Exhibit
  10.29.2

CONFIDENTIALITY
  AND NON-SOLICITATION AGREEMENT



This Agreement ("Agreement") is entered into as of July 1, 2002 by and between MedQuist Transcriptions, Ltd., a New Jersey corporation ("Company") and Dennis
  M. Mahoney, a resident of Naperville, Illinois ("Employee").




BACKGROUND

The Company has a legitimate
    business interest in protecting its proprietary and confidential information
    and has implemented a policy that all of its employees and agents having access
    to such information should be bound by the terms of a Confidentiality Agreement.
    Employee understands that the protection of such confidential information
    indirectly benefits Employee. NOW, THEREFORE, in consideration
    of good and valuable consideration the receipt of which is hereby acknowledged,
    and intending to be legally bound, the parties hereto agree as follows: 1.  Confidentiality


(a) Employee acknowledges that Employee has had and shall continue to have access
  to confidential and proprietary information of the Company and its affiliates
  not available to the public or in the public domain, including, without limitation,
  proprietary software, trade secrets, Developments (as defined below) plans for
  future developments, information about costs, profits, markets, sales, products,
  services, product volume, key personnel, pricing policies, operational methods,
  technical processes and other business affairs and methods (collectively "Confidential
  Information"). Employee covenants and agrees that, except as required by Employee's
  duties to the Company, Employee will keep secret and treat as trade secrets
  all Confidential Information of the Company and will not, directly or indirectly,
  either during the term of Employee's engagement with the Company or thereafter,
  disclose or disseminate to anyone or make use of, for any purpose whatsoever,
  any Confidential Information, and upon termination of Employee's engagement
  with the Company, will promptly deliver to the Company all tangible objects
  containing Confidential Information (including all copies thereof, whether prepared
  by Employee or others) which Employee may possess or have under Employee's control.




(b) Employee acknowledges that the Company has a legitimate business interest
  in protecting the Confidential Information. By reason of the foregoing, Employee
  consents and agrees that if Employee violates any of the provisions of this
  Agreement, the Company would sustain irreparable harm and, therefore, irrevocably
  and unconditionally




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agrees that in addition to any other remedies which the Company
  may have under this Agreement or otherwise, all of which remedies shall be cumulative,
  the Company shall be entitled to apply to any court of competent jurisdiction
  for preliminary and permanent injunctive relief and other equitable relief.

(c) Employee agrees that the Company may provide a copy of
    this Agreement to any business or enterprise which Employee may directly or
    indirectly own, manage, operate, finance, join, control or with which Employee
    may be connected with as an officer, director, employee, partner, principal,
    agent, representative, consultant or otherwise, or in connection with which
    Employee may use or permit Employee's name to be used. (d) Employee acknowledges that all work performed by Employee
    for the Company is "work for hire" and the Company shall be the sole owner
    of all the results and proceeds of Employee's services for the Company, including
    but not limited to, all inventions, developments, discoveries, copyrights
    and other improvements relating to equipment, software, MTS, DTS, methods
    and processes connected with or useful to the Company's business (collectively,
    the "Developments") which Employee, alone or in conjunction with any other
    person, may conceive, make, acquire, acquire knowledge of, develop or create
    in connection with Employee's engagement with the Company, free and clear
    of any claims by Employee (or any successor or assignee of Employee) of any
    kind or character whatsoever. Employee hereby assigns and transfers Employee's
    right, title and interest in and to all such Developments, and agrees that
    Employee shall, at the request of the Company, execute such assignments, certificates
    or other instruments, and do any and all other acts, as the Company from time
    to time reasonably deems necessary or desirable to evidence, establish, maintain,
    perfect, protect, enforce or defend the Company's right, title and interest
    in or to any such Developments.


2.  No Contract of Employment. Employee
    acknowledges that this Agreement does not constitute a contract of employment.
    Employee is an "employee-at-will" and may leave the Company at any time or
    may be terminated at any time with or without cause. No employee or representative
    of the Company, other than the Chief Executive Officer, has the authority
    to issue a contract of employment and any representation to the contrary should
    not be relied upon by Employee. 3.  Non-Solicitation. Employee acknowledges
    that: (i) the Company's business is a highly competitive national business,
    (ii) the Company owns Confidential Information and that this Confidential
    Information is extremely valuable to the successful operation of the Company's
    business and (iii) the execution of this Agreement is a condition to Employee's
    continued employment. In the event that Employee's employment with the Company
    is terminated without regard to whether such termination is voluntary or involuntary,
    Employee agrees for a period of twenty-four (24) months after termination,
    that Employee will not, directly or indirectly:


(a) solicit, entice or induce or accept any business from
    customers of the


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Company with whom Employee
  had contact while employed by the Company, or on whose behalf, or on whose projects,
  Employee worked while employed by the Company;

(b) solicit, entice or
    hire any of the Company's employees; or (c) in any territory
    in which Employee performed duties for the Company, participate or engage
    in any business competitive with the Company's business in an ownership, management,
    consulting, supervisory, design, research, developmental, engineering, technical,
    or financial capacity without first receiving the prior written consent of
    the Company. For the purpose of this Section 3, the term "ownership" excludes
    any ownership interest equal to less than 5% of the stock of a publicly held
    corporation.


4.   Miscellaneous.
    This Agreement constitutes the entire agreement between the parties and cancels
    and supersedes any and all prior agreements and understandings between the
    parties with respect to the matters herein provided, and no modification or
    waiver of any provision hereof shall be effective unless in writing and signed
    by all parties hereto. All of the terms and provisions of this Agreement shall
    be binding upon and inure to the benefit of and be enforceable by the respective
    heirs, executors, administrators, legal representatives, successors and assigns
    of the parties hereto. If any provision of this Agreement or application thereof
    to anyone or under any circumstances is adjudicated to be invalid or unenforceable
    in any jurisdiction, such invalidity or unenforceability shall not affect
    any other provision or application of this Agreement which can be given effect
    without the invalid or unenforceable provision or application (or with such
    provision or application as modified by a court of law) and shall not invalidate
    or render unenforceable such provision or application in any other jurisdiction.
    No remedy conferred upon any party by this Agreement is intended to be exclusive
    of any other remedy, and each and every such remedy shall be cumulative and
    shall be in addition to any other remedy given hereunder or now or hereafter
    existing at law or in equity. No delay or omission by any party in exercising
    any right, remedy or power hereunder or existing at law or in equity shall
    be construed as a waiver thereof, and any such right, remedy or power may
    be exercised by the party possessing the same from time to time and as often
    as may be deemed expedient or necessary by such party in its sole discretion.


5.   Counterpart
    Signatures. This Agreement may be executed in several counterparts, each
    of which is an original. 6.   Governing
    Law; Choice of Forum; Service of Process. The validity interpretation,
    construction, performance and enforcement of this Agreement shall be governed
    by the laws of the State of New Jersey, without regard to its conflict of
    law principles. ANY ACTION RELATING TO THIS AGREEMENT SHALL BE BROUGHT IN
    A STATE COURT IN BURLINGTON COUNTY, NEW JERSEY OR IN FEDERAL COURT FOR THEDISTRICT
    OF NEW JERSEY. EMPLOYEE HEREBY ACCEPTS, GENERALLY AND UNCONDITIONALLY, THE
    JURISDICTION OF SAID COURTS AND TO SERVICE OF PROCESS IN ANY ACTION HEREUNDER
    BY THE MAILING OF CERTIFIED MAIL OR


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ANY OTHER MANNER PERMITTED BY LAW.

IN WITNESS WHEREOF, Employee has hereunto set his hand and
  the Company has caused this instrument to be duly executed as of the day and
  year first above written.

|EMPLOYEE          |  | MEDQUIST
      TRANSCRIPTIONS, LTD.                
|----------------- |  | ---------------------------------------------------
|                  |  |                                                    
|                  |  |                                                    
|Dennis M. Mahoney |  | By: John M. Suender                                
|                  |  | Title: Senior Vice
      President, General Counsel
|                  |  | and Secretary                                      

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