Exhibit
 10.17(S-1)

 



CONFIDENTIAL


CONFIDENTIAL
TREATMENT REQUESTED. CONFIDENTIAL

PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE

BEEN SEPARATELY FILED WITH THE COMMISSION


ADMINISTRATIVE
SERVICES AND SUPPORT AGREEMENT


          THIS
AGREEMENT is entered into as of the 14th day of July,
2008 (the “Effective Date”) between CFO Medical Services, Inc. (“CFO”), of 1500
Pleasant Valley Way, Suite 301, West Orange, NJ 07052 and Edward M. Decter,
M.D. (“Physician”) of 46 Sullivan Drive, West Orange, NJ 07052.


          WHEREAS,
a certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of
May 21, 2008, has been
entered into by and among ExamWorks, Inc. (“ExamWorks”), ExamWorks NJ, LLC, CFO
and certain shareholders of CFO set forth therein, including Physician; and


          WHEREAS,
Physician is duly licensed to practice medicine and is qualified to perform
certain independent medical evaluations (“IMEs” or “Evaluations”), including
medical examinations and/or tests (“Examinations”); the rendering of medical
examination reports (“Reports”); and similar or related services;
(collectively, “Services”), upon or with regard to various persons (“Examinees”) whose medical
condition may be at issue; and


          WHEREAS,
CFO is engaged in the business of, among other things, providing administrative
support and related non-medical services related to the performance by
physicians of the Services for insurance companies, attorneys and other third
parties requesting such services (“Clients”); and


          WHEREAS,
CFO through its efforts and experience has established a network of Clients; and


          WHEREAS,
CFO is also capable of coordinating the needs of Clients with physicians, such
as Physician, who are qualified and capable of providing the Services and is
willing and able to make available its network of Clients to the Physician, and
the Services of Physician to its network of Clients, subject to the terms and
conditions stated herein; and


          WHEREAS,
the parties, respectively, make the following “Threshold Representations”:
(1) Physicians represents that Physician is engaged in a medical practice
completely independent of CFO; that Physician is a licensed physician
authorized and in good standing to practice medicine in the State(s) of New York,
New Jersey and Colorado; that Physician either practices alone or as part of a
group, a professional corporation or association, a partnership or limited
liability corporation or university-affiliated medical practice, partnership,
corporation, LLC, or other entity (collectively, “His/Her Group”); that
Physician is board Certified as a specialist in orthopedics; and that Physician
has complied with all federal, state or local laws regarding business and
professional permits and licenses, or any other applicable laws or regulations
that may be required to carry out the services to be performed under this Agreement; (2) CFO represents that CFO
is not engaged in the practice of medicine and will not seek to influence the independent professional medical judgment
of Physician with respect to the performance of the Services by Physician and
that the services rendered by CFO to the Physician hereunder will not in any
way interfere with the physician-patient relationship,


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          NOW,
THEREFORE, in reliance on the foregoing representations, incorporated herein by
this reference, CFO and Physician, intending to be legally bound, and in
consideration for the mutual promises set forth herein, the sufficiency of
which is acknowledged, agree to the following terms and conditions:


          1.
NATURE OF RELATIONSHIP. CFO will assist Physician in locating Clients in
need of the Services and will further provide such administrative,
support and related non-medical services necessary or required for the Physician
to perform the Services, including, without limitation, coordinating the
Clients in need of the Services with Physician
and in scheduling Physician to provide the Services to those Clients who
request CFO to assign or schedule a physician to perform the Services on such
client’s behalf, and Physician agrees to accept such engagements with Clients
as CFO shall make available to
Physician, except such opportunities as Physician specifically declines
in accordance with section 4 of this Agreement. The Physician shall be
compensated in accordance with the fees set forth in Schedule A attached
hereto for Services actually and professionally performed by Physician, which
fees are net of CFO’s compensation for its services and which are subject to reduction
because of Physician’s failure to fulfill the Service Requirements set forth on
Schedule B attached hereto. No treatment of any type shall be rendered
(nor, for example, shall prescriptions be written or medication dispensed by
Physician) under the terms of this Agreement. Physician shall not assign to any
other physician his/her/its obligation to render services to an Examinee,
without the prior written approval of CFO.


          2.
CONFLICT. If Physician or anyone in his/her Group is
or has already been the treating physician of the Examinee or otherwise
previously had a physician-patient relationship with the Examinee, Physician
agrees that a conflict may exist
potentially disqualifying Physician from performing the Services; and Physician
will so notify CFO within forty-eight
(48) hours of being requested to perform the proposed Examination and before
performing any of the Services on the Examinee as scheduled by CFO. Upon receiving notice of such
conflict, CFO, upon its sole
discretion, may reschedule the Examination with another physician.


          3.
GOOD STANDING. Physician agrees that he or she is qualified to perform
the Services and is duly licensed, board-certified, and in good standing in the
jurisdiction where, and at the time, the Services are being rendered by
Physician.


          4.
WORKLOAD/AVAILABILITY. (a) Except as set forth in
Section 5(d) below, Physician understands that CFO makes no representation or
guarantee concerning the total number of Examinations or amount of Services
that Physician may be scheduled to
perform pursuant to this Agreement. Prior to Physician being requested to
perform an Examination, CFO will contact Physician
and determine Physician’s availability
to perform such Examination
and to render a report within the time in which the Client wishes the Services
provided. If Physician is available, CFO may schedule the Physician to perform
the Services on the Examinee. Upon receipt of a request by CFO to perform an
Evaluation, Physician may either
accept, or, upon as much notice to CFO
as is possible (but not less than fourteen (14) calendar days notice, absent an extreme emergency), reject the request. In the absence of a timely written rejection, it will be
assumed that the request has been
accepted.



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                    (b)
Once the request has been accepted by Physician, CFO will then coordinate the
appointment. Should Physician become unavailable, Physician will immediately
provide CFO with notice of his/her unavailability. The minimum notice required
of Physician to CFO under these circumstances is fourteen (14) calendar days
unless the Client has given CFO less than this amount of time to perform an Examination, in which case the
maximum possible notice of Physician’s unavailability
shall be provided by Physician to CFO. Cancellations on shorter notice will be permitted in the case of an extreme emergency.
Cancellations without adequate notice
or explanation may disqualify Physician from being scheduled to perform future Examinations, other
than “Addendum” or other follow-up services relating to Examinations previously
performed, and the cancellation of this Agreement by CFO.


                    (c)
Physician will promptly notify CFO of any problems with (i) Examinee
compliance, (ii) Examinee ‘no-shows’, or (iii) Physician’s
non-receipt of necessary
records. Following the scheduled appointment, Physician shall forward to CFO a
completed “Appointment Result Form” which will be supplied to Physician prior to the Examination.


                    (d)
Notwithstanding the above,
if Physician has performed an Examination,
or provided other Services, Physician shall make himself/herself available, as
requested by Client(s), for
‘Addendums’, depositions, court
appearances and such other Services as may be requested by the Client. This
subparagraph 4(d) shall survive the expiration or termination of this
Agreement in perpetuity.


          5.
FEES. (a) CFO shall bill to and collect
from Clients for the services rendered to them and will remit to the Physician the amount set forth on the attached
Schedule A for each such
Service provided by Physician to the Client, as such fees may be reduced as a result of Physician’s failure to meet the
Service Requirements set forth in Schedule B attached hereto. Physician shall submit such documentation to CFO
as is necessary for CFO to bill the Clients for Services performed by the
Physician.


                    (b)
As CFO is the party authorized to bill the Clients for Services rendered by the
Physician under this Agreement, Physician shall not, under any circumstance,
request, accept or collect payment from the Client or the Examinee(s). A
violation of this subparagraph 5(b) shall be deemed a material breach for
purposes of Paragraph 23(c)(iii).


                    (c)
Physician shall be exclusively responsible for the payment of his/her
employees, subcontractors, and for any overhead costs incurred in
connection with the provision of
the Services, and shall indemnify and hold CFO harmless for any claims
of any type by any of his/hers employees
or subcontractors relating to or arising from this Agreement in any way, directly or indirectly.


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                    (d)
Notwithstanding anything to the contrary herein, subject to the availability of
Physician as determined in
accordance with Section 4 above, during each Term Year (as defined below) CFO agrees to use commercially reasonable efforts to assign
to Physician, and Physician agrees to
accept, such number of Services as to enable
Physician to generate fees to be disbursed to Physician by CFO equal to not less than the Target Fee Amount (as defined below). The parties agree and acknowledge that
the fees to be disbursed to Physician during
each Term Year shall be not less than [CONFIDENTIAL MATERIAL REDACTED
AND FILED SEPARATELY WITH THE COMMISSION] percent ([CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE
COMMISSION]%) of the standard
fees invoiced to CFO’s Clients for legal
work (such legal work to include, but not
be limited to, phone consultations, court appearances, attorney conferences, video testimony, discovery
depositions, arbitrations, and physician preparation time related to the foregoing) performed by Physician and not less than [CONFIDENTIAL MATERIAL
REDACTED AND FILED SEPARATELY WITH THE COMMISSION] percent ([CONFIDENTIAL
MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION]%) of the standard fees invoiced to CFO’s Clients for non-legal work performed by Physician (each such percentage, a “Minimum Fee Percentage”), in each case
as further described on Schedule A
attached hereto. For purposes of this
Section 5(d), “Target Fee
Amount” shall mean [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY
WITH THE COMMISSION] Dollars ($[CONFIDENTIAL
MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION]), which shall be equal to [CONFIDENTIAL MATERIAL REDACTED AND
FILED SEPARATELY WITH THE COMMISSION]
percent ([CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE
COMMISSION]%) of the annual average of the
standard fees invoiced to CFO’s
Clients for services rendered by Physician during the two calendar years ended December 31, 2007.
Amounts with respect to Services performed
by Physician shall be disbursed by CFO to Physician on a monthly basis.


          6.
MODIFICATION OF SCHEDULES. Schedules A and B attached hereto may be
changed by from time to time by mutual agreement of the parties. In no event,
however, shall the fees disbursable to Physician during each Term Year under
Section 5(d) for legal work and non-legal work performed by Physician be
less than the applicable Minimum Fee Percentage. Changes to Schedules A
and B shall not apply to any Services which Physician has begun to perform but
which Physician has not yet completed.


          7.
COSTS OF PERFORMANCE. (a) Physician shall be responsible for all costs associated with the
performance of the Services (e.g., professional liability insurance, office
space,) other than those items and services which CFO is obligated to provide
under this Agreement. Without limiting the foregoing, Physician shall utilize,
without cost or charge to CFO or any other party, Physician’s own designated
office space, medical or other equipment (including without limitation medical
equipment needed for the Examinations), medical or office supplies, and clerical
and medical staff, in support of Physician’s obligations under this Agreement.


                    (b)
For the Services performed
by Physician at facilities provided by CFO as a convenience, CFO will
not charge Physician for basic office space, equipment, and clerical and
medical staff support that is present in any event. Unless otherwise specified,
Physician is responsible for all of its own expenses incurred in providing
Services at facilities provided by CFO; including, but not limited to, the
expense of traveling to and from said facilities to accomplish the Services
designated under this Agreement.


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                    (c)
Unless authorized by the
Client in advance of, during or following an Examination, which
Physician must confirm with CFO, (i) CFO will not reimburse Physician for
any third-party charges of any type; and (ii) any third-party charges
incurred for or arising out of Physician’s Services hereunder, or for tests
ordered by Physician, will be Physician’s sole financial responsibility. To obtain
such authorization, Physician must promptly communicate with CFO, which in turn
will seek Client’s authorization.


          8.
REQUIRED INSURANCE. Physician shall throughout the duration of
this Agreement, (a) maintain, and provide to CFO proof of,
insurance equal to the greater of [1] the insurance required to be maintained
by Physician under applicable laws and regulations and
[2] (i) malpractice insurance of not less than $1,000,000 per
occurrence and annual aggregate of not less than $3,000,000;
(ii) commercial liability insurance naming CFO as an additional insured of
not less than $1,000,000 per occurrence and annual aggregate of not less than
$3,000,000; and (iii) workers’ compensation insurance ([1] and [2], as
applicable, are referred to herein as the “Insurance”); and (b) deliver to
CFO upon demand, certificates of insurance evidencing that the Insurance is
maintained in full force and effect. Any failure by Physician to maintain and
provide proof of the Insurance in accordance with this Paragraph 8 and/or
to deliver the aforesaid certificates of insurance shall be deemed to
constitute a material breach of this Agreement.


          9.
INDEMNIFICATION/REMEDIES. Physician covenants and agrees to indemnify
and hold -harmless CFO, Clients, and all officers, directors, shareholders,
members, employees, agents and representatives of CFO and the Clients
(collectively, the “CFO Group”), from any against all liabilities, losses,
claims, damages, causes of action, costs and expenses of any kind (including,
without limitation, reasonable attorneys’ fees and related expenses) which
result from, relate to, or arise in any way from (directly or indirectly)
(i) negligent acts or omissions in connection with Physician’s performance
under this Agreement, (ii) any breach by Physician of the terms and
conditions of this Agreement, and/or (iii) any negligence, intentional
wrongdoing or bad faith on the part of Physician and/or any individual
providing services under this Agreement on behalf of Physician, whether such
individual is an employee of Physician or independent contractor. In the event
any action, suit or proceeding is brought against any member of the CFO Group
and Physician is required to provide indemnification pursuant to and in
accordance with this paragraph 9, then Physician shall, at the option of
Physician, either (i) engage attorneys approved by CFO or its insurance
carrier to defend such member or members, as the case may be, of the CFO Group,
or (ii) reimburse such member or members, as the case may be, of the CFO
Group for the reasonable fees and expenses of legal counsel engaged directly by
such member or members, as the
case may be, of the CFO Group. In the event that any penalties are imposed on
any member of the CFO Group by an appropriate regulatory body as the result of
the negligence, wrongdoing or bad faith of Physician, Physician shall indemnity
the CFO Group for any penalties imposed on any member or members, as the case
may be, of the CFO Group. Physician acknowledges and agrees that monetary
damages would be inadequate to compensate CFO for any breach or threatened
breach by Physician of its covenants and agreements set forth in this
Agreement. Accordingly, Physician further acknowledges and agrees that any such
breach or threatened breach will cause irreparable injury to CFO and that, in
addition to any other remedies that may be available, in law, in equity or
otherwise, CFO shall be entitled to obtain injunctive relief, including without
limitation, a preliminary injunction and/or temporary restraining order,
against the breach or threatened breach of the provisions of this Agreement or
the continuation of any such breach,


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          10.
EXAMINATION REPORTS. (a) Physician agrees and acknowledges that
Physician is solely responsible for evaluations, conclusions and narrative
material set forth in any Report created pursuant to this Agreement; and that
Physician functions as an independent professional making all determinations
and assessments in accordance with Physician’s own medical judgment and
expertise.


                    (b)
Notwithstanding the foregoing, it during an examination of an Examinee,
Physician should discover a condition that is life-threatening or poses a serious
threat to health, Physician shall advise the Examinee to promptly seek
examination by a licensed medical professional and/or facility for the
condition discovered and shall follow up with the Examinee to ensure that he or
she has sought appropriate medical care and treatment concerning the condition
so discovered. Nothing stated herein shall be construed to create a
physician-patient relationship.


                    (c)
Physician will promptly, and within the timelines described on Schedule B
attached hereto, complete and forward to CFO all required Reports, so that CFO
may provide such Reports, on Physician’s behalf, to the Client(s),


                    (d)
CFO shall provide Physician with general training, instruction and education
concerning the form, elements, scope and other aspects of the Reports which the
Clients require of Physician hereunder. Nothing in this section however, shall
be construed to obligate or CFO to prepare, modify, alter or otherwise
influence the content of an individual Report or otherwise affect the Physician’s
independent professional opinion, evaluation or examination of a patient
referred to Physician by a Client or by CFO on behalf of a Client.


          11.
CONDUCT. The parties shall conduct themselves, at all times, in
accordance with the highest standards
of professional conduct and
responsibility. All services provided by Physician shall be provided in
strict conformance with the currently approved
medical methods and ethical practices of the medical profession.


          12.
EXAMINEE AUTHORIZATION. Physician and CFO anticipate that an Examinee shall have provided the Client
with an authorization permitting the Client to release confidential medical or
health care information to CFO and/or Physician and this authorization will be
provided to CFO by the Client in compliance with federal and state laws and
regulations. Prior to providing Services to Examinee, Physician must secure
from the Examinee an Authorization, in the form of Schedule C attached
hereto, permitting Physician and CFO to release Physician’s Report to the
Client.


          13.
INDEPENDENT CONTRACTOR.


                    (a)
The parties agree
and acknowledge that the business of CFO
is that of arranging and facilitating (by, for example, providing
marketing, contracting, scheduling, report transcription, office examination
space and equipment, billing and other necessary administrative and non-medical
support services) for licensed physicians such as Physician or other qualified
medical personnel to perform independent medical examinations and related
services (including, without limitation, physical examinations, review of
medical records, radiology reviews, appearing and testifying as expert witness
in legal proceedings, assisting in legal discovery and medical consulting) for
insurance companies, attorneys and other third parties to examine, validate,
independently review and evaluate, as the case may be, workers compensation,
liability, personal injury and disability claims of persons. The practice of
medicine shall always be specifically reserved to and shall be performed only
by licensed physicians such as Physician and is specifically not part of CFO’s
business.


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                    (b)
The parties are independent contractors to each other under this Agreement and
each recognize and acknowledge that there is no employer/employee or
principal/agent relationship between Physician and CFO and that this is not a
joint venture, partnership or the like between Physician and CFO. Nothing
contained herein is intended nor shall be construed to allow CFO either to have
or to exercise control, direction or supervision over the professional medical
judgment, manner or methods by which Physician performs medical services under
this Agreement; provided, however, that the Services to be provided hereunder
by Physician shall be provided in a manner consistent with the standards
governing such services and the provisions of this Agreement.


                    (c)
Except as may be required by taxing authorities for backup withholding tax, CFO
will not withhold from any amounts to be paid over to Physician hereunder any
of the following; FICA (Social Security), federal unemployment insurance, state
or federal income taxes, state disability insurance, stare unemployment
insurance, workers’ compensation insurance charges or premiums, or any other
withholding pursuant to any law or requirement of any governmental body
relating to Physician (“Withholdings”). Physician shall not be entitled to any
benefits afforded to employees of CFO (“Benefits”). Each and every one of such
Withholdings and Benefits, if any, are the sole responsibility of Physician.
Physician shall indemnify and hold CFO harmless from and against any and all
liability to any federal or state authority relating to the withholding and
benefits, attributed solely to any income paid to Physician pursuant to this
Agreement. In the event the United States Internal Revenue Services should
question or challenge the independent contractor status of the parties under
this Agreement, the parties hereto mutually agree that both parties shall have
the right to participate in any discussion or negotiation occurring with the
Internal Revenue Services, even if said party did not initiate such discussions
or negotiations and each shall notify the other, in advance, of any planned
meeting or discussion.


                    (d)
Physician and CFO shall each be solely and independently responsible for
(i) their own employment obligations, and (ii) the acts or omissions
of their employees.


          14.
CONFIDENTIALITY. (a) Physician
acknowledges and agrees that any and all Reports, records and other
documents received or generated in connection with this Agreement and the
Services performed hereunder, (i) shall remain and be treated as the
confidential property of the Client (subject to laws relating to medical
records, as applicable), and (ii) shall not be used at any time by
Physician in any way adverse to CFO or the Client’s interests. Any such
information will not be used by Physician for any purpose other than as
expressly set forth in this Agreement, or disclosed to any other person except:
[1] as permitted in this Agreement or [2] as required by federal,
state and local laws and regulations.


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                    (b)
Physician acknowledges that CFO has proprietary and privacy interests in
(i) CFO’s Client relationship(s) and (ii) CFO’s records and
information, including without limitation CFO’s medical and professional data,
computer systems, pricing, methods of doing business with CFO’s Clients, CFO’s
Client contacts, software, and other confidential information (including
without limitation this Agreement). Physician agrees that any such records or
information to which Physician has had previous access to and shall have access
to pursuant to this Agreement [1] shall remain and be treated at all times
as the confidential property of CFO, and [2] shall not be used at any time
by Physician in any way adverse to CFO’s interests. Any such information will
not be used by Physician for
any purpose other than as expressly set forth in this Agreement, or disclosed to
any other person except: [aa] as permitted in this Agreement or
[bb] as required by federal, state
and local laws and regulations.


                    (c)
The parties agree that all aspects of this Agreement are confidential and that the terms shall
not be disclosed to any person, firm or
entity whatsoever except as may be required by law, by a Court, or as
necessary to carry out the terms of this Agreement.


                    (d)
This Paragraph 14 shall survive the termination or expiration of
this Agreement for any reason.


          15.
HIPAA. (a) Each party covenants and
agrees to maintain the confidentiality
of all patient medical records and patient health information in
compliance with applicable federal, state and local laws and regulations, including but not limited to, the requirements
of the Health Insurance Portability and Accountability Act of 1996
(“HIPAA”) and its accompanying regulations.


                    (b)
Physician agrees that if CFO, within its sole discretion, determines that it
qualifies as a “business associate” of CFO’s clients, as defined by the HIPAA
Privacy Rules (45 C.F.R. §164.500
et seq.), Physician shall similarly enter into and abide by the terms of
the “HIPAA Addendum” attached hereto as Schedule C.


          16.
USE OF NAME. Physician agrees that except as
needed to perform Services requested of Physician under the terms of this
Agreement, Physician shall not utilize CFO’s name or the name of any successor
or related corporation or entity, whether owned by CFO in whole or in part or by any of the Shareholders of CFO in
whole or in part. This Paragraph shall survive the termination or expiration of
this Agreement for any reason.


          17.
NON-COMPETE/NON-SOLICITATION. (a) In consideration for CFO’s covenants herein, Physician
hereby covenants and agrees that during the term of this Agreement and for an
additional period of two (2) years from the date this Agreement terminates,
Physician shall not, within any State in which CFO or any entity affiliated
with CFO, directly or indirectly, shall have operated during the term of this
Agreement (including but not limited to New Jersey) for the benefit, financial
or otherwise, of Physician (i) solicit business of the type and nature of
the Services provided by Physician under this Agreement, from, or
(ii) perform IMEs for, any of CFO’s Clients.(“Introduction(s)”).


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                    (b)
The Physician agrees that any gross revenues earned by Physician from CFO’s Clients
in violation of this Agreement, net of fees to be paid to Physician under
Section 5 above, will be the property of CFO and will held in trust for
CFO by Physician and that Physician shall be required to pay to CFO any amount
that CFO would have earned or received had such violation not occurred and the
Services been provided in a manner consistent with this Agreement.


                    (c)
Physician will not, during the term of this Agreement and for an additional
three years (3) thereafter, solicit CFO’s employees or medical professionals
associated with CFO for the benefit of either Physician or any other individual
or entity.


                    (d)
If a court should hold that any time frame specified herein is unreasonable,
the court may prescribe a duration that is reasonable, and the parties agree to
accept such a determination.


                    (e)
Nothing stated in this paragraph 17 is intended to, nor shall it be construed
to, limit or restrict Physician’s right to treat any patient outside of the
context of a Client’s request that Physician perform an IME or otherwise
provide the Services at the request of, on behalf of or for, a Client.


                    (f)
This Paragraph shall survive the termination or expiration of this Agreement
for any reason.


          18.
NON-DISPARAGEMENT. The parties agree as of the Effective Date of this
Agreement and continuing thereafter, not to directly or indirectly disparage
each other in any way whatsoever. This Paragraph shall survive the termination or expiration of this Agreement for any
reason.


          19.
BREACH OF AGREEMENT. In the event of an actual or threatened breach by
either party of Paragraphs 14, 15, 16, 17 or 18 of this Agreement, the
breaching party shall be responsible for all legal fees and costs incurred by
the other party for any legal action brought by it to enforce those provisions.


          20.
NOTIFICATION OF CHANGE
OF STATUS. Physician will promptly notify CFO if his/her license, or the
license of any of the other physicians in his/her Group, is suspended or revoked, or if the information on the
CFO/IME Provider Application becomes or is learned to be inaccurate or
incomplete, or if a claim of any type is asserted against Physician by any Examinee(s) examined by Physician
hereunder.


          21.
GOVERNANCE. This Agreement shall be governed by, and construed, in
accordance with the laws of the State of New Jersey. It shall also be governed
by federal and state regulations relating to the privacy of an Examinee’s health
care information, with which each party represents and warrants that it is and
shall remain in compliance. The parties consent to the filing of an action in,
and hereby personally submit to jurisdiction of, the state or federal courts
located in the State of New Jersey and further agree that such courts shall be
exclusive courts of jurisdiction and venue for any litigation which the parties
may file.


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          22.
DISPUTES. (a) Except
as may be necessary to enforce
the provisions of Paragraphs 14, 15, 16, 17 or 18 by temporary injunction, permanent injunction or
other equitable relief, any controversy or
claim arising out of, or relating to, this Agreement or the breach thereof, any
dispute between CFO and Physician relating to or arising from this Agreement, or any of its covenants, terms or
conditions, or its enforcement, validity
or interpretation, such dispute shall be subject to confidential binding
arbitration in lieu of judicial
process. The arbitration shall be conducted exclusively in Livingston or West
Orange, New Jersey, at such location as the parties shall designate within fifteen (15) days of the filing of the
demand for arbitration. Arbitration shall be conducted pursuant to the commercial rules of the American Arbitration Association (“AAA”);
using a mutually-selected (or failing same, AAA-designated) arbitrator who is
knowledgeable and experienced in the
area of providing health care services. The Cost of such proceedings
shall be paid for equally by both parties, except that the
parties shall pay their own attorneys fees, expert fees, and other costs unless otherwise provided in this
Agreement.


                    (b)
Notwithstanding the foregoing, (i) the parties may seek emergent or other
judicial relief to enforce Paragraphs 14, 15, 16, 17 and 18 hereof; and
(ii) either party hereto may seek emergent judicial relief to preserve the
status quo pending arbitration or enjoin an incorrectly venued arbitration. The
state and federal courts of New Jersey sitting in the County of Essex, New
Jersey (“NJ Courts”) shall have exclusive jurisdiction to hear such matters.


                    (c)
Subject to the provisions above,
each party irrevocably (i) submits to the personal jurisdiction of
NJ Courts with respect to matters arising out of or relating hereto; (ii) agrees that all claims with respect to
such action or proceeding may be heard and determined in NJ Courts; and
(iii) waives the defense of an inconvenient forum.


                    (d)
Any proceedings to enforce, vacate, modify, enjoin, or otherwise affect any arbitration award or
arbitration proceeding shall be brought exclusively in New Jersey. Once that
arbitration award is reduced to a judicial judgment in New Jersey, any such
judgment may be enforced anywhere in the world by any judicial or other
tribunal. The prevailing party in any action mentioned in this paragraph shall be entitled to costs and
reasonable attorney’s fees incurred (i) in any such action or proceeding and (ii) in any further collection efforts.


                    (e)
In the event any provision of this Agreement is declared void or unenforceable by a NJ Court,
the remaining provisions of this
Agreement shall nevertheless remain in full force and effect.


          23.
TERM. (a) This Agreement commences on the Effective Date of this
Agreement and will remain in effect for a term of three (3) years (such term,
the “Initial Term” and each such year, a “Term Year”), and will be deemed
automatically renewed from year to year for a “Term Year” unless and until cancelled
pursuant to Paragraph 23(b) or (c) of this Agreement.


                    (b)
This Agreement may be
terminated at any time with or
without cause upon not fewer than sixty (60)
days’ written notice (i) by Physician during the Initial Term and (ii) upon
renewal of the Initial Term, by either party at any time thereafter.


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CONFIDENTIAL


                    (c)
This Agreement shall
automatically terminate, at the election of CFO, upon the occurrence of one or more of the following events:
(i) Physician’s license to practice medicine in any jurisdiction is revoked, suspended or limited for a period
in excess of thirty (30) days; (ii) Physician’s medical staff privileges at any health care
institution are terminated, suspended or limited, voluntarily or involuntarily,
for a period in excess of thirty (30) days; (iii) Physician’s material
breach of any term, covenant or condition of this Agreement;
(iv) Physician’s failure to discharge Physician’s duties to the reasonable
satisfaction of CFO; (v) Physician is found guilty of a crime of moral
turpitude; (vi) Physician’s participation in any dishonest act involving
the assets of CFO, whether or not of a criminal nature; (vii) the involuntary or voluntary liquidation of CFO, the appointment of a receiver
for CFO, or the assignment of this Agreement for the benefit of creditors;
(viii) the death of Physician; or (ix) Physician’s inability to work
with other independent contractors or employees of CFO, which inability shall
be determined in the sole discretion of CFO.


                    (d)
In the event this Agreement is terminated by either party for any reason,
Physician agrees, at the election of CFO, (i) to honor all terms and conditions of the
Agreement including, but not limited to, those Pertaining to any
Evaluations/Examinations already scheduled and in process prior to notice of
termination, including without limitation the completion of any Report as to
which Examinations or other Services have been performed; and (ii) to
comply with all requests from CFO or CFO’s Client for ‘Addendum(s)’, deposition
testimony, courtroom testimony or other services related thereto as to any
Examinee already scheduled, examined or evaluated that CFO’s client requests.
Physician shall be paid for such
Services in accordance with the terms of this Agreement by CFO despite the
termination of this Agreement.


          24.
HEADINGS. The headings of this Agreement shall have no legal significance and are used
solely for the identification of particular paragraphs.


          25.
ENTIRE AGREEMENT. This Agreement contains the entire agreement
and understanding between the parties, superseding all other writings and all
oral discussions, agreements or negotiations, other than with respect to the
Merger Agreement and any Company Ancillary Documents (as defined in the Merger
Agreement).


          26.
MODIFICATION. This Agreement may only be modified
or waived in writing; there shall be no
waiver or modification by conduct.


          27.
NOTICE. Any notice or other communication by either
party to the other shall be in writing and shall be given, and be deemed
to have been given if either delivered personally or mailed, postage prepaid,
registered or certified mail, addressed as follows;


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 To CFO:

 	
  

 	
 CFO Medical Services, Inc.

 
	
  

 	
  

 	
  

 	
 c/o ExamWorks, Inc., Attn: Michael J. Bendit

 
	
  

 	
  

 	
  

 	
 1500 Pleasant Valley Way, Suite 301

 
	
  

 	
  

 	
  

 	
 West Orange, NJ 07052

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 To Physician:

 	
  

 	
 Edward M. Decter, M.D.

 
	
  

 	
  

 	
  

 	
 46 Sullivan Drive

 
	
  

 	
  

 	
  

 	
 West Orange, NJ 07052

 



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CONFIDENTIAL


          28.
WAIVER. The failure of a party hereto to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver or
deprive that party of the right thereafter to enforce that term or any other
term of this Agreement.


          29.
CONFIDENTIALITY. The parties hereto agree that all aspects of
this Agreement are confidential and that such terms shall not be
disclosed to any person, firm or entity whatsoever except as may be required by
law, by a court, or as necessary to carry out the terms of this Agreement.


          30.
EXHIBITS AND/OR SCHEDULES. Each
exhibit and/or schedule to this Agreement shall be considered a part hereof as if set forth
in the body of this Agreement in full.


          31.
COUNTERPART AS ORIGINAL;
FACSIMILE SIGNATURES. This Agreement may be executed in one or more
counter parts, and each such executed counterpart shall be considered as original. Facsimile signatures shall
be binding and shall be deemed as original signatures.


          32.
SEVERABILITY. This Agreement is intended to perform in
accordance with and only to the extent permitted by all applicable laws,
ordinances, rules and regulations. If any provision of this Agreement or the
application thereof to any person, entity, or circumstance is found, for any
reason or to any extent to be invalid or unenforceable, the remainder of this
Agreement and the application hereof to any person, entity, or circumstance
shall not be affected thereby, but rather the remainder of this Agreement shall
be enforced to the greatest extent permitted by law.


          33.
INTERPRETATION. It
is specifically understood and agreed by and between the parties that
this Agreement is the result of negotiations between the parties. Accordingly,
it is understood and agreed that all parties shall be deemed to have drawn
these documents and there shall be no negative inference from the language of
this Agreement by any fact finders as against any party.


[SIGNATURE PAGE
FOLLOWS]


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CONFIDENTIAL


          IN
WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date indicated above.


	
  

 	
  

 	
  

 	
  

 
	
 WITNESS:

 	
  

 	
 PHYSICIAN:

 
	
  

 	
  

 	
  

 	
  

 
	
           /s/
 Greg Decter

 	
  

 	
           /s/
 Edward M. Decter, M.D.

 
	 

 	
  

 	 

 
	
 Name: Greg Decter

 	
  

 	
 Name: Edward M. Decter, M.D.

 
	
  

 	
  

 	
  

 	
  

 
	
 ATTEST:

 	
  

 	
 CFO MEDICAL SERVICES, INC.

 
	
  

 	
  

 	
  

 	
  

 
	
           /s/
 Greg Decter

 	
  

 	
 By:

 	
     /s/ Pauline Murano

 
	 

 	
  

 	
  

 	 

 
	
 Name: Greg Decter

 	
  

 	
  

 	
 Name: Pauline Murano

 
	
 Title: VP Operations

 	
  

 	
  

 	
 Title: General Manager

 



IC Initials_____________





CONFIDENTIAL


SCHEDULE
A


FEES


See attached.


IC Initials_____________





CONFIDENTIAL


SCHEDULE
B


SERVICE
REQUIREMENTS


See attached.


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CONFIDENTIAL


SERVICE
REQUIREMENTS


Physician understands
that CFO has Clients which require his/her Services and that such Clients have
communicated to CFO their minimum requirements with respect to the performance
of the services. Accordingly, in order to ensure compliance with the
requirements of Clients with respect to the Services to be rendered by
Physician to such
Clients, the requirements see forth below must be satisfied in the performance
of Services.


	
  

 	
  

 	
  

 
	
 1.

 	
 Initial Independent
 Medical Examination - the following requirements must be
 met for the initial independent medical evaluation to be considered complete:

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 For the purpose of
 clarification of any uncertainties, review the medical records/films and cover letter prior to
 examinee’s visit.

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Physician performs the
 evaluation.

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 Physician agrees to
 contact CFO, which, in turn, may seek the Client’s authorization for payment
 prior to Physician’s performance of or request to perform any diagnostic
 tests. Upon authorization, Physician will arrange or perform all diagnostic
 tests necessary for a complete examination (including establishing
 diagnosis).

 
	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 Answer every relevant
 question, if any, as communicated to Physician by CFO on behalf of the Client, from the cover letter with substantiated medical evidence.

 
	
  

 	
  

 	
  

 
	
  

 	
 E.

 	
 Complete all required
 forms (if any) provided to Physician on behalf of the Client.

 
	
  

 	
  

 	
  

 
	
  

 	
 F.

 	
 Submit to CFO within
 ten (10) working days of performance of the evaluation, for transmission to
 the Clients, a final, signed medical report, including all requested
 clarifications.

 
	
  

 	
  

 	
  

 
	
 2.

 	
 Addendum
 - An Addendum report is
 necessary from Physician when
 additional medical records and/or films are received and reviewed by
 Physician after the initial evaluation report has been mailed. Physician
 understands that the following requirements must be met for the Addendum
 report to be considered complete:

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 In conjunction with the
 initial report of findings, review the additional medical records/films and cover letter and produce a
 supplemental report.

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Submit to CFO within
 ten (10) working days, for transmission to the client, the final, signed
 Addendum report including all requested clarifications,

 
	
  

 	
  

 	
  

 
	
 3.

 	
 Independent Medical
 Record Review Report
 - A medical record review report is produced by Physician when medical
 records are received and reviewed by Physician without performing a physical
 medical evaluation of the claimant. Physician understands that the following
 requirements must be met for
 the medical record review
 report to be considered complete:

 



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CONFIDENTIAL


	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Corroborate all the
 information provided by reviewing the medical records and cover letter, and generate a medical report.

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Submit
 to CFO, within ten (10) working days, for transmission to the Client,
 a final, signed medical record review report including all requested
 clarifications.

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 Answer every requested
 question, if any, from
 the cover letter with substantiated medical evidence.

 


I, as the Independent
Contractor, have read and agree with the terms of disbursement and other
requirements included on this Attachment.


	
  

 	
  

 	
  

 	
  

 
	
 BY:

 	
 /s/ Edward M. Decter, M.D.

 	
  

 	
 July 14, 2008

 Date

 
	
  

 	 

 	
  

 
	
  

 	
                     Physician
 Signature

 	
  

 
	
  

 	
  

 	
  

 
	
 BY: Edward M. Decter, M.D.

 	
  

 	
  

 



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2





CONFIDENTIAL


SCHEDULE
C


HIPAA
ADDENDUM



See attached.


IC Initials_____________





CONFIDENTIAL


HIPAA
ADDENDUM


          THIS
ADDENDUM shall modify and supplement the Agreement by and between CFO Medical Services, Inc. (“CFO” or
“Business Associate”) and Edward M. Decter, M.D. (“IC” or “Subcontractor”)
(collectively referred to as the “Parties”) entered into on July 14, 2008 (the “Agreement”). This Addendum
incorporates by reference the Agreement and any and all Schedules
executed by CFO.


          WHEREAS,
the Federal government, pursuant to the Health Insurance Portability and
Accountability Act of 1996 (“HIPAA”), has promulgated privacy regulations
relating to the use, storage,
transmission, and disclosure of patients’ private health information (45 C.F.R. 5164. Parts 160 and
164)(referred to herein as the “Privacy Regulations”); and


          WHEREAS, CFO, as a business associate, may be required to protect the privacy and
confidentiality of health information by adhering to certain restrictions and
conditions; and


          WHEREAS,
the Privacy Regulations require business associates to ensure that any agent to
whom it provides protected health information agrees to the same restrictions
and conditions.


          NOW,
THEREFORE, intending
to be legally bound hereto, the Parties hereby agree as follows:


Section
1.          DEFINITIONS.


1.1 Definition. Terms used but not otherwise
defined in this Addendum shall
have the same meaning as those terms in the Privacy Regulations.


1.2 “Protected
Health Information”. The term “Protected Health Information” (“PHI”) shall
mean information that (i) is created or received by the Covered Entity, (ii) relates to the past,
present, or future physical or mental condition of an individual, the provision
of health care to an individual, or the
payment for the provision of health care to an individual, and (iii) either identifies an individual or
there is a reasonable basis to believe that
it could be used to identify an
individual.


Section
2.          PERMITTED USES
AND DISCLOSURES OF PROTECTED HEALTH INFORMATION.


2.1 Compliance. The Parties agree to
comply with the relevant Privacy Regulations as may be modified from time to
time.


2.2 Permitted Uses
and Disclosures. Except as otherwise limited in the Agreement and/or this Addendum, or otherwise
prohibited or limited by any applicable
law, rule or regulation, IC may use or disclose PHI to perform functions, activities
or services for, or on behalf of, CFO as specified herein,
provided that such use or disclosure (i) involves only the minimum amount
of such PHI as is necessary for such
performance; and (ii) would not violate the Privacy Regulations if done by
a Covered Entity.


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1





CONFIDENTIAL


Except as otherwise set
forth herein, IC may disclose PHI for the purpose of its proper management and
administration, provided that disclosures are required by law, or IC obtains reasonable assurances from the
person to whom the information is disclosed that it will remain confidential and used or further
disclosed only as required by law or for
the purpose for which it was disclosed
to the person, and the person notifies IC of any instances of which it is aware in which the
confidentiality of the information has been breached.


Section
3.          RESPONSIBILITIES
OF THE PARTIES WITH RESPECT TO PHI.


	
  

 	
  

 	
  

 
	
 3.1

 	
 Obligations and
 Activities of IC.

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 IC agrees not to use or
 disclose PHI other than as permitted or required herein or as
 required by law.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 IC agrees to use
 appropriate safeguards to prevent the use or disclosure of PHI other than as provided for
 herein.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 IC agrees to mitigate, to the extent
 practicable, any harmful effect that
 is known to IC of a use or disclosure of PHI by IC or its employees or agents
 in violation of the
 requirements of this Addendum.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 IC agrees to
 immediately report to CFO any use or disclosure of PHI not provided for by
 this Addendum of which it becomes aware.

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 IC
 agrees to ensure that any agent, including a subcontractor, to whom it provides PHI received from, or created or
 received by IC on behalf of CFO, agrees to the same restrictions and
 conditions that apply through this Addendum to IC with respect to such
 information.

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 IC
 agrees to provide access, at the request of CFO, and in the time and manner as reasonably directed by CFO, to PHI in a Designated Record Set (as such term is defined by HIPAA), to CFO, or as directed by CFO to an individual, in order to
 meet the requirements under 45 C.F.R.
 §164.524.

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 IC agrees to make any amendments to PHI
 in a Designated Record Set that CFO
 directs or agrees pursuant to 45 C.F.R. §164.526, at the request of CFO or an individual, and in the time and manner as reasonably
 directed by CFO.

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 IC agrees to document and make available to CFO, in a time
 and manner as reasonably
 directed by CFO, information required
 to provide an accounting of disclosures in accordance with 45 C.F.R.
 §164.528.

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 IC agrees to make
 internal practices, books, and records, including policies and procedures and
 PHI, relating to the use and disclosure of PHI received from, or created or
 received by IC on behalf of CFO, available to CFO or
 to the Secretary of the Department of Health and Human Services (the
 “Secretary”), in a time and manner as reasonably directed by CFO.

 



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CONFIDENTIAL


	
  

 	
  

 	
  

 
	
 3.2

 	
 Obligations of CFO.

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 CFO shall notify IC of
 any changes in, or revocation of, permission by an individual to use or
 disclose PHI, to
 the extent that such changes may affect IC’s use or disclosure of PHI.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 CFO shall notify IC of
 any restriction to the use or disclosure of PHI in accordance with 45 C.F.R.
 §164.522, to the extent that such restriction may affect IC’s use or
 disclosure of PHI.

 



Section
4.          Term And
Termination.


	
  

 	
  

 	
  

 
	
 4.1

 	
 Term. This Addendum shall become
 effective as of the date first set forth above and shall continue in effect
 until otherwise terminated in accordance with this Section 4.

 
	
  

 	
  

 	
  

 
	
 4.2

 	
 Termination by CFO. Upon CFO’s
 knowledge of a material breach by IC or its employees or agents of the
 provisions of this Addendum, CFO shall either:

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Provide an opportunity for IC to cure the breach or
 end the violation; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 Immediately terminate the Agreement and this
 Addendum.

 
	
  

 	
  

 	
  

 
	
 4.3

 	
 Automatic Termination. This
 Addendum will automatically terminate without any further action of the
 Parties upon the termination or expiration of (i) the Agreement between
 the Parties, or (ii) the Privacy Regulations; or in the event CFO
 determines that it no longer qualifies as a business associate.

 
	
  

 	
  

 	
  

 
	
 4.4

 	
 Obligations of the IC upon Termination or Non-Renewal.

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Return or Destruction.
 Upon the termination or non-renewal of the Agreement and/or Addendum for any
 reason, IC agrees to return or destroy, at CFO’s election, all PHI received
 from, or created or received by, the IC on behalf of CFO that IC still
 maintains in any form, and shall retain no copies of such PHI.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Non-Return or
 Destruction. If CFO agrees that it is not feasible for IC to return or
 destroy the PHI upon the termination or non-renewal of the Agreement and/or
 Addendum for any reason IC agrees to extend indefinitely any and all
 protections, limitations and restrictions contained in this Addendum to its
 use and/or disclosure of any PHI.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The provisions of this
 Section 4.4 under this Addendum shall survive the termination or non-renewal
 of the Agreement and/or Addendum, for any reason.

 



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CONFIDENTIAL


Section
5.          Miscellaneous.


	
  

 	
  

 
	
 5.1

 	
 Effect on Agreement. In the event
 of conflict between this Addendum and the Agreement, this Addendum shall
 prevail. Except as otherwise defined herein, words and phrases defined in the
 Agreement shall continue to have the meanings ascribed to them in the
 Agreement. All other terms, conditions and covenants set forth in the
 Agreement and not expressly modified herein shall remain in full force and effect.

 



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CONFIDENTIAL


          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
indicated above.


	
  

 	
  

 	
  

 	
  

 
	
 WITNESS:

 	
  

 	
 IC

 
	
  

 	
  

 	
  

 	
  

 
	
           /s/
 Greg Decter

 	
  

 	
           /s/
 Edward M. Decter, M.D.

 
	 

 	
  

 	 

 
	
 Name: Greg Decter

 	
  

 	
 Name: Edward M. Decter, M.D.

 
	
  

 	
  

 	
  

 	
  

 
	
 ATTEST:

 	
  

 	
 CFO MEDICAL SERVICES, INC.

 
	
  

 	
  

 	
  

 	
  

 
	
           /s/
 Greg Decter

 	
  

 	
 By:

 	
     /s/ Pauline Murano

 
	 

 	
  

 	
  

 	 

 
	
 Name: Greg Decter

 	
  

 	
  

 	
 Name: Pauline Murano

 
	
 Title:   VP Operations

 	
  

 	
  

 	
 Title:   General Manager

 



IC Initials_____________