Re: Amendment to Loan and Security Agreement

Exhibit 10.28

December 1, 2009

Transcend Services, Inc.

Medical Dictation Services, Inc.

Xxx Xxxxxxxx Xxxxxxx

Xxxxx 0000

Xxxxxxx, Xxxxxxx 00000

Attention: Xxxxx Xxxxxxx, Chief Financial Officer

Re: Amendment to Loan and Security Agreement

Ladies and Gentlemen:

Reference is hereby made to that certain Loan and Security Agreement dated as of August 31, 2009 (as at any time amended, the “Loan Agreement”) among Transcend Services, Inc., a Delaware corporation, Medical Dictation Services, Inc., a Maryland corporation (collectively, the “Borrowers”, and each individually, a “Borrower”), and Regions Bank, an Alabama bank (“Lender”). Capitalized terms used herein, unless otherwise defined herein, shall have the meaning ascribed to such terms in the Loan Agreement.

Section 6.14 of the Loan Agreement sets forth certain post-closing obligations to be satisfied by Borrowers.

Borrowers have timely satisfied all such post-closing obligations other than the requirement set forth in Section 6.14(a).

The parties desire to amend the Loan Agreement to provide for an extension of time for Borrowers to satisfy the requirement set forth in Section 6.14(a) of the Loan Agreement as hereinafter set forth.

NOW, THEREFORE, for and in consideration of TEN DOLLARS in hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Amendment. The Loan Agreement is hereby amended to reflect that (a) all post-closing obligations in Section 6.14 have been timely satisfied except for the requirement set forth in Section 6.14(a) and (b) Borrower shall have until the close of business on January 4, 2010 to satisfy the post-closing obligation set forth in Section 6.14(a). Without limiting the generality of the foregoing, in reference to Section 6.14 (a) of the Loan Agreement all references to December 1, 2009 shall be deemed to be references to January 4, 2010.

2. Ratification and Reaffirmation; Acknowledgements. Each Borrower hereby ratifies and reaffirms each of the Loan Documents and all of such Borrower’s covenants, duties and liabilities thereunder. Each Borrower acknowledges and stipulates that the Loan Agreement and the other Loan Documents executed by such Borrower are legal, valid and binding obligations of such Borrower that are enforceable against such Borrower in accordance with the terms thereof; and all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by such Borrower).

3. No Novation; Etc. Except as otherwise expressly provided in this agreement, nothing herein shall be deemed to amend or modify any provision of the Loan Agreement or any of the other Loan

Documents, each of which shall remain in full force and effect. This agreement is not intended to be, nor shall it be construed to create, a novation or accord and satisfaction, and the Loan Agreement as herein modified shall continue in full force and effect.

4. Miscellaneous. This agreement shall be governed by and construed in accordance with the internal laws of the State of Georgia and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This agreement may be executed in any number of counterparts and by different parties to this agreement on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile transmission or electronic mail in portable document format (PDF) shall be deemed to be an original signature hereto. To the fullest extent permitted by applicable law, the parties hereto each hereby waives the right to trial by jury in any action, suit, counterclaim or proceeding arising out of or related to this agreement.

Very truly yours,
REGIONS BANK
By:		/s/ Xxxx X. Xxxxx
		Xxxx X. Xxxxx, Vice President

Accepted and agreed to:
TRANSCEND SERVICES, INC.
By:		/s/ Xxxxx Xxxxxxx
		Xxxxx Xxxxxxx, Chief Financial Officer
MEDICAL DICTATION SERVICES, INC.
By:		/s/ Xxxxx Xxxxxxx
		Xxxxx Xxxxxxx, Chief Financial Officer