Exhibit 10.12


EMPLOYMENT AGREEMENT


THIS AGREEMENT (“Agreement”) is made and entered into as of January    ,
2007 (the “Effective Date”), by and between
Gary D. Bowers (the “Executive”) and
MERGE TECHNOLOGIES INCORPORATED, a Wisconsin corporation (the “Company”).


R E C I T A L S:


A.            The
Company is engaged in the provision of medical diagnostic imaging software and
professional services for healthcare facilities and medical equipment
manufacturers. The business in which the Company is engaged in from time-to-time
during the term of this Agreement, inclusive of new lines of business, if any,
are hereinafter collectively referred to as the “Business”;
and


B.            The Company desires
to employ the Executive and the Executive desires to accept such employment;


A G R E E M E N T:


NOW THEREFORE, in consideration of the foregoing Recitals, as well as
the promises, mutual covenants and agreements contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Executive do hereby agree as follows:


1.            Employment and
Duties. On the terms and subject to the conditions set forth in this
Agreement, the Company agrees to employ the Executive as its President of Merge
Healthcare North American operations to perform such duties as are consistent
with such position as may be assigned, from time to time, by the Board of
Directors (the “Board”), or the Chief Executive
Officer of the Company and to render such additional services and discharge
such other responsibilities as the Board, 
or Chief Executive Officer may, from time to time, stipulate consistent
with such senior management position. During the first year of employment, the
Executive’s principal place of employment shall be the Company’s current corporate
headquarters in Milwaukee, Wisconsin, or at one of the Company’s other offices
as mutually agreed between Executive and the Chief Executive Officer.


2.            Performance.
The Executive accepts the employment described in Section 1 of this
Agreement and agrees to devote substantially all of his/her working time and
efforts to the faithful and diligent performance of the services described
herein, including the performance of such other services and responsibilities
as the Board, or the Chief Executive Officer may, from time to time, stipulate
consistent with such senior management position.


3.            Term. The
term of Executive’s employment with the Company under this Agreement shall
commence February 5, 2007 (“Start Date”).
The term of employment shall remain in effect until and unless terminated in
accordance with the 













terms and conditions set forth in this Agreement. The period of time in
which Executive is employed shall constitute the “Employment
Period,” and each calendar year or portion of a calendar year during
the Employment Period is hereinafter sometimes referred to as a “Year.” The Board or appropriate committee thereof will
review the terms and conditions of this Employment Agreement at its sole
discretion, but no less frequently than once every three (3) years subsequent
to the Effective Date. This agreement replaces all prior written or oral
agreements between the Executive and the Company.


4.            Salary. For
all the services to be rendered by the Executive hereunder, commencing on the
Start Date, the Company agrees to pay a salary of no less than Two Hundred
Thrity-five Thousand, U.S. Dollars (U.S. $235,000) per year, payable in the
manner and frequency in which the Company’s payroll is customarily handled,
which amount shall be subject to annual review and possible adjustment as
provided in Section 5, below (“Salary”).


5.            Bonus. The
Executive shall be eligible for an annual performance bonus targeted at  percent (40%) of Salary, with the exact
amount paid dependent on achievement of defined Company and individual
performance targets. As an Executive Officer of the Company, adjustments to the
Executive’s compensation package, including Salary, annual bonus and annual
stock option awards, will be recommended annually by the Company’s Chief
Executive Officer and subject to approval of the Board or appropriate committee
thereof. For each Year the annual performance bonus is to be paid, it shall be
paid within thirty (30) days of the completion of the year-end financial
statements for that Year, but in no event later than May 31 of the following
year. The Chief Executive Officer, subject to approval of the Board or
appropriate committee thereof, may change the bonus target annually and any
dispute as to whether Executive met the performance targets for a Year shall be
determined conclusively by the Chief Executive Officer and Compensation
Committee of the Board (the “Compensation Committee”).
Such determination will be communicated in writing to the Executive by the
Chief Executive Officer or the Compensation Committee.


6.            Paid Time Off.
The Executive shall be entitled to paid time off for vacation, illness,
holidays and personal reasons in accordance with the Company’s paid time off
policy at the rate generally offered to other executives of the Company,
provided that Executive’s paid vacation shall be no less than twenty (20) days
per calendar year.


7.            Disability
Benefit. If at any time during the Employment Period the Executive is
unable to perform fully the material and substantial duties of the Executive’s
regular job position hereunder by reason of illness, accident, or other
disability (as confirmed by competent medical evidence by a physician selected
by the Executive Committee of the Board), the Executive shall be entitled to
receive periodic payments of Salary, bonus and any and all benefits to which he
would otherwise be entitled pursuant to Section 4, 5, 6, 8, 10 and 11 of
this Agreement by reason of his employment for a period of ninety (90) days. If
the Executive is prevented by reason of any illness, accident or other
disability from performing the material and substantial



 2
 









duties of his regular job position for a period of 180 days, whether or
not consecutive, in any twelve (12) month period which, in the opinion of a
physician selected by the Compensation Committee, is likely to continue to the
same degree, he will be considered to be suffering from a Disability (“Disability”). Notwithstanding the foregoing provisions, (i)
the amounts payable to the Executive pursuant to this Section 7 shall be
reduced by any amounts received by the Executive with respect to any such
incapacity pursuant to any insurance policy, plan, or other employee benefit
provided to the Executive by the Company; and (ii) in no event will the terms
of this Agreement supersede any health or disability benefit to which Executive
is entitled under applicable law.


8.            Stock Options.
Executive may be granted stock options at various future dates on an annual or
other basis upon recommendation by the Chief Executive Officer and approval by
the Board or the Compensation Committee.


9.            Change in Control.
Upon a “Change in Control” of the Company (as defined below), all of the
Executive’s then-outstanding and non-exercised options will immediately vest
and become exercisable. If a Change in Control occurs and in the event of the
Executive’s “Separation From Service” (as
defined in Section 409A of the Internal Revenue Code of 1986 as amended, and
any regulations thereunder) with the Company due to: (i) the involuntary
termination of his employment within 365 days following the Change in Control;
or (ii) his voluntarily terminating his employment with the Company within 365
days, following either: (a) any substantial and continuing reduction in
Executive’s responsibilities or authority with respect to the Company; (b) a
reduction in Executive’s compensation package, including Salary, in effect
immediately prior to the Change in Control; or (c) the Executive is required to
change the location of his principal place of employment more than 20 miles
from Executives current residence, then the Executive will be entitled to
receive the greater of: (I) any minimum severance payments required under
applicable federal, state and local law; or (II) all of the following: (A) his
then-current Salary for twelve additional months, as a Change in Control
allowance, to be paid pursuant to the Company’s standard payroll policies; (B)
an amount equal to the product of (x) one-twelfth of the maximum amount of the
Executive’s then-current annual bonus set forth in Section 5, determined
without regard to the achievement of performance targets, multiplied by (y) the
sum of twelve (12) plus the number of months of the current plan year during
which the Executive was employed, to be paid in a single payment concurrently
with the Executive’s final payment of the Change in Control allowance; and (C)
a continuation of the welfare benefits of health care, life and accidental
death and dismemberment, and disability insurance coverage (collectively, “Supplemental Benefits”) for twelve (12) months after the
effective date of his Separation From Service. These benefits shall be provided
at the same cost to the Executive (if any), and at the same coverage level, as
in effect as of the effective date of Executive’s Separation From Service.
However, in the event the premium cost and/or level of coverage shall change
for all management employees with respect to Supplemental Benefits, the cost
and/or coverage level, likewise, shall change for the Executive in a
corresponding manner. The continuation of Supplemental Benefits shall be
discontinued in the event Executive has available substantially similar welfare
benefits at a comparable cost from a subsequent employer. For the purposes of
this Section 9, “Change in Control”
of the Company shall mean (i) a change in the



 3
 









ownership
of stock of the Company having fifty percent (50%) or more of the voting power,
in a single transaction or series of transactions effected by a third party or
third parties acting in concert, or (ii) a change of fifty percent (50%) or
more of the members of the Board in a single transaction or series of
transactions effected by any third party or third parties acting in concert,
other than pursuant to nomination of a new slate of directors where there has
been no material change in beneficial ownership of the Company’s voting stock
within 365 days preceding such nomination or a sale of substantially all of the
Company’s assets.


10.          Other Benefits.
Except as otherwise specifically provided herein, during the Employment Period,
the Executive shall be eligible for all non-wage benefits the Company provides
generally for its executive employees.


11.          Business Expenses.


(a)          Reimbursement.
The Company shall reimburse the Executive for the reasonable, ordinary, and
necessary business expenses incurred by him in connection with the performance
of his duties hereunder, including, but not limited to, ordinary and necessary
travel expenses and entertainment expenses and mobile phone expenses.


(b)          Accounting.
The Executive shall provide the Company with an accounting of his expenses,
which accounting shall clearly reflect which expenses are reimbursable by the
Company. The Executive shall provide the Company with such other supporting
documentation and other substantiation of reimbursable expenses as will conform
to Internal Revenue Service or other requirements. All such reimbursements
shall be payable by the Company to the Executive promptly after receipt by the
Company of appropriate documentation therefor.


12.          Termination.
This Agreement may be terminated by the Company or the Board or appropriate
committee thereof at any time for the following reasons:


(a)          For Cause, by written
notice to the Executive. “Cause” shall
mean termination for gross negligence, commission of a felony or material
violation of any Company policies;


(b)          In the event of the
death of the Executive;


(c)          Upon the Executive’s
resignation or retirement from employment with the Company (this clause shall
not be construed as an agreement to employ the Executive for a defined term),
upon thirty (30) days advance written notice to the Company;


(d)          In the event of the
Disability of the Executive as defined in Section 7 of this Agreement,
subject to the Company discharging its duty to accommodate under applicable
law, by written notice to the Executive;



 4
 









(e)          By the Executive upon
written notice of the occurrence of “Good Reason,”
which shall be defined to include only:


a.               constructive termination;


b.              a material reduction in Salary or target
bonus percentage (%);


c.               the Executive is required to change the
location of his principal place of employment to more than 20 miles from
Executives current residence; or


d.              a material reduction in responsibility; or


(f)           Without Cause for
any reason other than as set forth above in Subsection 12 (a), (b), (c), (d)
or (e) by written notice to the Executive.


If this Agreement is terminated pursuant to this Section 12, the
Executive shall be deemed to have incurred a Separation From Service with the
Company.


13.          Severance. In
the event of the Executive’s Separation From Service with the Company pursuant
to Subsection 12 (d), (e) or (f), the Company shall pay the Executive,
as a severance allowance, the greater of (I) any minimum severance payments
required under applicable federal, state and local common law; or (II) all of
the following: (A) an amount equal to twelve (12) months of his then-current
Salary plus (B) the product of (i) one-twelfth of the Executive’s maximum
amount of bonus in effect for the then-current year times (ii) the sum
of the number of months of the current plan year during which the Executive was
employed plus an additional twelve (12) months and (C) a continuation of
Supplemental Benefits for twelve (12) months after the effective date of the
Executive’s Separation From Service. These benefits shall be provided at the
same cost to the Executive (if any), and at the same coverage level, as in
effect as of the effective date of the Executive’s Separation From Service.
However, in the event the premium cost and/or level of coverage shall change
for all management employees with respect to Supplemental Benefits, the cost
and/or coverage level, likewise, shall change for the Executive in a
corresponding manner. The amount of the severance allowance provided for in subsections
(A) and (B) of this Section 13 shall be paid out in equal
installments over the severance period. Notwithstanding anything to the
contrary contained herein, in the event the Executive receives (pursuant to the
operation of Section 9, above) severance benefits following the
Executive’s Separation From Service with the Company after a Change in Control
of the Company, then Executive shall not be entitled to any payment of a
severance allowance pursuant to this Section 13. If the Executive is not
entitled severance benefits pursuant to Section 9, then the Executive shall
continue to be eligible for a severance allowance per this Section 13.


14.          Surrender of
Properties. Upon termination of the Executive’s employment with the
Company, regardless of the cause therefor, the Executive shall promptly
surrender to the Company all property provided him by the Company for use in
relation to his employment, and, in addition, the Executive shall surrender to
the Company any and all confidential sales materials, lists of customers and
prospective customers, price lists, files, patent applications, records,
models, or other materials and



 5
 









information
of or pertaining to the Company or its customers or prospective customers or
the products, Business, and operations of the Company in his possession.


15.          Inventions.
Except as otherwise provided in this Section 15 the Executive:


(a)          shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge, or data of the Company or its Business or production
operations obtained by the Executive during his employment by the Company,
which shall not be generally known to the public or recognized as standard
practice (whether or not developed by the Executive);


(b)          shall promptly
disclose to the Company all inventions, ideas, devices, and processes made or
conceived by him alone or jointly with others, from the time of entering the
Company’s employ until such employment is terminated, relevant or pertinent in
any way, whether directly or indirectly, to the Company’s Business or
production operations or resulting from or suggested by any work which he may
have done for the Company or at its request;


(c)          shall, at all times
during his employment with the Company, assist the Company (entirely at the Company’s
expense) to obtain and develop for the Company’s benefit patents on such
inventions, ideas, devices and processes, whether or not patented; and


(d)          shall do all such
acts and execute, acknowledge and deliver all such instruments as may be
necessary or desirable in the opinion of the Company to vest in the Company the
entire interest in such inventions, ideas, devices, and processes referred to
above.


The foregoing to the contrary notwithstanding, the Executive shall not
be required to assign or offer to assign to the Company any of the Executive’s
rights in any invention for which no equipment, supplies, facility, or trade
secret information of the Company was used and which was developed entirely on
the Executive’s own time, unless: (A) the invention related to (i) the
Business; or (ii) the Company’s actual or demonstrably anticipated (with the
realistic prospect of occurring) research or development; or (B) the invention
results from any work performed by the Executive for the Company. The Executive
acknowledges his prior receipt of written notification of the limitation set
forth in the preceding sentence on the Executive’s obligation to assign or
offer to assign to the Company the Executive’s rights in inventions.


16.          Confidentiality of
Information: Duty of Non-Disclosure.


(a)           The Executive
acknowledges and agrees that his employment by the Company under this Agreement
necessarily involves his understanding of and access to certain trade secrets
and confidential information pertaining to the Business of the Company.
Accordingly, the Executive agrees that after the Effective Date at all times he
will not, directly or indirectly, without the express



 6
 









consent of the Company, disclose to or use for the benefit of any
person, corporation or other entity, or for himself any and all files, trade
secrets or other confidential information concerning the internal affairs of
the Company, including, but not limited to, information pertaining to its
customers, prospective customers, services, products, earnings, finances,
operations, methods or other activities, provided, however, that the foregoing
shall not apply to information which is of public record or is generally known,
disclosed or available to the general public or the industry generally, or
known by Executive prior to his employment with the Company. Further, the
Executive agrees that he shall not, directly or indirectly, remove or retain,
without the express prior written consent of the Company, and upon termination
of this Agreement for any reason shall return to the Company, any confidential
figures, calculations, letters, papers, records, computer disks, computer
print-outs, lists, documents, instruments, drawings, designs, programs,
brochures, sales literature, or any copies thereof, or any information or
instruments derived therefrom, or any other similar information of any type or
description, however such information might be obtained or recorded, arising
out of or in any way relating to the Business of the Company or obtained as a
result of his employment by the Company. The Executive acknowledges that all of
the foregoing are proprietary information, and are the exclusive property of
the Company. The covenants contained in this Section 16 shall survive
the termination of this Agreement for up to two years, and shall apply to
Executive everywhere in the United States and Canada. Nothing in this Section
16 is intended to, nor does it, limit Executive’s ability to be employed by
another after his employment with the Company ends; those limitations are
contained in Section 17).


(b)          Notwithstanding the
above, nothing in this Section 16 shall limit Executive’s duties or
obligations to comply with any applicable state’s trade secret laws.


(c)          The Executive agrees
and acknowledges that the Company does not have any adequate remedy at law for
the breach or threatened breach by the Executive of his covenant, and agrees
that the Company shall be entitled to injunctive relief to bar the Executive
from such breach or threatened breach in addition to any other remedies which
may be available to the Company at law or in equity.


17.          Covenant Not to
Compete.


(a)          During Employment
Period. During the Employment Period, the Executive shall not, without the
prior written consent of the Company, which consent may be withheld at the sole
and reasonable discretion of the Company, engage in any other business activity
for gain, profit, or other pecuniary advantage (excepting the investment of
funds in such form or manner as will not require any services on the part of
the Executive in the operation of the affairs of the companies in which such
investments are made) or engage in or in any manner be connected or concerned,
directly or indirectly, whether as an officer,



 7
 









director,
stockholder, partner, owner, employee, creditor, manager, or otherwise, with
the operation, management, or conduct of any business that competes with the
Business.


(b)          Following
Termination of Employment Period. Within the twelve (12) month period
immediately following the end of the Employment Period, regardless of the
reason therefore, the Executive shall not, without the Company’s prior written
consent, which consent may be withheld in the Company’s sole and reasonable
discretion, provide the same or similar services as provided to the Company to
another entity or person within the United States or Canada that is engaged in
a business similar to the Business being conducted at the time of such
termination.


18.          Covenant Not to
Deal or Solicit.


(a)          During Employment
Period. During the Employment Period, the Executive shall not, without the
Company’s prior written consent, which consent may be withheld in the Company’s
sole and reasonable discretion, directly or indirectly, solicit, contact,
interfere with, or divert any Customer of the Company (as defined below) or any
of its affiliates or subsidiaries for the purpose of selling to those Customers
any products or services whatsoever. For the purposes of this Section 18:
a “Customer” shall mean any person who
has purchased services or products from the Company, its Affiliates or
subsidiaries, during any time during the Employment Period or, to the knowledge
of the Executive, at any time prior to the Employment Period; and “Affiliates” shall mean entities controlling, controlled by
or under common control with the Company.


(b)          Following
Termination of Employment Period. Within the twelve (12) month period
immediately following the end of the Employment Period, regardless of the
reason therefore, the Executive shall not, without the prior written consent of
the Company, which consent may be withheld at the sole and reasonable
discretion of the Company, engage in any of the following:


(i)                                    contact or solicit any Customer of the
Company or any of its Affiliates or subsidiaries for the purposes of selling to
those Customers any product or services which are the same as, or substantially
similar to, or competitive with, products or services sold by the Company or
any of its Affiliates or subsidiaries as of the end of the Employment Period;


(ii)                                 transact any business with any Customer of
the Company or any of its Affiliates or subsidiaries with respect to any
product or services which are the same as, or substantially similar to, or
competitive with, products or services sold by the Company or any of its
Affiliates or Subsidiaries as of the end of the Employment Period; or



 8
 









(iii)                              directly solicit any employee then employed
by the Company or any of its Affiliates or subsidiaries, or previously employed
by any such company within the one-year period preceding the end of the Employment
Period, to join the Executive, whether as an officer, director, stockholder,
partner, owner, employee, manager, or otherwise, in any enterprise engaged in a
business similar to the Business being conducted at the time of such
termination.


19.          General Provisions.


(a)          Goodwill. The
Company has invested substantial time and money in the development of its
products, services, territories, advertising and marketing thereof, soliciting
clients and creating goodwill. By accepting employment with the Company, the
Executive acknowledges that the Customers are the customers of the Company and
that any goodwill created by the Executive belongs to and shall inure to the
benefit of the Company.


(b)          Acknowledgment.
The Executive acknowledges that the restrictions set forth in Sections 17
and  18 are reasonable in scope and essential to the preservation of
the Business and proprietary properties that belong to the Company and that the
enforcement thereof will not in any manner preclude the Executive, in the event
of the Executive’s termination of employment with the Company, from becoming
gainfully employed in such manner and to such extent as to provide a standard
of living for himself, the members of his family, and those dependent upon him
of at least the sort and fashion to which he and they have become accustomed
and may expect.


(c)          Severability.
The covenants of the Executive contained in Sections 16, 17 and 18 of
this Agreement shall each be construed as an agreement independent of any other
provision in this Agreement, and the existence of any claim or cause of action
of the Executive against the Company, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company of
such covenants. In the event that any part of any covenant of this Agreement is
determined by a court of law to be overly broad thereby making the covenant
unenforceable, the parties hereto agree, and it is their desire, that such
court shall, to the extent permitted, substitute a judicially enforceable
limitation in its place, and that as so modified, the covenant shall be binding
upon the parties as if originally set forth herein. Additionally, both parties
hereby expressly agree and contract that it is not the intention of either
party to violate any public policy, or statutory or common law, and that if any
provision of this Agreement shall, for any reason, be held unenforceable and a
court is not permitted to substitute a judicially enforceable limitation in its
place, such provision shall be severed from this Agreement unless, as a result
of such severance, the Agreement fails to reflect the basic intent of the
parties. If the Agreement continues to reflect the basic intent of the parties,
then the invalidity of such specific provision shall not affect the
enforceability of any other provision herein, and the remaining provisions
shall remain in full force and effect.



 9
 









(d)          Notices. Any
notice required or permitted hereunder shall be made in writing (i) either by
actual delivery of the notice into the hands of the party thereunder entitled,
or (ii) by depositing the notice with a nationally recognized overnight
delivery service, all shipping costs prepaid and addressed to the party to whom
the notice is to be given, at the party’s respective address set forth below,
or such other address as the parties may from time to time designate by written
notice as herein provided.




	
  As addressed to the Company:

   

  Merge
  Technologies Incorporated 

  6737 W. Washington
  Street 

  Milwaukee,
  Wisconsin 53214-5650 

  Attention: Chief
  Executive Officer

  	
  With a copy to: 
  

   

  Merge Technologies Incorporated 

  6737 W. Washington Street  

  Milwaukee, Wisconsin 53214-5650  

  Attention: General Counsel  

  
	
   

  	
   

  	
   

  
	
   As addressed to the Executive:

   

  Gary D. Bowers,
  at the home

  address on
  record with the

  Company

  	
   

  	
   

  






 


The notice shall be deemed to be received on the date of its actual
delivery to the address of the party entitled thereto.


(e)           Amendment and
Waiver. No amendment or modification of this Agreement shall be valid or
binding upon the Company unless made in writing and signed by an officer of the
Company duly authorized by the Board or upon the Executive unless made in
writing and signed by him. The waiver by the Company of the breach of any
provision of this Agreement by the Executive shall not operate or be construed
as a waiver of any subsequent breach by him.


(f)            Entire Agreement.
This Agreement constitutes the entire Agreement between the parties with
respect to the Executive’s duties and compensation as an executive of the
Company, and there are no representations, warranties, agreements or
commitments between the parties hereto with respect to his employment except as
set forth herein. No presumption shall be made in favor or against either party
based upon who has served as draftsman of this Agreement.


(g)           Governing Law.
This Agreement shall be governed by and construed in accordance with the
internal laws (and not the law of conflicts) of the State of Wisconsin.


(h)           Assignment. The
Executive may not under any circumstances assign any of his rights or delegate
any of his obligations hereunder without first obtaining the prior written
consent of the Company. This Agreement and all of the



 10
 









Company’s rights and obligations hereunder may be assigned or
transferred by it, in whole or in part, to be binding upon and inure to the
benefit of any parent, subsidiary or successor of the Company, provided either
the successor has a net worth greater than the Company at the time of
assignment or the Company remains primarily liable with respect to the
obligations so assigned.


(i)            Costs of
Enforcement, Litigation. In the event of any suit or proceeding seeking to
enforce the terms, covenants, or conditions of this Agreement, the prevailing
party shall, in addition to all other remedies and relief that may be available
under this Agreement or applicable law, recover his or its reasonable attorneys’
fees and costs as shall be determined and awarded by the court. Any controversy
or dispute with respect to the terms of Section 14, 15, 16, 17 or 18 of this
Agreement will survive termination of this Agreement and shall be litigated in
the state or federal courts of competent jurisdiction situated in Milwaukee,
Wisconsin or Atlanta, Georgia, to which jurisdiction and venue all parties
consent.


(j)            Mitigation.
The Executive shall not be obligated to seek other employment in mitigation of
the amounts payable under this Agreement, and the obtaining of any such other
employment shall in no event effect any reduction of the Company’s obligations
to make payments hereunder. Notwithstanding the foregoing, if Executive
receives the payments described in Section 9 by terminating his
employment following a Change in Control and Executive subsequently becomes re-employed
by the Company or by the party or parties effecting the Change in Control, the
amounts earned on re-employment (up to a period of one year’s compensation)
shall be repaid to the Company.


19.          Executive
Acknowledgement. The Executive acknowledges that:


(a)          the Executive has had
sufficient time to review this Employment Agreement thoroughly;


(b)          the Executive has
read and understands the terms of this Employment Agreement and the obligations
hereunder;


(c)          the Executive has
received good and adequate consideration for entering into this Employment
Agreement; and



 11
 









(d)          the Executive has
been given an opportunity to obtain independent legal advice concerning the
interpretation and effect of this Employment Agreement.


IN WITNESS WHEREOF, the Company  and the Executive
have entered into this Agreement as of the Effective Date.


 


	
  

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MERGE TECHNOLOGIES INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:                                                                              

  
	
   

  	
   

  	
                 Kenneth
  D. Rardin

                 President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:                                                                            

  
	
   

  	
   

  	
              “Gary
  D. Bowers

  



 



 12