EXHIBIT 10.19


AMENDMENT TO


EMPLOYMENT AGREEMENT


 


This Amendment to Employment
Agreement (this “Amendment”) is made and effective as of December 28, 2012 (the “Effective Date”), between
VirtualScopics, Inc., a Delaware corporation (the “Company”) and L. Jeffrey Markin (the “Executive Officer”).


 


WHEREAS, the Company
and the Executive Officer are parties to an Employment Agreement dated February 24, 2009 (the “Employment Agreement”);


 


WHEREAS, the Company
and the Executive Officer desire to modify certain provisions of the Employment Agreement; and


 


WHEREAS, Section 16
of the Employment Agreement provides that the parties can amend the Employment Agreement in writing.


 


NOW, THEREFORE, in
consideration of the mutual covenants and conditions contained in this Amendment, and for other good and valuable consideration,
the parties hereto agree to modify the Employment Agreement as follows:


 


		1.	A new section 19 is inserted into the Employment Agreement
that provides as follows:



 


19.         Section 409A of the
Code.


 


(a)          The
compensation and benefits under this Agreement are intended to comply with or be exempt from the requirements of Section 409A of
the Code, and this Agreement will be interpreted and administered in a manner consistent with that intent. The preceding provision,
however, shall not be construed as a guarantee by the Company of any particular tax effect to the Executive Officer under this
Agreement. The Company shall not be liable to the Executive Officer if any payment made under this Agreement that is determined
to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment
made under this Agreement as an amount includible in gross income under Section 409A of the Code.


 


(b)          References
to “termination of employment” and similar terms used in this Agreement mean, to the extent necessary to comply with
Section 409A of the Code, the date that the Executive Officer first incurs a “separation from service” within the meaning
of Section 409A of the Code. Each payment under this Agreement shall be designated as a “separate payment” within the
meaning of Section 409A of the Code.


 


(c)          The
bonus referred to Section 4(b) of this Agreement shall be paid on a timely basis upon official close of the fiscal year, but in
no event later than March 15th of the year following the year over which the bonus is earned.


 




    	 



    	 



    

 


(d)          To
the extent any reimbursement provided under this Agreement is includable in the Executive Officer’s income, such reimbursements
shall be paid to the Executive Officer not later than December 31st of the year following the year in which the Executive Officer
incurs the expense and the amount of reimbursable expenses provided in one year shall not increase or decrease the amount of reimbursable
expenses to be provided in a subsequent year.


 


(e)          Notwithstanding
anything in this Agreement to the contrary, if at the time of the Executive Officer’s separation from service with the Company
the Executive Officer is a “specified employee” as defined in Section 409A of the Code, and any payment payable under
this Agreement as a result of such separation from service is required to be delayed by six months pursuant to Section 409A of
the Code, then the Company will make such payment on the date that is six months following the Executive Officer’s separation
from service with the Company. The amount of such payment will equal the sum of the payments that would have been paid to the Executive
Officer during the six-month period immediately following the Executive Officer’s separation from service had the payment
commenced as of such date and will not include interest.


 


		2.	All other provisions and conditions in the Employment
Agreement that are not revised or modified by this Amendment remain in full force and effect.



 


		3.	This Amendment may be executed in counterparts, each
of which shall be deemed an original, but all of which taken together shall constitute but one and the same document. A signature
transmitted by facsimile or electronic mail shall be deemed to be an original signature for all purposes.



 


(signature page immediately follows)


 




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IN WITNESS WHEREOF,
the parties have executed this Amendment as of the Effective Date.


 





	VIRTUALSCOPICS, INC.	 	EXECUTIVE OFFICER
	 	 	 	 	 
	By:	/s/ Terence A. Walts	 	By:	/s/ Jeffrey Markin
	 	 	 	 	 
	Terence A. Walts 

Chairman of the Compensation Committee of the 

Board of Directors of VirtualScopics, Inc.	 	Jeffrey Markin
	 	 	 	 	 
	Date:	December 28, 2012	 	Date:	December 28, 2012




 






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