Exhibit 10.2
 Portions of this exhibit were omitted and filed separately with the Secretary of the Securities and
Exchange Commission (the Commission) pursuant to an application for confidential treatment filed
with the Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Such
portions are marked by a series of asterisks.
 AMENDMENT No. 1
TO
TRANSCRIPTION SERVICES SUBCONTRACTING AGREEMENT
  BACKGROUND
    1.
    
    Capitalized terms not otherwise defined in this Amendment shall have the
meanings given to them in the Agreement.2.
    
    Client Facility as defined in Section 1.1 of the Agreement shall be deleted
in its entirety and replaced with the following:
  3.
    
    The following definition for Line shall be added to Section 1.1 of the
Agreement as follows:
 Line
 4.
    
    Section 2.1 of the Agreement shall be deleted in its entirety and replaced with
the following:
 Services
 
 *******
    
     Material has been omitted and filed separately with the Comission.




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Notwithstanding the foregoing, CBay agrees and
acknowledges that, with respect to any Client Facility that MedQuist refers
to CBay for the provision of Services under this Agreement, MedQuist shall
have the right to end the provision of Services for such Client Facility
under this Agreement and enter into a separate, direct agreement between
such Client Facility and MedQuist.
 Additional Costs
 5.
    
    Sections 3.1 and 3.2 of the Agreement shall be deleted in their entirety and
replaced with the following:
 Fees to be paid to MedQuist by CBay when CBay fully
subcontracts all of CBays operational performance obligations to MedQuist
pursuant to a Customer Contractual Service Level Agreement
  2




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Fees to be paid MedQuist when CBay does not fully
subcontract all of CBays operational performance obligations pursuant to a
Customer Contractual Service Level Agreement
  1 2
 3




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6.
    
    Exhibit 2 attached to this Amendment No.1 shall be added to the Agreement as if
originally attached and set forth in the Agreement.7.
    
    The Order Form referenced in Section 2.2 of the Agreement and therein attached
as Exhibit 1 shall be deleted in its entirety and replaced with the amended Order Form
attached to this Amendment No.1 as Exhibit 1.8.
    
    Except as modified by this Amendment, the Agreement shall remain in full force
and effect unmodified. To the extent the terms of the Agreement are inconsistent with
the terms of this Amendment, the terms of this Amendment shall control.
  CBAY SYSTEMS & SERVICES, INC.
    
    MEDQUIST TRANSCRIPTIONS, LTD.BY:
    
    /s/ Clyde Swager
    
    
    
    BY:
    
    /s/ Peter MasanottiNAME:
    
    Clyde Swager
    
    
    
    NAME:
    
    Peter MasanottiTITLE:
    
    CFO
    
    
    
    TITLE:
    
    President & CEODATE:
    
    7/26/2010
    
    
    
    DATE:
    
    7/26/2010
 4




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EXHIBIT 1
 ORDER FORM
  Client Facility Name:
Physical Address:
Billing Address:
Contact Person:
Phone Number:
Fax Number:
Account Number:
 Commencement Date:
 Term:
 Services Description and Fees (please check as appropriate below):
 _____
    
    For any Customer Service Level Agreement pursuant to which CBay
subcontracts all of CBays operational performance obligations to MedQuist.
Services description and Client Fees shall be as described in the attached Customer
Contractual Service Level Agreement, contract, agreement, or additional documents
between CBay and customer with payment to MedQuist as set forth in Section 3.1 of the
Agreement._____
    
    For any Customer Service Level Agreement pursuant to which CBay
subcontracts a portion of its service obligations to MedQuist, but for which CBay
retains responsibility for the account management, customer service, implementation
services and technical support.Services description shall be as described in the
attached Customer Contractual Service Level Agreement. The fees paid to MedQuist shall
be $_____ per Line for transcription/editing and $_____ per Line for STAT jobs in
accordance with Section 3.2 of the Agreement. Such fees shall be increased at the rate
of _____% annually on the anniversary of the Commencement Date.
 CBAY SYSTEMS & SERVICES, INC.
    
    MEDQUIST TRANSCRIPTIONS, LTD.By:
    
    
    
    By:Name:
    
    
    
    Name:
 5




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Title:
    
    
    
    Title:Date:
    
    
    
    Date:
 6




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EXHIBIT 2
 ASCII CHARACTERS
 
 7




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8