Retirement Savings Plan

Exhibit 10.34


AMICAS, INC. 401(k) RETIREMENT SAVINGS PLAN


by and between


AMICAS, INC.


and


PRUDENTIAL BANK & TRUST, FSB


PRUDENTIAL RETIREMENT SERVICES
NONSTANDARDIZED 401(K) PLAN


By executing this 401(k) plan Adoption Agreement (the "Agreement") under the Prudential Retirement Services Prototype Plan, the Employer agrees to establish or continue a 401(k) plan for its Employees. The 401(k) plan adopted by the Employer consists of the Basic Plan Document #01 (the "BPD") and the elections made under this Agreement (collectively referred to as the "Plan"). A Related Employer may jointly co-sponsor the Plan by signing a Co-Sponsor Adoption Page, which is attached to this Agreement. (See Section 22.164 of the BPD for the definition of a Related Employer.) THIS PLAN IS EFFECTIVE AS OF THE EFFECTIVE DATE IDENTIFIED ON THE SIGNATURE PAGE OF THIS AGREEMENT.


1. EMPLOYER INFORMATION


a. NAME AND ADDRESS OF EMPLOYER EXECUTING THE SIGNATURE PAGE OF THIS
AGREEMENT: AMICAS, Inc. 20 Guest Street, Suite 200 Boston,
Massachusetts 02135-2040


b. EMPLOYER IDENTIFICATION NUMBER (EIN) FOR THE EMPLOYER: 59-2248411


c. BUSINESS ENTITY OF EMPLOYER (optional): _________________________


[X] (1) C-Corporation


[ ] (2) S-Corporation


[ ] (3) Limited Liability Corporation


[ ] (4) Sole Proprietorship


[ ] (5) Partnership


[ ] (6) Limited Liability Partnership


[ ] (7) Government


[ ] (8) Other __________


d. LAST DAY OF EMPLOYER'S TAXABLE YEAR (optional):


e. DOES THE EMPLOYER HAVE ANY RELATED EMPLOYERS (as defined in
Section 22.164 of the BPD)?


[X] (1) Yes


[ ] (2) No


f. IF E. IS YES, LIST THE RELATED EMPLOYERS (optional):


AMICAS PACS, Corp.


[NOTE: This Plan will cover Employees of a Related Employer only
if such Related Employer executes a Co-Sponsor Adoption Page.
Failure to cover the Employees of a Related Employer may result
in a violation of the minimum coverage rules under Code
Section 410(b). See Section 1.3 of the BPD.]


2. PLAN INFORMATION


a. NAME OF PLAN: AMICAS, Inc. 401(k) Retirement Savings Plan


b. PLAN NUMBER (as identified on the Form 5500 series filing for the
Plan): 001


c. TRUST IDENTIFICATION NUMBER (optional): _________________________


d. PLAN YEAR: [Check (1) or (2). Selection (3) may be selected in
addition to (1) or (2) to identify a Short Plan Year.]


[X] (1) The calendar year.


[ ] (2) The 12-consecutive month period ending _____.


[ ] (3) The Plan has a Short Plan Year beginning _____ and
ending _____.


3. TYPES OF CONTRIBUTIONS


The following types of contributions are authorized under this
Plan. The selections made below should correspond with the
selections made under Parts 4A, 4B, 4C, 4D and 4E of this
Agreement.


[X] a. SECTION 401(K) DEFERRALS (see Part 4A).


[X] b. EMPLOYER MATCHING CONTRIBUTIONS (see Part 4B).


[X] c. EMPLOYER NONELECTIVE CONTRIBUTIONS (see Part 4C).


[ ] d. EMPLOYEE AFTER-TAX CONTRIBUTIONS (see Part 4D).


[ ] e. SAFE HARBOR MATCHING CONTRIBUTIONS (see Part 4E, #27).


[ ] f. SAFE HARBOR NONELECTIVE CONTRIBUTIONS (see Part 4E,
#28).


[ ] g. NONE. This Plan is a frozen Plan effective _____ (see
Section 2.1(d) of the BPD).


(C) Copyright 2002 NonStandardized Prudential Retirement Services 401(k) Adoption Agreement


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PART 1 - ELIGIBILITY CONDITIONS


(See Article 1 of the BPD)


4. EXCLUDED EMPLOYEES. [Check a. or any combination of b. - f. for
those contributions the Employer elects to make under Part 4 of
this Agreement. See Section 1.2 of the BPD for rules regarding
the determination of Excluded Employees for Employee After-Tax
Contributions, QNECs, QMACs and Safe Harbor Contributions.]


(1)
SECTION (2) (3)
401(K) EMPLOYER EMPLOYER
DEFERRALS MATCH NONELECTIVE
--------- -------- -----------
a. [ ] [ ] [ ] No excluded categories of Employees.


b. [X] [X] [X] Union Employees (see Section 22.202 of
the BPD).


c. [X] [X] [X] Nonresident Alien Employees (see
Section 22.124 of the BPD).


d. [X] [X] [X] Leased Employees (see Section 1.2(b)
of the BPD).


e. [ ] [ ] [ ] Highly Compensated Employees (see
Section 22.99 of the BPD).


f. [ ] [ ] [ ] (Describe Excluded Employees):


________________________________


5. MINIMUM AGE AND SERVICE CONDITIONS FOR BECOMING AN ELIGIBLE
PARTICIPANT. [Check a. or check b. and/or any one of c. - e. for
those contributions the Employer elects to make under Part 4 of
this Agreement. Selection f. may be checked instead of or in
addition to any selections under b. - e. See Section 1.4 of the
BPD for the application of the minimum age and service conditions
for purposes of Employee After - Tax Contributions, QNECs, QMACs
and Safe Harbor Contributions. See Part 7 of this Agreement for
special service crediting rules.]


(1)
SECTION (2) (3)
401(K) EMPLOYER EMPLOYER
DEFERRALS MATCH NONELECTIVE
--------- -------- -----------
a. [ ] [ ] [ ] None (conditions are met on Employment
Commencement Date).


b. [X] [X] [X] Age 21 (cannot exceed age 21).


c. [ ] [ ] [ ] One Year of Service.


d. [ ] [ ] [ ] _____ consecutive months (not more
than 12) during which the Employee
completes at least _____ Hours of
Service (cannot exceed 1,000). If an
Employee does not satisfy this
requirement in the first designated
period of months following his/her
Employment Commencement Date, such
Employee will be deemed to satisfy
this condition upon completing a Year
of Service (as defined in Section
1.4(b) of the BPD).


e. N/A [ ] [ ] Two Years of Service. [Full and
immediate vesting must be selected
under Part 6 of this Agreement.]


f. [ ] [ ] [ ] (Describe eligibility conditions):


________________________________


[NOTE: Any conditions provided under
f. must be described in a manner that
precludes Employer discretion and must
satisfy the nondiscrimination
requirements of Section 1.401(a)(4) of
the regulations, and may not cause the
Plan to violate the provisions of Code
Section 410(a).]


[ ] 6. DUAL ELIGIBILITY. Any Employee (other than an Excluded Employee)
who is employed on the date designated under a. or b. below, as
applicable, is deemed to be an Eligible Participant as of the
later of the date identified under this #6 or the Effective Date
of this Plan, without regard to any Entry Date selected under
Part 2. See Section 1.4(d)(2) of the BPD. [NOTE: If this #6 is
checked, also check a. or b. If this #6 is not checked, the
provisions of Section 1.4(d)(1) of the BPD apply.]


[ ] a. The Effective Date of this Plan.


[ ] b. (Identify date)________________________________________


[NOTE: Any date specified under b. may not cause the Plan to
violate the provisions of Code Section 410(a). See Section 1.4 of
the BPD.]


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PART 2 - COMMENCEMENT OF PARTICIPATION


(See Section 1.5 of the BPD)


7. ENTRY DATE UPON WHICH PARTICIPATION BEGINS AFTER COMPLETING
MINIMUM AGE AND SERVICE CONDITIONS UNDER PART 1, #5 ABOVE. [Check
one of a. - e. for those contributions the Employer elects to
make under Part 4 of this Agreement. See Section 1.5 of the BPD
for determining the Entry Date applicable to Employee After-Tax
Contributions, QNECs, QMACs and Safe Harbor Contributions.]


(1)
SECTION (2) (3)
401(K) EMPLOYER EMPLOYER
DEFERRALS MATCH NONELECTIVE
--------- -------- -----------
a. [ ] [ ] [ ] The next following Entry Date (as
defined in #8 below).


b. [X] [X] [X] The Entry Date (as defined in #8
below) coinciding with or next
following the completion of the age
and service conditions.


c. N/A [N/A] [N/A] The nearest Entry Date (as defined in
#8 below).


d. N/A [N/A] [N/A] The preceding Entry Date (as defined
in #8 below).


e. [ ] [ ] [ ] The date the age and service
conditions are satisfied. [Also check
#8.e. below for the same type of
contribution(s) checked here.]


8. DEFINITION OF ENTRY DATE. [Check one of a. - e. for those
contributions the Employer elects to make under Part 4 of this
Agreement. Selection f. may be checked instead of or in addition
to a. - e. See Section 1.5 of the BPD for determining the Entry
Date applicable to Employee After-Tax Contributions, QNECs, QMACs
and Safe Harbor Contributions.]


(1)
SECTION (2) (3)
401(K) EMPLOYER EMPLOYER
DEFERRALS MATCH NONELECTIVE
--------- -------- -----------
a. [ ] [ ] [ ] The first day of the Plan Year and the
first day of 7th month of the Plan
Year.


b. [ ] [ ] [ ] The first day of each quarter of the
Plan Year.


c. [X] [X] [X] The first day of each month of the
Plan Year.


d. [ ] [ ] [ ] The first day of the Plan Year. [If
#7.a. or #7.b. above is checked for
the same type of contribution as
checked here, see the restrictions in
Section 1.5(b) of the BPD.]


e. [ ] [ ] [ ] The date the conditions in Part 1, #5.
above are satisfied. [This e. should
be checked for a particular type of
contribution only if #7.e. above is
also checked for that type of
contribution.]


f. [ ] [ ] [ ] (Describe Entry Date)_________________


[NOTE: Any Entry Date designated in f.
must comply with the requirements of
Code Section 410(a)(4) and must
satisfy the nondiscrimination
requirements under Section 1.401(a)(4)
of the regulations. See Section 1.5(a)
of the BPD.]


(C) Copyright 2002 NonStandardized Prudential Retirement Services 401(k) Adoption Agreement


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PART 3 - COMPENSATION DEFINITIONS


(See Sections 22.102 and 22.197 of the BPD)


9. DEFINITION OF TOTAL COMPENSATION:


[X] a. W-2 Wages.


[ ] b. Withholding Wages.


[ ] c. Code Section 415 Safe Harbor Compensation.


[NOTE: Each of the above definitions is increased for
Elective Deferrals (as defined in Section 22.61 of the BPD),
for pre-tax contributions to a cafeteria plan or a Code
Section 457 plan, and for qualified transportation fringes
under Code Section 132(f)(4). See Section 22.197 of the
BPD.]


10. DEFINITION OF INCLUDED COMPENSATION for allocation of
contributions or forfeitures: [Check a. or b. for those
contributions the Employer elects under Part 4 of this Agreement.
If b. is selected for a particular contribution, also check any
combination of c. through j. for that type of contribution. See
Section 22.102 of the BPD for determining Included Compensation
for Employee After-Tax Contributions, QNECs, QMACs and Safe
Harbor Contributions.]


(1)
SECTION (2) (3)
401(K) EMPLOYER EMPLOYER
DEFERRALS MATCH NONELECTIVE
--------- -------- -----------
a. [ ] [ ] [ ] Total Compensation, as defined in #9
above.


b. [X] [X] [X] Total Compensation, as defined in #9
above, with the following exclusions:


c. N/A [ ] [ ] Elective Deferrals, pre-tax
contributions to a cafeteria plan or a
Code Section 457 plan, and qualified
transportation fringes under Code
Section 132(f)(4) are excluded. See
Section 22.102 of the BPD.


d. [X] [X] [X] Fringe benefits, expense
reimbursements, deferred compensation,
and welfare benefits are excluded.


e. [ ] [ ] [ ] Compensation above $__________ is
excluded.


f. [ ] [ ] [ ] Bonuses are excluded.


g. [ ] [ ] [ ] Commissions are excluded.


h. [ ] [ ] [ ] Overtime is excluded.


i. [ ] [ ] [ ] Amounts paid for services performed
for a Related Employer that does not
execute the Co-Sponsor Adoption Page
under this Agreement are excluded.


j. [X] [X] [X] (Describe modifications to Included
Compensation): moving expenses,
severance payments, employee referral
payments, amounts not paid in cash,
amounts paid by an Affiliate, the
value of a qualified or a
non-qualified stock option granted to
an Employee by the Employer to the
extent such value is includable in the
Employee's taxable income are all
excluded from Compensation.


[NOTE: Unless otherwise provided under j., any exclusions
selected under f. through j. above do not apply to Nonhighly
Compensated Employees in determining allocations under the
Permitted Disparity Method under Part 4C, #21.b. of this
Agreement or for purposes of applying the Safe Harbor 401(k) Plan
provisions under Part 4E of this Agreement.]


[ ] 11. SPECIAL RULES.


[ ] a. HIGHLY COMPENSATED EMPLOYEES ONLY. For all purposes
under the Plan, the modifications to Included
Compensation elected in #10.f. through #10.j. above
will apply only to Highly Compensated Employees.


[ ] b. MEASUREMENT PERIOD (SEE THE OPERATING RULES UNDER
SECTION 2.2(C)(3) OF THE BPD). Instead of the Plan
Year, Included Compensation is determined on the basis
of the period elected under (1) or (2) below.


[ ] (1) The calendar year ending in the Plan Year.


[ ] (2) The 12-month period ending on _______________
which ends during the Plan Year.


(C) Copyright 2002 NonStandardized Prudential Retirement Services 401(k) Adoption Agreement


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[NOTE: If this selection b. is checked, Included
Compensation will be determined on the basis of the period
designated in (1) or (2) for all contribution types. If this
selection b. is not checked, Included Compensation is based
on the Plan Year. See Part 4 for the ability to use partial
year Included Compensation.]


[PRACTITIONER TIP: If #11.b is checked, it is recommended
that the Limitation Year for purposes of applying the Annual
Additions Limitation under Code Section 415 correspond to
the period used to determine Included Compensation. This
modification to the Limitation Year may be made in Part 13,
#69.a. of this Agreement.]


PART 4A - SECTION 401(K) DEFERRALS


(See Section 2.3(a) of the BPD)


[X] Check this selection and complete the applicable sections of this Part
4A to allow for Section 401(k) Deferrals under the Plan.


[X] 12. SECTION 401(K) DEFERRAL LIMIT. 80% of Included Compensation. [If this
#12 is NOT checked, the Code Section 402(g) deferral limit described
in Section 17.1 of the BPD and the Annual Additions Limitation under
Article 7 of the BPD still apply.]


[X] a. APPLICABLE PERIOD. The limitation selected under #12 applies
with respect to Included Compensation earned during:


[X] (1) the Plan Year.


[ ] (2) the portion of the Plan Year in which the Employee
is an Eligible Participant.


[ ] (3) each separate payroll period during which the
Employee is an Eligible Participant.


[NOTE: If Part 3, #11.b. is checked, any period selected
under this a. will be determined as if the Plan Year were
the period designated under Part 3, #11.b. See Section
2.2(c)(3) of the BPD.]


[ ] b. LIMIT APPLICABLE ONLY TO HIGHLY COMPENSATED EMPLOYEES. [If
this b. is not checked, any limitation selected under #12
applies to all Eligible Participants.]


[ ] (1) The limitation selected under #12 applies only to
Highly Compensated Employees.


[ ] (2) The limitation selected under #12 applies only to
Nonhighly Compensated Employees. Highly
Compensated Employees may defer up to ____% of
Included Compensation (as determined under a.
above). [The percentage inserted in this (2) for
Highly Compensated Employees must be lower than
the percentage inserted in #12 for Nonhighly
Compensated Employees.]


[ ] 13. MINIMUM DEFERRAL RATE: [If this #13 is not checked, no minimum
deferral rate applies to Section 401(k) Deferrals under the Plan.]


[ ] a. _____% of Included Compensation for a payroll period.


[ ] b. $____ for a payroll period.


[ ] 14. AUTOMATIC DEFERRAL ELECTION. (See Section 2.3(a)(2) of the BPD.) An
Eligible Participant will automatically defer ____% of Included
Compensation for each payroll period, unless the Eligible Participant
makes a contrary Salary Reduction Agreement election on or after ____.
This automatic deferral election will apply to:


[ ] a. all Eligible Participants.


[ ] b. only those Employees who become Eligible Participants on or
after the following date:


[ ] 15. EFFECTIVE DATE. If this Plan is being adopted as a new 401(k) plan or
to add a 401(k) feature to an existing plan, Eligible Participants may
begin making Section 401(k) Deferrals as of:____


(c) Copyright 2002 NonStandardized Prudential Retirement Services 401(k) Adoption Agreement


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PART 4B - EMPLOYER MATCHING CONTRIBUTIONS


(See Sections 2.3(b) and (c) of the BPD)


[X] CHECK THIS SELECTION AND COMPLETE THIS PART 4B TO ALLOW FOR EMPLOYER
MATCHING CONTRIBUTIONS. Each formula allows for Employer Matching
Contributions to be allocated to Section 401(k) Deferrals and/or
Employee After-Tax Contributions (referred to as "applicable
contributions"). If a matching formula applies to both types of
contributions, such contributions are aggregated to determine the
Employer Matching Contribution allocated under the formula. If any
formula applies to Employee After-Tax Contributions, Part 4D must be
completed. [NOTE: Do not check this selection if the only Employer
Matching Contributions authorized under the Plan are Safe Harbor
Matching Contributions. Instead, co ...