WHEREOF, the parties have duly executed this Amendment.


 


	
   

  	
   

  	
  VIRTUAL
  RADIOLOGIC

  
	
   

  	
   

  	
  PROFESSIONALS,
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Sean O. Casey

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VIRTUAL
  RADIOLOGIC

  
	
   

  	
   

  	
  PROFESSIONALS
  OF NEW YORK, P.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Sean O. Casey

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President