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Letter Agreement

Consulting Services Agreement

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 This Consulting Services Agreement involves

TLCVision Corporation

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Title: letter agreement
Date: 11/16/2009
Industry: Healthcare Facilities     Sector: Healthcare

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April 23, 2009

Mr. Warren Rustand
Chairman of the Board
TLCVision Corporation
16305 Swingley Ridge Road, Ste. 300
Chesterfield, MO 63017

Dear Warren:

This letter agreement (the “Agreement”) serves as an addendum to the letter agreement between Conway, Del Genio, Gries & Co., LLC (“CDG”) and TLCVision Corporation (the “Company”), dated February 16, 2009 (the “Original Agreement”). Except to the extent specifically modified by this Agreement, the Original Agreement shall remain in full force and effect, and all references in the Original Agreement to this engagement and this Agreement (and words of similar meaning) shall include the terms and conditions of this Agreement and the services provided by CDG hereunder.

A. Scope of Services

The Company has requested, and CDG and the Company agree that, commencing on April 23, 2009, CDG’s scope of services shall be expanded to include the following:




Make Michael F. Gries available to serve as the Chief Restructuring Officer of the Company;





Serve as the principal contact with the Company’s creditors with respect to the Company’s financial and operational matters;





Assist management with the development and implementation of the Company’s restructuring plan, and in connection with negotiations with the various stakeholders; and





Identify areas for cost reduction and other operations improvement opportu

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