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VQ OrthoCare Compliance Committee Charter

Committee’s Purposes
The purposes of the Compliance Committee are to: (a) promote compliance with the legal duties imposed upon the Company as a provider of health care products and services; (b) foster and assure ethical conduct by all Company employees and agents; (c) provide recommendations to Company management regarding compliance with legal requirements and standards of ethical conduct; (d) oversee the Company’s Corporate Compliance Program; (e) advise the Company’s Compliance Officer with respect to the day-to-day operations of the Company’s Compliance Program; and (f) perform any other duties as are directed by the VQ OrthoCare Board of Directors.

Committee’s Authority
The VQ Board of Directors has approved the Company’s Compliance Program and established the Compliance Committee. The VQ Board of Directors has adopted the Compliance Committee Charter.

Committee Membership
The membership of the Committee shall consist of senior management of the Company and certain Departmental Directors. Collectively, the members of the Committee shall represent all Company Departments. The members of the Committee shall be approved by the VQ Board of Directors.

Committee Resources
The Committee shall have the authority to retain such advisors and employ such resources as deemed necessary by the Committee to fulfill its mandates under this Charter.

Compliance Officers
The Compliance Officers shall serve as the Chairmen of the Compliance Committee. The VQ Board of Directors shall appoint the Compliance Officers. The Compliance Officers shall not be the Company’s Chief Financial Officer or report to the Company’s Chief Financial Officer. The Compliance Officers shall report directly to the Company’s Chief Executive Officer.

Administration
The Committee relies on the expertise and knowledge of the members of the Compliance Committee and Company legal counsel in carrying out its responsibilities. The Committee provides recommendations and guidance to management regarding compliance with applicable laws, rules and regulations and standards of ethical conduct. Unless otherwise instructed by the Company’s Board of Directors, it is not the duty of the Compliance Committee to implement any such recommendations or guidance. Rather, it is the duty of Company management to consider the Committee’s recommendations and guidance in making management decisions.

The Committee will have the resources and authority necessary to discharge its duties and responsibilities, including the authority to retain outside counsel or other experts or consultants, as it deems appropriate. Any communication between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications.

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