##### 



Exhibit 10.7
 Portions of this exhibit were omitted and filed separately with the Secretary of 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.
 AMENDED AND RESTATED OEM SUPPLY AGREEMENT
   RECITALS
    Definitions.
   
   
 *******
    
    - Material has been omitted and filed separately with the Commission.




---



##### 



Grant of license.
      
 *******
    
    - Material has been omitted and filed separately with the Commission. -2-




---



##### 



3. Initial Term and Renewal.
 Initial Term.
 Renewal. PSP
   4. Fees.
  License Fee.
 
 *******
    
    - Material has been omitted and filed separately with the Commission. -3-




---



##### 



Software Maintenance Fee.
           
 *******
    
    - Material has been omitted and filed separately with the Commission. -4-




---



##### 



provided, however provided further,
 Additional Development Fees: provided, however
  Order Placement.
   
 *******
    
    - Material has been omitted and filed separately with the Commission. -5-




---



##### 



6. Payment.
      7. Development Services.
   
 *******
    
    - Material has been omitted and filed separately with the Commission. -6-




---



##### 



Acceptance means the Products conform to the agreed product specification and feature
content detailed in the Statement of Work in Schedule A and no mutually agreed to, new or
subsequent Severity 1 Defect(s) have been identified in such Products during the acceptance
testing.Severity 1 Defect(s) means a software defect that causes loss of critical functionality,
or corruption or loss of data without possibility of recovery for which no work around
exists. A work around that may exist will not alter the requirement that the Product meet
the product specification and feature content detailed in the Statement of Work in Schedule
A.
 8. Limited Warranty.
    
 *******
    
    - Material has been omitted and filed separately with the Commission. -7-




---



##### 



9. Notification of Upgrades and Updates.
   MedQuists Representations and Undertakings.
           
 *******
    
    - Material has been omitted and filed separately with the Commission. -8-




---



##### 



PSPs Obligations.
  
  
   12. Exclusion Of Warranties.
 13. Limited Liability.
 
 *******
    
    - Material has been omitted and filed separately with the Commission. -9-




---



##### 



Intellectual Property Indemnification. PSP
 
 *******
    
    - Material has been omitted and filed separately with the Commission. -10-




---



##### 



15. Product Co-Ownership.
 
 *******
    
    - Material has been omitted and filed separately with the Commission. -11-




---



##### 



16. Legal Compliance.
     Intellectual Property Rights.
   
 *******
    
    - Material has been omitted and filed separately with the Commission. -12-




---



##### 



® TM
  TM
   
 *******
    
    - Material has been omitted and filed separately with the Commission. -13-




---



##### 



Confidential Information.
 19. Remedies on Breach.
 20. Termination.
 
   
   
 *******
    
    - Material has been omitted and filed separately with the Commission. -14-




---



##### 



Obligations On Termination.
  ;
   Miscellaneous.
 Force Majeure.
 Relationship of MedQuist to PSP.
 Waiver.
 Agreement.
 
 *******
    
    - Material has been omitted and filed separately with the Commission. -15-




---



##### 



Assignment.
   
 *******
    
    - Material has been omitted and filed separately with the Commission. -16-




---



##### 



Notices.
 To PSP:
    
    Philips Speech Recognition Systems GmbHAttn: Marcel WassincTriester Strasse 641101 Vienna, AustriaTo MedQuist:
    
    MedQuist Inc.100 Bishops Gate Blvd. #300Mount Laurel, NJ 08054Attn: Chief Legal Officerwith a simultaneous copy, which will not constitute notice, to:David Gould, Esq.Buchanan Ingersoll & Rooney PCOne Oxford Centre301 Grant Street, 20th FloorPittsburgh, PA 15219-1410Fax: 412-562-1041
  Headings.
 Severability.
 Governing Law.
 Dispute Resolution.
  
 *******
    
    - Material has been omitted and filed separately with the Commission. -17-




---



##### 



No Damages for Termination or Expiration.
 Authority.
 [SIGNATURES CONTAINED ON FOLLOWING PAGE]
 
 *******
    
    - Material has been omitted and filed separately with the Commission. -18-




---



##### 



MEDQUIST INC.
    
    PHILIPS SPEECH RECOGNITION SYSTEMS GMBHBy:
    
    
    
    By:Name:
    
    
    
    Name:Title:
    
    
    
    Title:Date:
    
    
    
    Date:
 
 *******
    
    - Material has been omitted and filed separately with the Commission.




---



##### 



SCHEDULE A
 TERRITORY
         
 *******
    
    - Material has been omitted and filed separately with the Commission.




---



##### 



SCHEDULE A-1
 STATEMENT OF WORK (SOW)
  
 *******
    
    - Material has been omitted and filed separately with the Commission.




---



##### 



SCHEDULE B
 PRODUCTS
   1.
    
    SpeechQ for Radiology, together with its components; front-end
Integration SDK, SpeechLink, and future versions thereof which could be used in
specialties outside of radiology.2.
    
    The Products shall specifically exclude software development kit (SDK) products
that PSP develops, currently known as Speech SDK, SpeechMagic, SpeechMagic SDK, and
SpeechMagic InterActive SDK and future versions thereof.
 
 *******
    
    - Material has been omitted and filed separately with the Commission.




---



##### 



SCHEDULE B-1
 HOURLY PRICES FOR SPEECHQ 1.2 LITE DEVELOPMENT
 Price per hour for PSRS Development resources:
    
    *******Price per hour for Multisoft development resources:
    
    *******
  
    
    personnel-related expenses, i.e. compensation and traveling.
    
    a ******* allocation for infrastructure i.e. R&Ds share of office rent, IT
expenses, and (shared) services (including back office, such as HR).
   
 *******
    
    - Material has been omitted and filed separately with the Commission.




---



##### 



SCHEDULE C
 PRICING
   Table 1
 Item
    
    License Fee1.1
    
    Server
    
    *******1.2
    
    Link
    
    *******1.3
    
    Report Station Workstation Client*
    
    *******1.4
    
    Report Station Concurrent License*
    
    *******1.5
    
    Report Station Concurrent Transcription License*
    
    *******1.6
    
    Report Station Concurrent Dictation License*
    
    *******1.7
    
    Test Server Package
    
    *******
 
 *
    
    For every transcription user or workstation, a Report Station needs to be
purchased.    
 *******
    
    - Material has been omitted and filed separately with the Commission. C-1




---



##### 



SCHEDULE D
  
 *******
    
    - Material has been omitted and filed separately with the Commission. D-1




---



##### 



SCHEDULE E
 THIRD PARTY SOFTWARE
 *******
 
 *******
    
    - Material has been omitted and filed separately with the Commission. E-1




---



##### 



END USER LICENSE AGREEMENT
 END USER LICENSE AGREEMENT for MEDQUIST Branded SOFTWARE
 THIS END USER LICENSE AGREEMENT (EULA)
 1.
    
    DEFINITIONS
 a)
    
    Software shall mean separate MedQuist brandedcomputer programs, (whether or not
included within or separately from any data processing unit), provided now or later by
MedQuist, its parent, subsidiaries, or affiliates and not otherwise so provided under a
separate license agreement, which can be read and used directly by a machine or device, and
shall include without limitation, data, instructions, and media. Non-branded Software
shall mean Software bearing a trademark other than MedQuists.b)
    
    Documentation shall mean the separate MedQuist brandedoperator, user, or
installation instruction sets, provided now or later, and in whatever form, by MedQuist,
its parent, subsidiaries, or affiliates and not otherwise provided under a separate license
agreement. Non-branded Documentation shall mean Documentation bearing a trademark other
than MedQuists.
 2.
    
    LICENSE OF RIGHTS.
 a)
    
    Customer is granted a non-exclusive, non-assignable, non-transferable, permanent,
revocable license of rights to use and display each of the Software and Documentation,
whether separately or combined, with others of the Software or Documentation, only in data
processors which are in Customers exclusive possession and designated by Customer for such
use in its internal business, with such Software or Documentation, or such combined
Software or Documentation.b)
    
    Customer is granted a non-exclusive, non-assignable, non-transferable, permanent,
revocable license of rights to use the Documentation only in direct connection with such
Software or Documentation use and display, internally in its own business.
 3.
    
    Customer acknowledges that the Software and Documentation, including without limitation all
ideas, procedures, processes, systems, methods of operation, concepts, principles,
discoveries, and inventions, are the exclusive property of MedQuist or its licensors and
acknowledges their exclusive rights to the application, manufacture, development, use,
display, reproduction, modification, and the transfer of the Software and Documentation and to
all worldwide patent and copyright rights to and in the Software or Documentation. Customer
shall not prepare a derivative work or a compilation from such Software or Documentation, or
modify, combine, or copy the Software or Documentation in any manner, including without
limitation decompiling or disassembling the Software or Documentation to any third party, in
whole or part, in any form or in any manner, unless expressly permitted in writing by
MedQuist. The sole exception allowed is the copying of the Software or Documentation when
loading the Software or Documentation within the internal memory of Customers data processor,
and when an essential step in the utilization of the Software or Documentation in conjunction
with such data processor. No other manner of copying is permitted. Customer shall reproduce
and include all copyright notices provided with the Software or Documentation on all copies,
compilations, or derivative works of the Software or Documentation produced by the Customer,
as may be authorized under this Paragraph 3.4.
    
    Customer acknowledges the proprietary rights in the trademarks shown on the Software and
Documentation delivered to the Customer, and Customer shall deal with and treat such
trademarks according to applicable trademark law.5.
    
    Customer shall limit access to the Software or Documentation to its authorized employees.
Customer shall advise such employees of the terms of this EULA and shall take all necessary
steps to ensure compliance with the EULA terms, by such employees.6.
    
    Customer shall defend, indemnify, and hold MedQuist harmless from any and all claims,
actions, losses, damages, (including reasonable legal fees), obligations, liabilities, and
liens (including, without limitation, any of the foregoing arising out of or imposed in
connection with latent or other defects, or under the doctrine of strict liability), arising
out of the purchase, lease, possession, operation, condition, return, or use of the Software
or Documentation, or by operation of law, excluding, however, any of the foregoing resulting
solely and directly from the acts of MedQuist.7.
    
    This EULA is not assignable by Customer unless permitted in writing by MedQuist and any
attempt at assignment without such permission shall be void. This EULA is assignable in whole
or part by MedQuist without consent of Customer. Customer agrees to execute all documents and
consents requested by MedQuist to complete any assignment by MedQuist.8.
    
    Customer agrees to keep the Software and Documentation at the location(s) of its designated
data processors, as set forth in Paragraph 2 above. Customer agrees to return the Software or
Documentation delivered by MedQuist under this EULA immediately upon Customer relinquishing
possession of any of said data processors, except to the extent that the Software or
Documentation has been transferred to replacement data processors possessed by Customer or to
third parties in accordance with Paragraph 7 above.9.
    
    MedQuist warrants that it has and conveys good title to the Software. MedQuist warrants that
the Software will perform to the specifications identified within the user Documentation
current at the time of Software sale. Documentation and media containing Software or
Documentation are provided AS IS without warranty of any kind, either expressed or implied.
MedQuist does not warrant that the functions contained in the Software or Documentation will
meet Customers requirements or that the operation of the Software or Documentation will be
uninterrupted or error free. Should the Documentation prove defective, Customer alone assumes
the entire cost of all necessary correction.10.
    
    MedQuists warranty of Software shall be void and of no effect if: (a) the Software is not
properly stored, installed, or maintained in accordance with MedQuists recommendations or
standard industry practice; (b) the Software is not operated under normal conditions and in
accordance with MedQuists recommendations or standard industry practice; (c) the defect has
arisen from damages occurring to the Software subsequent to MedQuists delivery or is related
to the use of unauthorized hardware or software; or (d) failure of the Software due to (i)
inadequate electrical power, air-conditioning, or humidity-control, (ii) accident or disaster,
including without limitation, fire, flood, water, wind, and lightning, (iii) neglect,
including without limitation, power transients, abuse or misuse, and failure of the Customer
to follow MedQuists published operating instructions, (iv) unauthorized modification or
repair of Software by persons other than authorized representatives of MedQuist, or (v) use of
the Software for purposes other than those for which designed.11.
    
    MedQuists warranty of Software does not include (a) performing services connected with
relocation of Software or adding or removing interfaces, accessories, attachments or other
devices, (b) repair of damage due to other than normal wear, (c) electrical work external to
the Software, (d) any maintenance of interfaces, accessories, attachments, or other devices
not furnished by MedQuist, or (e) any issues resulting from an unsupported service.12.
    
    THE WARRANTY MADE BY MEDQUIST HEREIN, IS EXCLUSIVE AND IS MADE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF
MERCHANTABILITY, AND IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY
ARISING OUT OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE. IN NO EVENT, SHALL MEDQUIST
BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGE.S OR ECONOMIC LOSS UNDER
ANY LEGAL THEORY ASSERTED, EVEN IF MEDQUIST HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.13.
    
    ALL NON-BRANDED SOFTWARE AND NON-BRANDED DOCUMENTATION ARE PROVIDED HEREUNDER ON AN AS IS
BASIS. NON-MEDQUIST MANUFACTURERS OR SUPPLIERS MAY PROVIDE WARRANTIES FOR THEIR SOFTWARE OR
DOCUMENTATION AND ALL WARRANTY QUESTIONS OR PROBLEMS WITH RESPECT TO SUCH SOFTWARE OR
DOCUMENTATION SHOULD BE ADDRESSED DIRECTLY TO SUCH NON-MEDQUIST MANUFACTURER OR SUPPLIER.
CUSTOMER EXPRESSLY ASSUMES ALL LIABILITY FOR ALL AND ANY LOSSES, DAMAGES, AND COSTS (INCLUDING
COURT COSTS AND LEGAL FEES) IN CONNECTION WITH, OR RELATED TO, SUCH NON-BRANDED SOFTWARE OR
NON-BRANDED DOCUMENTATION. THE ENTIRE RISK AS TO THE QUALITY OR PERFORMANCE OF SUCH
NON-BRANDED SOFTWARE OR NON-BRANDED DOCUMENTATION IS WITH CUSTOMER.
 
 *******
    
    - Material has been omitted and filed separately with the Commission. -1-




---



##### 



14.
    
    LIMITATION OF REMEDY
 a)
    
    If any Software is found to be defective within the warranty period, MedQuists only
obligation, and Customers exclusive and sole remedy, as MedQuist may choose in MedQuists
sole best judgment, shall be either (a) the repair or replacement of such defective
Software by MedQuist, or (b) the return of such defective Software to MedQuist and a refund
to Customer of its license fee. Customer acknowledges and agrees that MedQuists right to
refund Customers license fee shall not be diminished or restricted in any way or for any
reason. The provision of such remedy shall be conditioned upon notification, and
substantiation as may be required by MedQuist, that such Software has been stored,
installed, maintained, and operated in accordance with MedQuists recommendations or
standard industry practice. Unless otherwise directed by MedQuist, all such defective
Software shall be returned to MedQuists warehouse, or to such other location as MedQuist
shall select, all at MedQuists expense.b)
    
    Except for MedQuists obligations set out in Section 14 (a) above, MedQuist shall have
no obligation, liability, or responsibility to Customer or any other party with respect to
any claim or cause of action arising in connection with, or related to, this EULA, whether
legal or equitable, including, without limitation, any claim or cause of action in contract
or in tort (whether in negligence or in strict liability)..Customer acknowledges and agrees
MedQuists total obligation and liability for any such claim or cause of action shall be
limited to an amount in the aggregate which shall not exceed the total price paid by
Customer for the specific Software or Documentation which are the subject matter of and
directly related to such claim or cause of action. Customer expressly assumes all
liability for all and any losses, damages, and costs (including court costs and legal fees)
in excess of such amount. No claim or causes of action, regardless of form, may be brought
more than one (1) year after such claim or cause of action arises.c)
    
    The purpose of the above stated remedy is to correct any defects or to refund the
license fee paid. Customer acknowledges and agrees that such exclusive remedy is an
essential term in the bargain represented by this EULA and that such remedy shall, in view
of the consideration paid to MedQuist, operate as a full satisfaction to Customer for any
and all claims related thereto. In further view of the foregoing, Customer acknowledges
and agrees that in the event a court of competent jurisdiction or an arbitration panel
rules this exclusive remedy does not give the Customer the benefit of its bargain or that
such exclusive remedy fails for any reason, then any such ruling with regard to such
exclusive remedy or any such failure of such exclusive remedy, shall not effect or modify
in any way, any limitation or exclusion of warranties, and all such limitations and
exclusions shall continue in full force and effect.
 15.
    
    This Agreement shall be governed by the laws of the state listed in Customers address on the
Final Terms of Sale referenced by the Product Sales Agreement within which this EULA is
incorporated. Any term or condition prohibited by law shall, to the extent prohibited, be
ineffective without affecting the other terms and conditions.16.
    
    All parties acknowledge and agree that in entering into this transaction, they have not
relied upon any representations regarding this EULA, other than those explicitly set forth
herein. Further, the parties expressly admit that any term or condition which is, or may be
asserted, as material by any party and which is not expressly stated in this EULA, shall not
be part of this EULA and shall not be binding on any parties hereto. Each party waives all
defenses, with regard to any such asserted material, term, or conditions not expressly stated
within this EULA.17.
    
    If either party to this EULA is temporarily unable to perform its obligations because of
causes reasonably beyond its control, then no liability to the other party or right to
terminate shall exist for failure of that party to perform during such period.18.
    
    MedQuists failure to insist on strict performance of this EULA or to enforce a default upon
the occurrence of any single, repeated, or continuing violation of any particular term or
condition hereof, shall not be considered a waiver of MedQuists right to insist on strict
performance of this EULA or to enforce a default with respect to the violation of any other
term or condition or, at any later time or upon any subsequent occurrence, with respect to
that particular term or condition.
  
 *******
    
    - Material has been omitted and filed separately with the Commission. -2-