Exhibit 10.5


AMENDMENT NO. 1


TO


MANAGEMENT SERVICES AGREEMENT


 


                THIS AMENDMENT NO. 1 TO
MANAGEMENT SERVICES AGREEMENT (this “Amendment”) is made and entered into
effective as of January 30, 2008 by and between Virtual Radiologic
Corporation, a Delaware corporation (“VRC”) and Virtual Radiologic
Professionals of Minnesota, P.A., a Delaware professional corporation (the “Practice”).  VRC and the Practice are referred to herein
each individually as a “party,” and together the “parties.”


 


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


 


                WHEREAS, pursuant
to the Agreement, VRC provides systems infrastructure and management and
administrative services to the Practice in order to permit the Practice to
devote their full effort to the performance of professional radiology services
on behalf of physician groups and other customers of the Practice;


 


                WHEREAS, in
consideration for VRC’s provision of systems infrastructure and management and
administrative services the Practice agreed to pay VRC a management and license
fee equal to a pre-defined amount per transaction (the “License Fee”) ;


 


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


 


                WHEREAS, the
Parties believe that changing the methodology for calculating the License Fee
to a percentage of charges billed by the Practice will create a fair market
value License Fee that is more accurate, predictable, and stable than the
current License Fee.


 


                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 License Fee.


 


                                A.            Effective as of January 1, 2008
the second paragraph of Article 7 is hereby replaced in its entirety with
the following:


 


                                The Practice
shall pay to VRC a Management and License Fee (“License Fee”) equal to [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] % of total charges that the Practice bills to physician
groups and other 


 

















 


customers.
The License Fee may be adjusted annually upon mutual agreement of the Parties.


 


                                B.            VRC and the Practice each
acknowledge and agree that the amended License Fee has been established and
negotiated at arms length, and is fair, reasonable and consistent with fair
market value, and is being implemented to create a more accurate, predictable,
and stable License Fee.


 


                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

  
	
   

  	
   

  	
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Sean O. Casey

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VIRTUAL
  RADIOLOGIC

  
	
   

  	
   

  	
  PROFESSIONALS
  OF MINNESOTA, P.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Sean O. Casey

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President