Exhibit 10.18(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 Steven G. Robbins,
M.D. (“Physician”) of 121 Overleigh Road, Bernardsville, NJ 07924.


          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 and New Jersey; 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.



IC Initials_____________


1






CONFIDENTIAL


          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.


          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.


          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.


          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.


IC Initials_____________


2






CONFIDENTIAL


                    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 CFQ. 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.


                    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.


                    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.


          FEES.
(b) 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.


                    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).


                    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.


IC Initials_____________


3






CONFIDENTIAL


                    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.


          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.


          COSTS
OF PERFORMANCE. (c) 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.


                    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.


IC Initials_____________


4






CONFIDENTIAL


                    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.


          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.


          INDEMNIFICATION/REMEDIES.
(a) 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,


IC Initials_____________


5






CONFIDENTIAL


          EXAMINATION
REPORTS. (d) 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.


                    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.


                    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).


                    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.


          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.


          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.



IC Initials_____________


6





CONFIDENTIAL



          INDEPENDENT CONTRACTOR.





                    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.


                    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.


                    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.


                    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.


          CONFIDENTIALITY.
(e) 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.


IC Initials_____________


7






CONFIDENTIAL


                    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.


                    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.


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


          HIPAA.
(f) 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.


                    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.


          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.


          NON-COMPETE/NON-SOLICITATION.
(g) 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)”).


IC Initials_____________


8






CONFIDENTIAL


                    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.


                    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.


                    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.


                    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.


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


          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.


          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.


          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.


          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.


IC Initials_____________


9






CONFIDENTIAL


          DISPUTES.
(h) 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.


                    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 ouch matters.


                    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.


                    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.


                    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.


          TERM.
(i) 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.


                    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.


IC Initials_____________


10






CONFIDENTIAL


                    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.


                    In
the event this Agreement is terminated by either party for any reason,
Physician agrees, at the election of CFO, (i) to honor all terns 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.


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


          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).


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


          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. Bandit

 
	
  

 	
 1500 Pleasant Valley Way,
 Suite 301

 
	
  

 	
 West Orange, NJ 07052

 
	
  

 	
  

 
	
 To Physician:

 	
 Steven G. Robbins, M.D.

 
	
  

 	
 121 Overleigh Road

 
	
  

 	
 Bernardsville, NJ 07924

 



IC Initials_____________



11






CONFIDENTIAL


          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,


          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.


          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.


          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.


          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.


          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]


IC Initials_____________


12






CONFIDENTIAL


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


	
  

 	
  

 	
  

 
	
 WITNESS:

 	
  

 	
 PHYSICIAN:

 
	
  

 	
  

 	
  

 
	
 /s/ Greg Decter

 	
  

 	
                      /s/ Steven G. Robbins,
 M.D.

 
	 

 	
  

 	 

 
	
      Name: Greg Decter

 	
  

 	
 Name: Steven G. Robbins, M.D.

 
	
  

 	
  

 	
  

 
	
 ATTEST:

 	
  

 	
 CFO MEDICAL SERVICES, INC.

 
	
  

 	
  

 	
  

 
	
 /s/ Greg Decter

 	
  

 	
                      /s/ Pauline Murano

 
	 

 	
  

 	 

 
	
 Name: Greg Decter

 	
  

 	
 Name: Pauline Murano

 
	
 Title:   VP Operations

 	
  

 	
 Title:   General Manager

 



IC Initials_____________






CONFIDENTIAL


SCHEDULE A


FEES



IC Initials_____________






CONFIDENTIAL


SCHEDULE B


SERVICE REQUIREMENTS


See attached.


IC Initials_____________






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.

 


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,

 


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:


IC Initials_____________


1






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.

 


IME Re-Exam
– A Re-exam may be required at the request of the Client in order to prepare a
final impression. Physician understands that the following requirements must be
met for the medical record review report to be considered complete:


	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 In conjunction with the
 initial report of findings, review the additional medical records/films (if
 applicable) and cover letter.

 
	
  

 	
  

 	
  

 
	
  

 	
 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, 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.

 


Poor Review
– A review of another physician’s treatment plan and the appropriateness of
fees for services may be requested.


	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Corroborate all the
 information provided by reviewing the medical records, bills and cover
 letter, and generate an expert opinion.

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

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

 


DISBURSEMENT
TERMS


Fees
for services provided will be disbursed by CFO, on behalf of the Client, to
Physician in the month following that for which the fee is earned (see Service
Requirements paragraphs 1, 2, 3, 4 and 5). Checks will be issued between
the twentieth (20th) and thirtieth (30th) of each month.



IC Initials_____________


2






CONFIDENTIAL


Fees
for all legal services (Court Appearances, Video Testimony, Arbitration,
Discovery Depositions, Attorney Conferences, etc.) will be disbursed to
Physician in the month following that in which CFO receives payment from its
Client.


	
  

 	
  

 
	
  

 	
 1)     ______________________

 
	
  

 	
 Physician
 Initials

 



IC Initials_____________


3






CONFIDENTIAL


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


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 BY:

 	
 /s/ Steven G. Robbins, M.D.

 	
  

 	
 July

 	
        14       , 

 	
 2008

 
	
  

 	 

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
         Physician Signature

 	
  

 	
  

 	
 Date

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 BY:

 	
 Steven G. Robbins, M.D.

 	
  

 	
  

 	
  

 	
  

 



IC Initials_____________






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 Steven G. Robbins, 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. § 164. 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.


(j)
“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.


2. PERMITTED USES AND DISCLOSURES OF
PROTECTED HEALTH INFORMATION.


(a) Compliance. The Parties
agree to comply with the relevant Privacy Regulations as may be modified from
time to time,


(b)
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
it done by a Covered Entity.


IC Initials_____________


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.


	
  

 	
  

 	
  

 
	
 3.

 	
 RESPONSIBILITIES OF THE PARTIES WITH RESPECT TO PHI.

 
	
  

 	
  

 
	
 (a)

 	
 Obligations And
 Activities of IC.

 
	
  

 	
  

 
	
  

 	
 (i)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 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,

 
	
  

 	
  

 	
  

 
	
  

 	
 (vi)

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 (vii)

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 (viii)

 	
 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. §164.526.

 
	
  

 	
  

 	
  

 
	
  

 	
 (ix)

 	
 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,

 



IC Initials_____________


2






CONFIDENTIAL


	
  

 	
  

 	
  

 
	
 (b)

 	
 Obligations of CFO.

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 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.

 
	
  

 	
  

 	
  

 
	
 4.

 	
 Term And Termination.

 
	
  

 	
  

 
	
  

 	
                     (a)
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
                     
 (b) 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;

 
	
  

 	
  

 	
  

 
	
  

 	
 (1)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (2)

 	
 Immediately terminate
 the Agreement and this Addendum.

 
	
  

 	
  

 	
  

 
	
  

 	
                     
 (c) 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.

 
	
  

 	
  

 	
  

 
	
 (d)

 	
 Obligations of the IC upon Termination or Non-Renewal.

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 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.

 



IC Initials_____________


3






CONFIDENTIAL


	
  

 	
  

 	
  

 
	
 5.

 	
 Miscellaneous.

 
	
  

 	
  

 	
  

 
	
  

 	
           (a)
 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.

 




IC Initials_____________


4






CONFIDENTIAL


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


	
  

 	
  

 	
  

 
	
 WITNESS:

 	
  

 	
 PHYSICIAN:

 
	
  

 	
  

 	
  

 
	
 /s/ Greg Decter

 	
  

 	
          
       /s/ Steven G. Robbins,
 M.D.

 
	 


 	
  

 	 

 
	
      Name: Greg Decter

 	
  

 	
 Name: Steven G. Robbins, M.D.

 
	
  

 	
  

 	
  

 
	
 ATTEST:

 	
  

 	
 CFO MEDICAL SERVICES, INC.

 
	
  

 	
  

 	
  

 
	
 /s/ Greg Decter

 	
  

 	
       
          /s/ Pauline Murano

 
	 

 	
  

 	 

 
	
 Name: Greg Decter

 	
  

 	
 Name: Pauline Murano

 
	
 Title:   VP Operations 

 	
  

 	
 Title:    General Manager

 
	
  

 	
  

 	
  

 
	
 $66530_5

 	
  

 	
  

 



IC Initials_____________