Exhibit 10.2
 VIRTUAL RADIOLOGIC PROFESSIONALS
INDEPENDENT PHYSICIAN AGREEMENT
         1. Provision of Services; Payments
 Provision of Services
 Payment for Services
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Licensing and Credentialing Fees
 2. Professional Qualifications and Physician Independence
 Professional Qualifications and Obligations
 Reporting Requirements
 Clinical Privileges; License Applications
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Medicare Identification and Qualification
 Compliance with Professional Standards
 Reports
 Independent Contractor
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Obligation to Update
 Policies and Procedures
 Information Requirements; Privileges
 Additional Information; References
 3. Financial Arrangements
 Exclusive Billing
 Taxes; No Withholdings, Benefits
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4. Patient Records and Information
 Patient Records and Patient Information
 Access to Books and Records
 5. Equipment
 Equipment
  (i)
    
    HIPAA compliant computer equipment (Practice
Equipment) suitable for Physician to perform the Services;(ii)
    
    installation and setup instructions for the
Practice Equipment and reasonable technical assistance thereafter; and(iii)
    
    necessary patches, upgrades, and instructions
required to maintain, the security, operation, and HIPAA compliance, of
the Practice Equipment.
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(i)
    
    obtain a primary and secondary network access connection
meeting the requirements specified by Practice, provided that Practice shall
reimburse Physician for the portion of the primary network connection as
specified in Exhibit A;(ii)
    
    set-up and install the Practice Equipment according to the
instructions provided by Practice;(iii)
    
    follow Practices direction regarding maintenance and
operation of the Practice Equipment; and(iv)
    
    maintain the Practice Equipment in good order and repair and
replace (at Practices cost) the Practice Equipment or any part of it that
becomes worn out or obsolete. In addition, Physician is solely responsible for
any physical damage to the Practice Equipment that occurs on Physicians
premises or otherwise while in Physicians control.
 Procedures for HIPAA Compliance
 System Access
 6. Term and Termination
 Initial Term and Renewal
 Termination; Suspension
 Termination Without Cause
 Termination for Cause
 Automatic Suspension
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(i)
    
    failure, following reasonable notice by
Practice, of Physician to obtain reinstatement of Physicians License
to practice medicine in any state or Territory of the United States;(ii)
    
    Physicians Clinical Privileges with Clients
are terminated, limited or restricted in any manner if, in Practices
sole discretion, such termination, limitation or restriction would
materially affect;(iii)
    
    Physician fails to comply with any requirement under Section 2.1;(iv)
    
    Physician becomes ineligible for continued
malpractice insurance coverage pursuant to Article 7;(v)
    
    Physician is convicted upon trial or plea of
the commission of any felony or of the commission of a misdemeanor
related to the delivery of health care services or a moral turpitude;(vi)
    
    Physician is excluded or debarred from
participation in any federally- funded health care program, including
the Medicare or Medicaid programs, with the exception of ineligibility
based solely on Physicians geographic location;(vii)
    
    Physicians disability. For the purpose of
this Section, disability means the inability of Physician to provide
Services by reason of Physicians illness or other physical or mental
impairment or condition continuing for a period of thirty (30) calendar
days; or(viii)
    
    If, in the reasonable judgment of Practices Medical Director, after
consultation with Practices Quality Assurance Officer or Quality
Assurance Committee, Physician (i) has failed to comply with the
requirements of Section 2.5 and (ii) such failure had or may have had
an adverse impact on patient care.
 Termination Coinciding with Termination of Physicians Employment Agreement with
Virtual Radiologic Corporation
 Consequences of Termination
 Return of Property and Confidential Information
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7. Insurance
 Professional Liability Coverage
 Tail Coverage
 Separate Insurance
 8. Confidentiality and Prohibition Against Competition
  9. Warranties, Indemnification and Limitation on Damages
 Disclaimer of Warranties
 Indemnification
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Limitation of Liability
 10. Miscellaneous
 Force Majeure
 Amendment
 Assignment
 Successors and Assigns
 Waiver
 Severability
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Governing Law, Arbitration
 Counterparts
 Notices
 Equitable Relief
 Entire Agreement
 Services Provided Prior to Effective Date
 Survival
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VIRTUAL RADIOLOGIC
PROFESSIONALS, LLC,
    
    
    
    EDUARD MICHEL, M.D., PH.D.,a Delaware limited liability companyBy:
    
    /s/ Eduard Michel, M.D., Ph.D.
    
    
    
    By:
    
    /s/ Eduard Michel, M.D., Ph.D.Eduard Michel, M.D., Ph.D., President
    
    
    
    
    
    Eduard Michel, M.D., Ph.D.Date:
    
    July 30, 2009

    
    
    
    Date:
    
    July 30, 2009Address:
    
    
    
    Address:11995 Singletree Lane, Suite 500
    
    
    
    11995 Singletree Lane, Suite 500Minneapolis, MN 55344
    
    
    
    Minneapolis, MN
55344
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EXHIBIT A
COMPENSATION AND COVERAGE PERIODS
 I. Compensation
 th th
   II. Coverage Periods; Start Date
 Coverage Periods
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EXHIBIT B
STATES
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EXHIBIT C
REPORTING TIMES
  (i)
    
    For ER coverage, all requested Preliminary Interpretations as promptly as
reasonably possible, ordinarily within 30 minutes following receipt of all relevant
images and history.(ii)
    
    For ER coverage, all requested Final Interpretations as promptly as reasonably
possible, ordinarily within 30 minutes following receipt of all relevant images and
history; provided in the event Physician cannot reasonably render a Final
Interpretation within such time, Physician will render a Preliminary Interpretation
within 30 minutes and thereafter furnish a Final Interpretation as promptly as
reasonably possible, and in any case not longer than 24 hours.(iii)
    
    For non-ER coverage, all requested Final Interpretations within 24 hours
following receipt of all relevant images and history; provided that, Physician will
render Final Interpretations within 2 hours following receipt for customers designated
by Practice.
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