Exhibit 10.14 


RedRidge Lender
Services LLC


_______, 2010


Miguel
Fernandez de Castro

Chief Financial Officer
ExamWorks,
Inc
3280 Peachtree Road

Suite 2625

Atlanta, GA 30305

Office 404-952-2417


Re: Quality of Earnings
Review


Dear Mr. Fernandez de
Castro:


This will confirm the
understanding and agreement (the “Agreement”) between Exam Works Inc. (“Exam”
or the “Company”) and Red Ridge Lender Services, LLC (“RLS”) in connection with
RLS’s collateral review services to EXAM and with the objectives and tasks set
forth below.


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Engagement: To provide due quality of earnings
 diligence review services as are required by EXAM on its acquisition
 of________________.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Tasks: Perform due diligence services outlined
 in attached scope.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Work
 Product: Our work
 product will consist of:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 i.

 	
 Due
 Diligence Work Papers.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ii.

 	
 Diligence
 Report.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Staffing: Brian Bastedo, Andrew Martin, and Chad
 Ward will be the primary persons responsible for the Engagement. They may
 also be assisted by other professionals of RLS who possess a wide range of
 skills and abilities relevant to the Engagement. RLS and its professionals
 involved in the Engagement shall be independent contractors, shall be
 considered to RLS staff for the purposes of the Engagement, and shall not be
 considered or deemed to be officers or employees of EXAM.

 
	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Compensation: In exchange for the services rendered by
 RLS hereunder, RLS shall be compensated $1,500.00 per man day with an
 estimate 10 man days for field work and analysis and 4-6 man days to complete
 and review the diligence report. The total billings shall not exceed $25,000
 plus out of pocket expenses unless a significant change in scope occurs and
 is agreed upon by RLS and EXAM.

 






	
  

 
	 
 
	
  

 
	
 RLS § 200 S Wacker Suite 3100 § Chicago, IL 60606 § 312-674-4572

 











	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Confidentiality: RLS agrees to keep confidential any
 information of a non-public nature relating to EXAM businesses that RLS may
 gain or develop in the course of its engagement by EXAM. RLS agrees that
 neither it nor its officers, members, principals, affiliates, independent
 contractors and their respective directors, officers, agents and employees or
 attorneys (the “Confidential Parties”) will disclose to any other person or
 entity, except to agents of EXAM, or use for any purpose other than as
 specified herein, any information pertaining to EXAM or any affiliate thereof
 which is either non-public, confidential or proprietary in nature
 (“Information”) which it obtains or is given access to during the performance
 of the services provided for hereunder. With the prior consent of EXAM, RLS
 may, however, make reasonable disclosure of Information to third parties in
 connection with their performance of their obligations and assignments
 hereunder. In addition, for purposes of this Agreement, the Information does
 not include information which (a) is generally available to the public
 other than as a result of a disclosure by the Confidential Parties,
 (b) was available to the Confidential Parties on a non-confidential
 basis prior to its disclosure to the Confidential Parties pursuant to this Agreement,
 (c) becomes available to the Confidential Parties on a non-confidential
 basis from a source other than EXAM, provided that the source is not bound by
 a confidentiality agreement with, or other obligation of confidentiality to
 EXAM. Upon termination of this Agreement, RLS shall return to EXAM or destroy
 all materials of a non-public nature received from EXAM in the course of the
 engagement (other than RLS’s work product), and shall either deliver to EXAM
 or destroy any copies thereof that it may have made or received.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Should
 the Confidential Parties be requested or required, by oral questions,
 interrogatories, requests for information or documents, subpoena, civil
 investigative demand, court order or other process issued by a court of
 competent jurisdiction or any federal or state agency or administrative
 review board to which the Confidential Parties are or may be subject, to
 disclose any or all of the Information, the Confidential Parties will
 promptly provide written notice of same to EXAM so that EXAM may seek a
 protective order or other appropriate remedy. In no event will Confidential
 Parties disclose more than that portion of the Information that is legally
 required, and the Confidential Parties shall cooperate with EXAM, at EXAM’s
 expense, in its effort to obtain a protective order or other assurance that
 the Information will not be disclosed, or, if it is disclosed, will be
 disclosed in such a manner as to limit to the greatest extent possible the
 number of persons who are granted access to the Information.

 
	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Framework
 of the Engagement:
 RLS is being engaged to provide diligence services to assist EXAM in its
 efforts to purchase ____. RLS’s Engagement shall not constitute an audit,
 review or compilation, or any other type of financial reporting engagement
 that is subject to the rules of the AICPA or other such state and national
 professional bodies.

 


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 8.

 	
 Relationship
 of the Parties: The
 parties hereto intend that an independent contractor relationship will be
 created by this Agreement. RLS and its officers, members, principals,
 affiliates, subcontractors and their respective directors, officers, agents
 and employees are not to be considered employees or agents of and are not
 entitled to any of the benefits that EXAM provides for its employees, except
 as may otherwise be expressly provided for in this Agreement. Neither EXAM
 nor any of its personnel shall be deemed an agent, employee, officer or
 director of RLS. Under no circumstances shall EXAM or any of its personnel
 be, or be deemed to be, in control of the operations of RLS, or to be an
 owner or operator or acting as a responsible person or controlling person
 with respect to RLS. 

 
	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
 Survival: The obligations of the parties pursuant
 to Sections 5, 7, and 8 shall survive the termination of the Engagement along
 with any other section that expressly provides that it shall survive the
 termination of the Engagement.

 
	
  

 	
  

 	
  

 
	
  

 	
 10.

 	
 Assignability: This Agreement may not be assigned by any
 party hereto, without the prior written consent of all of the parties hereto.

 
	
  

 	
  

 	
  

 
	
  

 	
 11.

 	
 Entire
 Agreement: This
 Agreement incorporates the entire understanding between the parties with
 respect to its subject matter and supersedes all previous agreements or
 understandings that might exist or have existed. This Agreement may not be
 amended or modified, except in writing, executed by the parties hereto.

 
	
  

 	
  

 	
  

 
	
  

 	
 12.

 	
 Non-Binding Mediation and Damages: Any controversy or claim with respect to,
 in connection with, arising out of, or in any way related to this Agreement
 or the services provided hereunder shall be submitted first to non-binding
 mediation in accordance with the dispute resolution procedures set forth as
 follows:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 i.

 	
 A
 dispute shall be submitted to mediation by written notice to the other interested
 party or parties. In the mediation process, the parties will try to
 resolve their differences voluntarily with the aid of an impartial mediator,
 who will attempt to facilitate negotiations. The mediator will be selected by
 agreement of the parties. If the parties cannot agree on a mediator, a
 mediator will be designated by the American
 Arbitration Association (“AAA”) or JAMS/Endispute at the request of a
 party. Any mediator so designated must be acceptable to all parties. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ii.

 	
 The
 mediation will be conducted as specified by the mediator and agreed upon by
 the parties. The parties agree to discuss their differences in good faith and
 to attempt, with the assistance of the mediator, to reach an amicable
 resolution of the dispute. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 iii.

 	
 The
 mediation will be treated as a settlement discussion and therefore will be
 confidential. The mediator may not testify for either party in any later
 proceeding relating to the dispute. No recording or transcription shall be
 made of the mediation proceedings. 

 


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 iv.

 	
 Each
 party will bear its own costs in the mediation. The fees and expenses of the
 mediator will be shared equally by the parties.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 v.

 	
 If
 any of these provisions are determined to be invalid or unenforceable, the
 remaining provisions shall remain in effect and be binding on the parties to
 the fullest extent permitted by law. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 vi.

 	
 Should
 mediation not be successful, then any controversy or claim with respect to,
 in connection with, arising out of, or in any way related to this Agreement
 or the services provided hereunder shall be resolved by a federal court
 having jurisdiction over such controversy or claim. The parties hereto hereby
 consent to the jurisdiction and venue of the Federal District Court for the
 Northern District of Illinois. The parties to this Agreement, and any
 and all successors and assigns thereof, hereby waive trial by jury, such
 waiver being informed and freely made. The foregoing is binding upon the
 parties to this Agreement and any and all successors, affiliates and assigns
 and thereof.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 As
 to the services that EXAM has requested and RLS has agreed to provide as set
 forth in this Agreement, the total aggregate liability of RLS under this
 Agreement to EXAM and its successors and assigns, whether such liability is
 based on breach of contract, tort, strict liability, breach of warranties,
 failure of essential purpose or otherwise, shall be limited to the actual
 damages incurred by EXAM or its successors or assigns not to exceed any
 amount actually paid by EXAM to RLS hereunder. In no event will RLS or any of
 its affiliates be liable to EXAM or its successors or assigns for
 consequential, incidental, indirect, punitive, or special damages, including
 loss of profits, data, business, or goodwill (collectively, “Excluded
 Damages”), regardless of whether Excluded Damages or liability is based upon
 breach of contract, tort, failure of essential purpose or any other basis,
 even if advised of the likelihood of such damages.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 13.

 	
 Governing
 Law: This Agreement
 shall be governed by and construed in accordance with the laws of the State
 of Illinois, without giving effect to principles of conflicts of laws.

 
	
  

 	
  

 	
  

 
	
  

 	
 14.

 	
 Severability: Any provision of this Agreement that
 shall be determined to be invalid or unenforceable in any jurisdiction shall,
 as to such jurisdiction, be ineffective to the extent of such prohibition or
 unenforceability without invalidating the remaining provisions hereof or
 affecting the validity or enforceability of such provision in any other
 jurisdiction.

 



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 15.

 	
 Notices: All notices required or permitted to be
 delivered under this Agreement shall be in writing and shall be sent to the
 addresses set forth below or to such other name, address or facsimile number
 as each party may provide by like notice to the other parties in writing. All
 notices under this Agreement shall be deemed delivered (a) upon confirmation
 of receipt of a facsimile transmission or (b) confirmed delivery by a
 standard overnight carrier or by hand, addressed to the respective parties at
 the following addresses:

 






	
  

 	
  

 
	
 If to RLS, to:

 
	
  

 
	
  

 	
 Brian Bastedo

 
	
  

 	
 200 S Wacker Suite 3100

 
	
  

 	
 Chicago, IL 60647

 
	
  

 	
 Tel: (312) 674-4572

 
	
  

 	
  

 
	
 If to EXAM, to:

 
	
  

 	
  

 
	
  

 	
 Miguel
 Fernandez de Castro

 Chief Financial Officer
ExamWorks,
 Inc
3280 Peachtree Road

 Suite 2625

 Atlanta, GA 30305

 Office 404-952-2417

 
	
  

 	
  

 
	
  

 	
 Please confirm that the
 foregoing is in accordance with our understanding by signing and returning to
 RLS the enclosed duplicate of this letter and a non-refundable deposit of
 $5,000 that will applied to the total bill; whereupon it shall constitute an
 agreement binding upon RLS and EXAM.

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Very Truly Yours,

 
	
  

 	
  

 	
  

 
	
  

 	
 RedRidge Lender Services, LLC

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	
 Brian Bastedo

 	
  

 






Accepted and agreed as of

__________, 2010


Exam Works Inc.


	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 






	
  

 	
  

 	
  

 
	
 Name:

 	
  

 	
  

 






	
  

 	
  

 	
  

 
	
 Its:

 	
  

 	
  

 


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