AMENDMENT NO. 2
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 Illinois, S.C., an Illinois 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:
1. Section 12.1 of the Agreement is amended and restated to read as follows:
Section 12.1 Redemption, Sale to Substitute Stockholder .
Upon the occurrence of any of the following events, the shares held by any then-current stockholder of the