McP-MSC Acquisition, Inc. Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2006 • McP-MSC Acquisition, Inc. • Florida

THIS AGREEMENT (“Agreement”) dated June 1, 2005 is entered into by and between MSC-Medical Services Company, a Florida corporation (the “Company”), and Craig Rollins (“Executive”).

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 17th, 2006 • McP-MSC Acquisition, Inc. • Services-health services • Delaware

This Restricted Stock Agreement (“Agreement”) is made and entered into as of the 31st day of March, 2006, by and among MCP-MSC Acquisition, Inc., a Delaware corporation (the “Company”), and Patrick G. Dills (“Stockholder”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2006 • McP-MSC Acquisition, Inc. • Florida

THIS EMPLOYMENT AGREEMENT (“Agreement”) dated as of October __, 2004 is entered into by and between MSC-Medical Services Company, a Florida corporation (the “Company”), and Joseph Delaney (“Executive”).

MCP-MSC ACQUISITION, INC.
Stockholders’ Agreement • March 31st, 2006 • McP-MSC Acquisition, Inc. • New York
AMENDMENT NO. 2 TO THE REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • March 31st, 2006 • McP-MSC Acquisition, Inc. • New York

AMENDMENT NO. 2 TO THE REVOLVING CREDIT AGREEMENT dated as of December 9, 2005 (this “Amendment”) among MSC-Medical Services Company, a Florida corporation (the “Borrower”), MCP-MSC Acquisition, Inc., a Delaware corporation (“Holdings”), the banks, financial institutions and other lenders party hereto (collectively, the “Lenders”) and Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

REGISTRATION RIGHTS AGREEMENT by and among MSC-Medical Services Company MCP-MSC Acquisition, Inc. and Banc of America Securities LLC Dated as of [•], 2005
Registration Rights Agreement • March 31st, 2006 • McP-MSC Acquisition, Inc. • New York

This Agreement is made pursuant to the Purchase Agreement, dated as of [•], 2005 (the “Purchase Agreement”), by and among the Company, Holdings and the Initial Purchasers (i) for the benefit of each Initial Purchaser and (ii) for the benefit of the holders from time to time of the Initial Securities (including each Initial Purchaser). In order to induce the Initial Purchasers to purchase the Initial Securities, the Company and Holdings have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(h) of the Purchase Agreement.

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2006 • McP-MSC Acquisition, Inc. • Florida

This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of March 31, 2005, is made by and between MSC-Medical Services Company, a Florida corporation (the “Company”), and Joseph Delaney (“Executive”).

COINVESTOR STOCK SUBSCRIPTION AGREEMENT
Stock Subscription Agreement • March 31st, 2006 • McP-MSC Acquisition, Inc. • New York

This STOCK SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of March 30, 2005 among MCP-MSC Acquisition, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule 1 hereto (each a “Subscriber”, and collectively, the “Subscribers”).

MCP STOCK SUBSCRIPTION AGREEMENT
Stock Subscription Agreement • March 31st, 2006 • McP-MSC Acquisition, Inc. • New York

This STOCK SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of March 31, 2005 among MCP-MSC Acquisition, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule 1 hereto (each a “Subscriber”, and collectively, the “Subscribers”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 17th, 2006 • McP-MSC Acquisition, Inc. • Services-health services • Florida

THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated March 31, 2006, but effective as of February 15, 2006 (the “Effective Date”) is entered into by and between MSC-Medical Services Company, a Florida corporation (the “Company”), MCP-MSC Acquisition, Inc., a Delaware corporation (the “Issuer”), and Patrick Dills (“Executive”).

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 31st, 2006 • McP-MSC Acquisition, Inc. • New York

THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made as of March 31, 2005, by and among MCP-MSC Acquisition, Inc., a Delaware corporation (“Buyer”), MSC Acquisition, Inc., a Florida corporation (the “Company”), HIG-MSC, Inc., a Cayman Islands corporation (the “Stockholder Representative”), and the persons signatory hereto as “Equityholders” (the “Equityholders”).

ROLLOVER STOCK SUBSCRIPTION AGREEMENT
Stock Subscription Agreement • March 31st, 2006 • McP-MSC Acquisition, Inc. • New York

This STOCK SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of March 31, 2005 among MCP-MSC Acquisition, Inc., a Delaware corporation (the “Company”), and the investor listed on Schedule 1 hereto (the “Subscriber”).

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