**Exhibit  10.29.1**

**Lanier  Healthcare, LLC  2300 Parklake Drive NE  Atlanta, Georgia 30345**

December 22, 2000

Mr. Dennis Mahoney   310 Waterfield Court   Alpharetta, Georgia 30022

Dear Dennis:

I am pleased to offer you  the position of Chief Executive Officer for Lanier Healthcare, LLC (the “Company”).  Below are the general terms and conditions of our offer.

**BASE  SALARY**

Your base salary, on an  annualized basis, will be $225,000.00 to be paid in accordance with the Company’s  regular payroll process and procedures during your employment and will be subject  to all applicable withholdings. In addition, you will receive a signing bonus  from the Company of $25,000 within 30 days of the closing of Platinum Equity’s  purchase of Lanier Healthcare. If you voluntarily terminate your employment  with the Company or your employment is terminated for Cause within one year  of your hire date, you will be required to repay this amount in full.

**ADDITIONAL  COMPENSATION**

You will be eligible to  participate in an incentive bonus plan under which you may earn up to $100,000  in bonus. Your incentive bonus will be based upon the achievement of certain  performance objectives and criteria to be established within the first 90 days  of your employment.

**VACATION**

You will be entitled to  four weeks of paid vacation annually.

**BENEFITS**

You and your qualified dependents  will be eligible for coverage under our health insurance programs, which provide  medical, dental and visions benefits. In addition, the Company provides life  insurance, accidental death and dismemberment insurance, short term and long  term disability benefits and travel accident insurance. After one month of service,  you will be able to enroll in the one of the Company’s 401(k) savings plan.  Shortly, you will receive by mail an enrollment package and an explanation of  these benefits. Your monthly country club membership dues will continue to be  paid by the Company to the same extent that they were paid for by Lanier Worldwide.

In addition, at the time  the Company creates a phantom stock option plan, you will be eligible to participate  in such plan under which the total amount of options granted to you will equal  2.5% of the Company’s outstanding shares on a fully diluted basis.

----

**AT WILL  EMPLOYMENT**

Your employment with the  Company is at will, and either you or the Company may terminate your employment  at any time with or without Cause (hereinafter defined) by giving the other  two weeks' notice. Notwithstanding the above, the Company may terminate this  Agreement immediately if you are involved in any one of the following ("Cause"):  (i) any action which constitutes willful dishonesty or deliberate injury to  the Company or any of its affiliated companies (the “PEH Group”),  or (ii) any criminal conduct, or (iii) a violation of or other failure by you  to perform your obligations or responsibilities.

**SEVERANCE**

In the event that either:  (a) the Company terminates your employment without Cause or (b) you terminate  your employment for Good Reason (hereinafter defined), the Company shall pay  to you an amount equal to twelve months of your then current base salary. As  used in this agreement, “Good Reason” shall mean the assignment to  you of duties, position or status inconsistent with and of lower rank than those  held or performed by you as of the date of this agreement.

Any payment made by the  Company pursuant to this section of this agreement shall (a) include the accrued  but unused vacation that you have accrued through the your termination date,  (b) be subject to and reduced by all necessary and appropriate withholdings  and deductions, and (c) be contingent upon your executing a mutually acceptable  release of the Company and its affiliates.

**RETURN  OF MATERIALS**

Upon termination of your  employment with the Company for any reason, you agree to return immediately  to the Company all documents, property, software, materials, information and  other records of the PEH Group, and all copies thereof, within your possession,  custody or control, including but not limited to any materials containing trade  secrets or confidential information of the PEH Group.

**TRADE  SECRETS/CONFIDENTIALITY**

You agree not to disclose  any trade secrets or confidential information of the PEH Group to anyone else  and to hold this information in confidence and use it solely on a need -to-know  basis in the course of performing services for the PEH Group. Except in the  performance of services for the PEH Group, you will not reproduce, distribute,  transmit, reverse engineer, decompile, disassemble, or transfer, directly or  indirectly, in any form, or for any purpose, any trade secrets or confidential  information of the PEH Group. The obligations of this paragraph shall continue  during the term of your employment with the Company and (i) with respect to  trade secrets, for so long as such information constitutes a trade secret under  applicable law, and (ii) with regard to confidential information, for a period  of three (3) years after termination of employment for any reason. As used in  this letter, "trade secrets" mean information of the PEH Group, its licensors,  suppliers, customers, or prospective licensors or customers, which include technical  or non technical data, formulas, patterns, compilations, programs, devices,  methods, techniques, drawings, processes, financial data, financial plans, product  plans, and a list of actual or potential customers or suppliers, which are held  in confidence by the PEH Group and have economic value, actual or potential,  from not being generally known to, and not being readily ascertainable by proper  means by others. As used herein, "confidential information" means information,  other than trade secrets, that is of value to the PEH Group and is treated as  confidential. In addition to the foregoing, you agree to comply with the terms  of all applicable PEH Group policies and procedures for employees.

**NON-SOLICITATION**

You agree that for a period  of twelve (12) months immediately following termination of your employment with  the Company for any reason, (i) you will not on behalf of any direct competitor  of the PEH Group call upon, contact or solicit any client or customer of the  PEH Group with whom you had contact within six (6) months preceding your last  day of employment with the Company; and (ii) you will not call upon, solicit,  recruit, or assist others in calling upon, recruiting or soliciting any person  who is or was an employee of the PEH Group within the six (6) months immediately  preceding your last day of employment with the Company, in an attempt to have  such person work in any other  corporation, association, or entity or business engaged in the business of the  same kind as offered by the PEH Group.

----

**INTELLECTUAL  PROPERTY**

You agree that all materials,  information, plans, and other works of authorship created or developed by you  during the course of your employment by the Company and on behalf of the Company  ("Employee Works") will be owned solely and exclusively by the Company and constitute  works made for hire. In this regard, you also assign to the Company or its designee  all worldwide rights, including all copyrights, patent rights, trade secrets,  confidential and proprietary information rights, moral rights, and other property  rights in and to the Employee Works. You also agree to perform, during or after  your employment, such further acts as are reasonable and as may be necessary  or desirable to transfer, perfect or defend the Company or its designee's ownership  of the Employee Works as reasonably requested by the Company.

**EXISTING  AGREEMENT VIOLATION**

You warrant to the Company  that your employment by the Company does not violate any existing agreement  between you and any third party, nor will your employment with the Company constitute  a violation of any confidentiality or nondisclosure agreement.

**GENERAL**

You agree that the provisions  of this letter are severable; and, if any portion thereof shall be declared  unenforceable, the same shall not affect the enforceability of all other provisions  hereof. It is the intent of the parties to this letter that if any portion of  this letter contains provisions which are held to be unreasonable, then in such  event, a court shall fix the terms of such agreement or shall enforce the terms  and provisions hereof to the extent deemed reasonable by the court.

This letter and the terms  and conditions hereof are to be construed, governed and interpreted in accordance  with the laws the State of California, without giving effect to its conflict  of law principles.

Sincerely,

Philip Norment

**AGREED TO AND ACCEPTED:**

__________________________  Dennis Mahoney

__________________________  Date

----

| **Lanier        Healthcare, LLC        6 Concourse Parkway #2250         Atlanta, GA 30328**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| July      1, 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Mr.      Dennis Mahoney       1645 Riparian Dr.       Naperville, IL 60565                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|      Dear      Dennis:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Please      refer to December 22, 2000 offer letter (the “Offer Letter”) from      Lanier Healthcare, LLC (the “Company”). In connection with the      closing of the purchase of the Company by MedQuist, in consideration of      the mutual promises set forth herein, we have mutually agreed to amend certain      of the terms set forth in your offer letter as set forth in this letter      agreement. Effective immediately, the Offer Letter is amended as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 1.   | Your title      in the first paragraph shall be changed to be Sr. Vice President of MedQuist      Inc.        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 2.   | The paragraph      entitled BASE SALARY is amended by changing the annualized basis salary      to $185,000 and by deleting the second and third sentences.        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 3.   | The paragraph      entitled ADDITIONAL COMPENSATION is deleted in its entirety and replaced      with the following:        |
| You      will be eligible to participate in the MedQuist annual short-term bonus      plan for senior vice president’s in an amount of up to 30% of your      base salary subject to the terms and conditions of that plan. The earnings      per share threshold for 2002 shall be $1.36. In addition, you will be entitled      to an annual retention bonus of $30,000 payable on June 30, 2003, June 30,      2004 and June 30, 2005. As a condition to payment of the retention bonus,      you must have been employed with the Company or MedQuist in a full time      capacity in a position of substantially equivalent or greater responsibility      for each yearly period in which payment is to be made. However, if you are      terminated without cause prior to June 30, 2005, the Company will pay you      a pro rated portion of any unpaid retention bonus based upon the number      of days worked through the date of termination.        |
| In      addition to the above, subject to the approval of the MedQuist Inc. Compensation      Committee, you shall be entitled to a grant of an option to purchase 25,000      shares of the common stock, no par value, of MedQuist Inc. at an exercise      price equal to the closing price of MedQuist Inc. (as quoted on the Nasdaq      Stock Market) shares on the date of this Agreement. The right to exercise      such options shall vest 20% per year and shall otherwise be subject to the      terms of the MedQuist Inc. 1992 Stock Option Plan for Key Employees and      a separate Stock Option Agreement.                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 4.   | The paragraphs      entitled VACATION and BENEFITS are deleted in their entirety and replaced      with the following:        |
| So      long as the Company maintains separate benefit plans from MedQuist, you      will continue to be entitled to the same health and welfare benefits as      you were on the date hereof subject to such changes to its plans as the      Company may make from time to time in its discretion. The Company will not      reimburse you for country club dues. As reimbursement for business use of      an automobile you will be entitled to a car allowance in the amount of $500      per month. The company will continue to be responsible for your normal reasonable      commuting costs including an apartment in Atlanta, which in total costs      approximately $1,000 per month.                                                                                                                                                                                                                                                                      |
| At      such time as benefit plans of the Company are replaced with the MedQuist      plans, you will be eligible to participate in all health and welfare, savings,      vacation and other benefit plans generally available to other senior vice      presidents of MedQuist as in effect from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

----

|   | 5. | The paragraphs entitled        “TRADE SECRETS/CONFIDENTIALITY”, “NON-SOLICITATION”        ANDINTELLECTCUAL        PROPERTY” are deleted in their entirety. In consideration of your        continued employment with the Company and the stock option grant referenced        herein, you have agreed to the terms of the attached Confidentiality and        Non-Solicitation Agreement.          |
|--------|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 6. | The Offer Letter and      the terms and conditions thereof, as amended hereby, shall be construed,      governed and interpreted in accordance with the laws of the State of New      Jersey without giving effect to its conflict of law principles. Except as      expressly modified by this letter, the Offer Letter is in all respects,      confirmed, ratified and approved.                                              |

 

Very truly yours,

_________________________  David A. Cohen, CEO

AGREED TO AND ACCEPTED:

__________________________  Dennis Mahoney

Date:   __________________

----