Exhibit 10.1


AMENDMENT NO. 2


TO


PROFESSIONAL AND MANAGEMENT SERVICES AGREEMENT AND LICENSE


 


                THIS AMENDMENT NO. 2 TO
PROFESSIONAL AND MANAGEMENT SERVICES AGREEMENT AND LICENSE (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”or
the “Practice”) and Virtual Radiologic Corporation, a Delaware corporation (“VRC”).  VRP and VRC are referred to herein each
individually as a “party,” and together the “parties.”


 


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


 


                WHEREAS, in
consideration for VRP’s provision of its professional services the VRC 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 VRC and the systems infrastructure and management and administrative
services that VRC provides to VRP; 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 VRC 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 7


 


Fees


                In consideration for Practice’s
provision of its professional services pursuant to this Agreement, VRC agrees
to pay Practice a Diagnostic Compensation Fees (“DCF”) for all professional
services rendered from January 1, 2007 through December 31, 2007
equal to $  [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] per transaction. 
VRC shall pay Practice for all professional 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 VRC bills to physician groups and other customers.


 


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


 


                The Practice and VRC agree that
the fees set forth in this Article 7 have been established with
consideration for the Practice’s use of VRC assets, systems, teleradiology
infrastructure, the Management Services provided by VRC, as well as the
substantial commitment and effort made by VRC, and that such fees have been
negotiated at arms length and are fair, reasonable, and consistent with fair
market value.


 


                                B.            The DCF referenced above is not an “annual
adjustment” referenced in Article 7 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.            VRC and the VRP 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 VRC in immediately
payable funds the difference between (x) the aggregate fees paid to VRP
pursuant to Article 7 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 the VRC 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 effective.


 


	
   

  	
   

  	
  VIRTUAL
  RADIOLOGIC

  
	
   

  	
   

  	
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Sean O. Casey

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VIRTUAL
  RADIOLOGIC

  
	
   

  	
   

  	
  PROFESSIONALS,
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Sean O. Casey

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President