AMENDMENT NO. 3 TO PROFESSIONAL AND MANAGEMENT SERVICES AGREEMENT AND LICENSE

Exhibit 10.1

AMENDMENT NO. 3
TO
PROFESSIONAL AND MANAGEMENT SERVICES AGREEMENT AND
LICENSE

     THIS AMENDMENT NO. 3 TO PROFESSIONAL AND MANAGEMENT SERVICES AGREEMENT AND LICENSE (this “Amendment”) is made and entered into effective as of April 30, 2009 by and between Virtual Radiologic Professionals, LLC, a Delaware Limited Liability Company (“VRP” or the “Practice”), Virtual Radiologic Corporation, a Delaware corporation (“VRC”) and, for purposes of granting the rights specified under Section 12.17 of the Agreement to VRC, and agreeing to take the further actions specified under Section 12.17 of the Agreement, in each case as such Section is amended hereby, Eduard Michel, M.D. VRP, VRC and Dr. Michel are referred to herein each individually as a “party,” and together the “parties.”

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

      WHEREAS, the Practice is a single member limited liability company, 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 membership units 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:

     (a) The