VIRTUAL RADIOLOGIC PROFESSIONALS INDEPENDENT PHYSICIAN AGREEMENT

Exhibit 10.2

VIRTUAL RADIOLOGIC PROFESSIONALS
INDEPENDENT PHYSICIAN AGREEMENT

This Independent Physician Agreement including all exhibits and all addenda attached hereto (“Agreement”) is effective as of July 1, 2009 (the “Effective Date”), by and between VIRTUAL RADIOLOGIC PROFESSIONALS, LLC, a Delaware limited liability company (“Practice”) and Eduard Michel, M.D., Ph.D. (“Physician”), sometimes referred to collectively as “the Parties.”

     WHEREAS, Physician is an independent medical practitioner, specializing in the field of radiology;

     WHEREAS, Practice is a professional medical practice that provides radiology interpretation and consultation services to remote locations primarily through one or more secure network connections;

     WHEREAS, Practice provides its service under direct or indirect contract with radiology groups (“Customers”) for coverage for medical facilities (“Clients”);

     WHEREAS, Practice also provides services directly to medical facilities (in such context, “Customers”);

     WHEREAS, Practice desires to engage Physician as an independent contractor in accordance with the terms and conditions of this Agreement; and

     WHEREAS, Physician is agreeable to such engagement.

     NOW, THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Provision of Services; Payments

     1.1 Provision of Services . Physician shall serve as the President, Medical Director and principal executive officer of the Practice, and shall provide radiologic interpretations to the extent required from time to time for back-up or emergency situations, including preliminary and/or official interpretations (the “Services”), via Practice’s Radiologic Information System (RIS) and image hosting system or by such other means as Practice may provide from time to time. Physician agrees to provide diagnostic reports as set forth on Exhibit C. Physician may elect to produce a non-diagnostic report in response to a request if the Client has not provided requested information necessary for Physician to produce a diagnostic report. Commencing on the Start Date (“Start Date”) Physician shall provide interpretation services on a limited and back-up basis only.

     1.2 Payment for Services . In full consideration for all Services performed by Physician, Practice agrees to pay Physician the Compensation and Professional Fees in the amounts and upon the times and terms set forth on Exhibit A to this Agreement. Practice shall make such payments to Physician via electronic funds transfer, directed to a U.S. account or accounts designated in writing by Physician from time to time, or via check through U.S. mail. Practice shall reimburse Physician for all expenses necessarily or incidentally incurred in his performance of duties under this Agreement.

     1.3 Licensing and Credentialing Fees . Practice also agrees to pay all fees, including initial application, renewal or similar fees, necessary to secure, re-establish or renew Physician’s right to practice in the states identified in Exhibit B and such other states for which Practice from time to time requests Physician to be licensed (collectively “License Fees”) and fees associated with obtaining staff membership, reading rights or clinical privileges (collectively “Clinical Privileges”) with medical facilities for which Physician will provide Services (collectively “Credentialing Fees”); subject in each case to reimbursement in accordance with Section 6.3.b upon termination of this Agreement during the Initial Term.

2. Professional Qualifications and Physician Independence

     2.1 Professional Qualifications and Obligations . At all times during the Term of this Agreement (defined below), Physician: (a) shall maintain permanent residence in the United States; (b) shall maintain Physician’s status as a board certified radiologist; (c) shall comply with the requirements of the American College of Radiology (“ACR”) relating to the provision of radiology and teleradiology services; (d) shall be qualified and licensed to practice medicine in Physician’s jurisdiction of residence; (e) shall be continue to be qualified to be licensed to practice medicine in the states for which Practice requests Physician to become licensed and qualified; (f) shall not be under current exclusion or sanction by any state or federal health care program, including Medicare or Medicaid, or in any non-U.S. jurisdiction with the exception or exclusion solely based on geographic location; (g) shall have passed and thereafter maintain Practice medical staff status and privileges (“VRP Privileges”); (h) shall be eligible for coverage under Practice’s medical liability insurance and for medical liability insurance for the jurisdictions in which medical practice is performed and in the site of residence of the Physician; and (i) shall not, without the prior written consent of Practice, perform any services from a location outside of the United States or a Territory thereof. Physician agrees that Physician’s appointment as the Practice’s Medical Director includes membership in and supervision of the Practice’s Quality Assurance (QA) committee and, and Physician will perform the periodically required attendant duties thereof. .

     2.2 Reporting Requirements . Physician shall inform the Practice’s President or Board of Managers in writing immediately of: (a) any charge or conviction whatsoever of violation of any law or ordinance of any local, county, state or federal jurisdiction; (b) any denial or revocation of membership in a state, county or local medical society; (c) any denial or relinquishment of staff membership, reading rights or clinical privileges at any time; (d) the initiation of any disciplinary action or inquiry concerning Physician by a hospital or medical staff, state medical licensing authority or federal authority or program including Medicare; (e) any malpractice claim asserted against Physician or settled or adjudicated by or on behalf of Physician; (f) any voluntary or involuntary surrender, suspension, revocation or restriction of a state or federal narcotics controlled substance permit; (g) any voluntary or involuntary surrender, suspension, revocation or restriction of any professional license; (h) revocation of any professional board certification; (i) any action commenced or taken against Physician by any licensing or privileging authority; (j) the commencement or taking of any disciplinary action or inquiry whatsoever by any licensing authority, institution or professional society; or (k) any agreement or understanding by or between Physician and any licensing authority that Physician will not apply for license renewal in a jurisdiction.

     2.3 Clinical Privileges; License Applications . Physician shall obtain a state medical license (“License”) and clinical privileges (“Clinical Privileges”) for each state or medical facility requested by the Practice within a reasonable time following Practice’s request. Practice agrees to provide Physician with reasonable assistance, including the preparation and submission of

applications necessary to obtain Licenses and Clinical Privileges at each hospital, imaging center or other medical facility designated by Practice in its sole judgment to permit Physician to provide Services at such facility. Physician shall furnish promptly upon request by Practice all documentation, information or verifications necessary for the preparation and submission of applications for Licenses and Clinical Privileges. Physician shall maintain each License and Clinical Privilege granted to Physician until Practice specifies that such License or Clinical Privilege is no longer required; which shall include fulfillment of any applicable Continuing Medical Education (“CME”) or similar requirements for each state in which Physician holds a License or at each facility where Physician holds Clinical Privileges. Physician shall relinquish a Clinical Privilege upon a request to do so by Practice or by the institution that granted the Clinical Privilege. Practice shall provide Physician with reasonable assistance with maintenance and tracking of CME requirements for each state in which Physician holds a License. Upon termination of this Agreement, Physician and Practice shall share the costs of expenses associated with Licensing and Credentialing as set forth on Exhibit A.

     2.4 Medicare Identification and Qualification . Upon request by Practice, Physician shall enroll or maintain enrollment in Medicare and/or similar or comparable public or private third party payor programs, and shall provide Physician’s unique identifying number or similar identification to Practice to facilitate billing. Practice agrees to provide Physician with reasonable assistance in completing and maintaining such enrollments.

     2.5 Compliance with Professional Standards . Physician shall perform all Services contemplated by this Agreement in accordance with the standards of professional ethics and practice as may from time to time be applicable to the fields of medicine and radiology, in the United States and in each of the states in which Physician holds a License, including standards promulgated from time to time by the American College of Radiology for the practice of radiology and teleradiology.

     2.6 Reports . Physician covenants and agrees that all reports (“Reports”) rendered by Physician shall include all pertinent findings and clinical impressions, and shall be personally reviewed and signed by Physician; and that Physician will verbally communicate clinical findings to an attending physician where appropriate for patient care. Physician accepts responsibility for the contents of all such signed reports and communications.

     2.7 Independent Contractor .

          a. Physician is and shall at all times remain an independent contractor to Practice. Nothing in this Agreement shall create, or be construed to create, any relationship between Physician and Practice other than that of an independent contractor. Physician hereby consents to Practice identifying Physician among Practice’s independent contractor physicians on Practice’s, or Practice’s management company’s website.

          b. Physician’s obligations under this agreement relate primarily to the provision of Services as President and principle executive officer of Practice.

          c. Physician acknowledges that the Health Insurance Portability and Accountability Act of 1996 and related regulations (45 C.F.R. Parts 160 and 164) (“HIPAA”) and the Joint Commission on Accreditation of Healthcare Organizations (“The Joint Commission”) require Practice to establish and follow written procedures pertaining to the protection of patient information and the provision of health care services. Physician further agrees to abide by Practice’s written procedures complying with applicable HIPAA and The Joint Commission

requirements in order that Practice and Physician may fulfill their respective legal obligations under HIPAA and in order that Practice may maintain its The Joint Commission accreditation. Practice’s written procedures applicable to physician are located on the Radiologist Portal.

     2.8 Obligation to Update . Upon Practice’s request from time to time, Physician shall provide certificates or other proof of continued compliance with Sections 2.1, 2.2 and 2.3 above, and shall provide Practice written notice of any change in such status, not less than 30 days prior to the effective date of such change.

     2.9 Policies and Procedures . Physician agrees to abide by the policies and procedures set forth from time to time at the Practice’s Radiologist Portal, including those relating to network use and access, use and care of equipment, and operating procedures as may be revised by Practice from time to time.

     2.10 Information Requirements; Privileges . In connection with the granting of VRP Privileges, Practice may request professional references from Physician and may require Physician to complete questionnaires or other documentation necessary for or related to VRP Privileges or Physician’s prospective Services. If Practice, in its sole judgment, is not satisfied with the information provided in such references, questionnaires or other documentation, Practice may, in its sole discretion, decline to grant VRP Privileges to Physician and terminate this Agreement.

     2.11 Additional Information; References . Physician agrees to obtain annually a physical examination evidencing that Physician is not impaired from performing Services and to furnish the same to Practice’s Medical Director. Upon request by Practice, Physician shall obtain and thereafter maintain at least three cooperative personal references, and will obtain from time to time such additional personal or training references necessary for Physician to obtain Clinical Privileges. Practice will reasonably assist Physician to obtain the same.

3. Financial Arrangements

     3.1 Exclusive Billing . Practice shall bill for, collect from Practice’s customers and clients, and own all of the fees that are charged for Physician’s services and all related accounts receivable. Physician shall provide Practice, and at Practice’s request, its customers and clients with all information reasonably necessary to permit such billing in a timely and accurate manner. Physician shall be solely responsible for, and shall indemnify and hold Practice (and Practice’s clients) harmless from, any claims, liabilities and repayment obligations with respect to: (a) the accuracy of Physician’s record of claims; and (b) Physician’s compliance with federal and state laws (including but not limited to Medicare and Medicaid requirements) relating to the submission or assignment of such claims. Physician acknowledges and agrees that the right to bill and collect for Services shall be the exclusive right of Practice. Physician shall not bill Practice’s clients or their patients for Services provided.

     3.2 Taxes; No Withholdings, Benefits . The Professional Fees set forth in this Agreement are inclusive of all applicable sales, use, gross receipts, excise, value-added, withholding, and other taxes that may be due based on Practice’s payments to Physician under this Agreement, all of which taxes shall be Physician’s sole obligation. Physician acknowledges and agrees that: (a) neither Practice nor any of Practice’s patients or clients will withhold on behalf of Physician pursuant to this Agreement any sums for income tax, unemployment insurance, social security or any other withholding pursuant to any law or requirement of any governmental body relating to Physician or make available to Physician any of the benefits

afforded to employees of Practice or of Practice’s clients; and (b) all such withholdings and benefits, if any, are the sole responsibility of Physician. Physician acknowledges and agrees that the costs of licensing, credentialing and medical malpractice insurance paid by the Practice on behalf of Physician will be reported as income to the Physician for tax purposes.

4. Patient Records and Information

     4.1 Patient Records and Patient Information . All patient records pertaining to professional services