Exhibit 10.15 


CONSULTING
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. (“Consultant”)
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 Exam Works, Inc. (“Exam
Works”), Exam Works NJ, LLC, CFO and certain shareholders of CFO set forth
therein, including Consultant; and


          WHEREAS,
CFO is engaged in the business of, among other things, providing administrative
support and related non-medical services to physicians in connection with the
provision by the physicians of certain independent medical examination (“IME”)
for insurance companies, attorneys and other third parties (the “IC Services”)
requesting such IC 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 who
are qualified and capable of providing the IC Services and is willing and able
to make available its network of Clients to such physicians, and the IC
Services of such physicians to its network of Clients; and


          WHEREAS,
CFO intends to engage Consultant to provide certain Consulting Services (as
defined below) to CFO, given Consultant’s experience and expertise in the
operation and management of IME businesses, and Consultant intends to provide
such Consulting Services to CFO.


          NOW,
THEREFORE, in reliance on the foregoing representations, incorporated herein by
this reference, CFO and Consultant, 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 engages Consultant to provide certain
consulting services as further described below (“Consulting Services” or the
“Services”) to CFO, Exam Works and other ME entities affiliated, directly or
indirectly, with CFO or ExamWorks (“Affiliates”), as may reasonably be
requested by CFO or ExamWorks, at such times and locations as shall be mutually
convenient to the parties. The Consulting Services to be performed by
Consultant hereunder shall include, but shall not be limited to:


                    (a)
providing continuing strategic advice and counsel related to the business and
other operational matters that Consultant was involved in while retained
previously by CFO;






                    (b)
assisting in an effective transition of CFO’s management responsibilities,
operations, and customer and supplier relationships following the consummation
of the merger under the Merger Agreement;


                    (c)
assisting in the training of licensed physicians or other qualified medical
personnel who provide IC Services to Clients generally with respect to such IC
services; provided, however, that nothing herein shall be construed to permit
or allow training with respect to professional medical services;


                    (d) providing continuing sales and marketing
services, including leading of seminars and participating in sales meetings, on
behalf of CFO, ExamWorks and their Affiliates;


                    (e)
providing advice and counsel related to the future acquisitions by ExamWorks of
other IME entities; and


                    (f)
otherwise providing advice and counsel related to the business strategies of
and assisting with the management and operations of CFO, ExamWorks or their
Affiliates.


          2.
GOOD STANDING. Consultant agrees that he is duly licensed, board-certified,
and in good standing as a physician in the states of New York, New Jersey and
Colorado.


          3.
FEES. In exchange for the Consulting Services that Consultant shall
provide CFO, Exam Works or their Affiliates pursuant to Section 1(b),
Consultant shall be paid a consulting fee at an hourly rate of Five Hundred
Dollars ($500) for Consulting Services actually and professionally performed by
Consultant, to include travel time outside a thirty (30)-mile radius from CFO’s
principal place of business at 1500 Pleasant Valley Way, West Orange, NJ 07052
in connection with the performance of such Consulting Services, which fee shall
not exceed Four Thousand Dollars ($4,000) in any calendar day (“Consulting
Fee”). The Consulting Fee shall be paid to Consultant on a monthly basis upon
presentation of a monthly invoice detailing the time spent and the specific
Consulting Services performed by Consultant during the preceding month.
Consultant shall also be reimbursed for any reasonable out-of-pocket business
expenses incurred by Consultant in connection with the performance of his
Consulting Services; provided, however, that any out-of-pocket business
expenses in excess of One Thousand Dollars ($1000) shall require prior approval
by CFO or Exam Works.


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          4.
INDEMNIFICATION/REMEDIES. (a) Consultant 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
Consultant’s performance under this Agreement, (ii) any breach by
Consultant of the terms and conditions of this Agreement, and/or (iii) any
negligence, intentional wrongdoing or bad faith on the part of Consultant. In
the event any action, suit or proceeding is brought against any member of the
CFO Group and Consultant is required to provide indemnification pursuant to and
in accordance with this Paragraph 4, then Consultant shall, at the option
of Consultant, 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 Consultant, Consultant shall indemnify the CFO Group for any penalties
imposed on any member or members, as the case may be, of the CFO Group.
Consultant acknowledges and agrees that monetary damages would be inadequate to
compensate CFO for any breach or threatened breach by Consultant of its
covenants and agreements set forth in this Agreement. Accordingly, Consultant
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.


          5.
CONDUCT. The parties shall conduct themselves, at all times, in accordance
with the highest standards of conduct and responsibility applicable to this
industry and the Services to be provided by consultant hereunder.


          6.
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 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 and is
specifically not part of CFO’s business.


                    (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 Consultant and CFO and that this is not a
joint venture, partnership or the like between Consultant and CFO.


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                    (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 Consultant hereunder any
of the following: FICA (Social Security), federal unemployment insurance, state
or federal income taxes, state disability insurance, state unemployment
insurance, workers’ compensation insurance charges or premiums, or any other
withholding pursuant to any law or requirement of any governmental body
relating to Consultant (“Withholdings”). Consultant 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 Consultant. Consultant 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 Consultant 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)
Consultant and CFO shall each be solely and independently responsible for
(i) their own employment obligations, and (ii) the acts or omissions
of their employees.


          7.
CONFIDENTIALITY. (a) Consultant acknowledges and agrees that any and all
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
Consultant in any way adverse to CFO or the Client’s interests. Any such information
will not be used by Consultant 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.


                    (b)
Consultant 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). Consultant agrees that any such records or
information to which Consultant 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 Consultant in any way adverse to CFO’s interests. Any such
information will not be used by Consultant 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 7 shall survive the termination or expiration of this
Agreement for any reason.


          8.
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.


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                    (b)
Consultant 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.). Consultant shall similarly enter
into and abide by the terms of the “HIPAA Addendum” attached hereto as
Schedule A.


          9.
USE OF NAME. Consultant agrees that except as needed to perform Services
requested of Consultant under the terms of this Agreement, Consultant 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.


          10.
NON-SOLICITATION. (a) Consultant 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 Consultant or any other individual or entity.


                    (b)
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.


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


          11.
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.


          12.
BREACH OF AGREEMENT. In the event of an actual or threatened breach by
either party of Paragraphs 7, 8, 9, 10 or 11 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.


          13.
NOTIFICATION OF CHANGE OF STATUS. Consultant will promptly notify CFO if
his/her license as a physician in the state of New York, New Jersey or Colorado
is suspended or revoked.


          14.
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 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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          15.
DISPUTES. (a) Except as may be necessary to enforce the provisions of
Paragraphs 7, 8, 9, 10 or 11 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
Consultant 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 7, 8, 9, 10 or 11 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.


          16.
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 16(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 Consultant during the
Initial Term and (ii) upon renewal of the Initial Term, by either party at
any time thereafter.


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                    (c)
This Agreement shall automatically terminate, at the election of CFO, upon the
occurrence of one or more of the following events: (i) Consultant’s
license to practice medicine in any jurisdiction is revoked, suspended or
limited for a period in excess of thirty (30) days; (ii) Consultant’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) Consultant’s material breach of any term, covenant or
condition of this Agreement; (iv) Consultant’s failure to discharge
Consultant’s duties to the reasonable satisfaction of CFO; (v) Consultant
is found guilty of a crime of moral turpitude; (vi) Consultant’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 Consultant; or (ix) Consultant’s inability to work with other independent contractors or
employees of CFO, which inability shall be determined in the sole discretion of
CFO.


          17.
HEADINGS. The headings of this Agreement shall have no legal
significance and are used solely for the identification of particular paragraphs.


          18.
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).


          19.
MODIFICATION. This Agreement may only be modified or waived in writing;
there shall be no waiver or modification by conduct.


          20.
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 Exam Works, Inc., Attn: Michael J. Bendit

 
	
  

 	
 1500 Pleasant Valley Way, Suite 301

 
	
  

 	
 West Orange, NJ 07052

 
	
  

 	
  

 
	
 To Consultant

 	
 Edward M. Decter, M.D.

 
	
  

 	
 46 Sullivan Drive

 
	
  

 	
 West Orange, NJ 07052

 


          21.
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.


          22.
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.


          23.
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.


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          24.
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.


          25.
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.


          26.
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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          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
indicated above. 


	
  

 	
  

 	
  

 	
  

 
	
 WITNESS:

 	
  

 	
  

 	
 CONSULTANT

 
	
  

 	
  

 	
  

 	
  

 
	
 /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

 


(Signature Page to
Consulting Agreement)





SCHEDULE
A


HIPAA
ADDENDUM


See attached.





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. §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.


          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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          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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          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.


	
  

 	
  

 
	
 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 


-3-







Agreement. All other terms, conditions and covenants
set forth in the Agreement and not expressly modified herein shall remain in
full force and effect.



[SIGNATURE PAGE
FOLLOWS]


-4-





          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

 	
  

 	
  

 	
 /s/ Pauline Murano

 
	
 Name: Greg Decter

 	
  

 	
  

 	
 Name: Pauline Murano

 
	
 Title: VP Operations

 	
  

 	
  

 	
 Title: General Manager

 


(Signature Page to HIPAA
Addendum Consulting Agreement)