AMENDMENT NO. 2 TO MANAGEMENT SERVICES AGREEMENT

Exhibit 10.4

AMENDMENT NO. 2
TO
MANAGEMENT SERVICES AGREEMENT

     THIS AMENDMENT NO. 2 TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”) is made and entered into effective as of April 30, 2009 by and between Virtual Radiologic Corporation, a Delaware corporation (“VRC”), Virtual Radiologic Professionals of Michigan, P.C., a Michigan professional corporation (the “Practice”) and Eduard Michel, M.D., who is hereby joined as a party to the Agreement (as defined below) solely with respect to the provisions of Sections 12.1 thereof, as modified by this Amendment. VRC, the Practice and Dr. Michel are referred to herein each individually as a “party,” and together the “parties.”

      WHEREAS , VRC and the Practice entered into that certain Management Services Agreement effective January 1, 2006, as amended (the “Agreement”);

      WHEREAS, pursuant to the Agreement, VRC provides systems infrastructure and management and administrative services to the Practice in order to permit the Practice to devote its full effort to the performance of professional radiology services on behalf of physician groups and other customers of the Practice;

      WHEREAS, the Practice is a single stockholder professional corporation, and the parties wish to ensure for an orderly transition of the ownership of the Practice in certain circumstances to an individual who is qualified to own the shares of the Practice.

      NOW, THEREFORE , for and in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and on the terms and subject to the conditions herein set forth, the Parties have agreed and do hereby agree as follows: