Exhibit
      10.1

    


    VIRTUALSCOPICS,
      INC. 

    NON-EMPLOYEE
      DIRECTORS’ COMPENSATION PLAN


    


    SECTION
      1. PURPOSE. The
      purpose of the VirtualScopics, Inc. Non-Employee Directors’ Compensation Plan
      (the “Plan”) is to promote the success of VirtualScopics, Inc. (the “Company”)
      by compensating directors who are not employees of the Company or any of its
      affiliated companies (a "Participant") and enhancing the stock ownership of
      directors by providing a method whereby Participants may receive their annual
      Board, Committee and Chairman retainers (an "Annual Retainer") or meeting fees
      ("Meeting Fees") in shares of the Company's Common Stock ("Common Stock").
      

    


    The
      stock
      options and shares of Common Stock that may be issued pursuant to the Plan
      shall
      be issued under the VirtualScopics, Inc., 2006 Long-Term Incentive Plan, as
      it
      may be amended from time to time (“2006 Plan”), subject to all of the terms and
      conditions of the 2006 Plan. The terms contained in the 2006 Plan are
      incorporated into and made a part of this Plan with respect to the stock options
      and Common Stock granted pursuant hereto and any such awards shall be governed
      by and construed in accordance with the 2006 Plan. In the event of any actual
      or
      alleged conflict between the provisions of the 2006 Plan and the provisions
      of
      this Plan, the provisions of the 2006 Plan shall be controlling and
      determinative. This Plan does not constitute a separate source of shares for
      the
      grant of the equity awards described herein.

    


    SECTION
      2. FEES.
      Each Participant shall be entitled to compensation as follows: 

    


    A.
       INITIAL
      STOCK OPTION GRANT. Each Participant is entitled to a one-time stock option
      grant for 25,000 shares of Common Stock pursuant to the 2006 Plan. No option
      shall have an exercise price below any existing, applicable anti-dilution
      trigger price. Such option shall vest 25% on each anniversary of the date of
      grant. The initial stock option shall be granted at the first Board meeting
      attended by a Participant, to the extent the grant is permitted at such time,
      or
      such later regular Board meeting when such grant is permitted. 

    


    B. ANNUAL
      STOCK OPTION GRANT. Each Participant shall be eligible to receive an annual
      stock option grant under the 2006 Plan at or about the February board meeting.
      The amount of the grant will be determined by the Compensation Committee based
      on Participant performance during the previous year. The number of shares of
      Common Stock available, in the aggregate, for annual option grants will be
      determined by dividing (x) an amount up to Fifteen Thousand Dollars ($15,000)
      by
      (y) a per share amount equal to the Black-Scholes pricing model value of an
      option to purchase one share of Common Stock on such date. No option shall
      have
      an exercise price below any existing, applicable anti-dilution trigger price.
      

    


    C. ANNUAL
      RETAINER. Each Participant is entitled to an Annual Retainer of $5,000. A
      pro-rata Annual Retainer will be paid to any Participant based on the number
      of
      days during the year in which the Participant serves as a director.

     

    D. MEETING
      FEES. Participants will be entitled to receive the following Meeting Fees:
      

    


    
      	
              Board
                Meetings

            	 	
              $

            	
              1,500

            	 
	
              Committee
                Meetings

            	 	
              $

            	
              500

            	 
	
              Committee
                Chair

            	 	
              $

            	
              750

            	 


    

    


    Participants
      will not be paid for more than one meeting per day. In the event there are
      multiple meetings, payment will be made for the meeting requiring the highest
      fee. 

     

    
      
        
        

      

      
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    SECTION
      3. PAYMENT
      OF FEES. Each Participant shall be given an opportunity by the Company on an
      annual basis to elect (the “Annual Election”) to receive his or her Annual
      Retainer or Meeting Fees in shares of Common Stock under the 2006 Plan, as
      follows:

    


    A. ANNUAL
      RETAINER. If selected, the value of the shares of Common Stock payable in lieu
      of an Annual Retainer shall equal the amount of the Annual Retainer, subject
      to
      Section 3.C., below. 

    


    B. MEETING
      FEES. If selected, the value of shares of Common Stock payable in lieu of the
      Meeting Fees shall equal the amount of such Meetings Fees, subject to Section
      3.C., below.

    


    C. ALL
      FEES.


    


    1.
      All
      fees shall be paid quarterly on or about the tenth business day following the
      end of a quarter for the previous quarter. 

    


    2.
      Each
      Participant will be asked to declare his or her Annual Election on the date
      of
      each annual shareholders meeting for the coming year. For those directors
      electing to fees in the form of an award of shares, the Fair Market Value (as
      defined in Section 4 hereof) on the last business day of the quarter will be
      used to calculate the number of shares contained in the award in lieu of cash
      for the quarter. Each such award shall be approved by the Board of Directors.
      Such price, however, shall not be below any existing anti-dilution trigger
      price
      applicable to the Company. 

    


    3.
      The
      shares awarded in lieu of fees may contain such restrictions and vesting
      criteria, or no restrictions and immediate vesting, to the extent determined
      by
      the Compensation Committee.

    


    SECTION
      4. SHARE
      CERTIFICATES, VOTING AND OTHER RIGHTS.

    


    A. SHARE
      CERTIFICATES. The certificates for shares of Common Stock issued under Section
      3
      hereof may be registered in the name of the Participant, or in the name of
      the
      Participant and one other individual as joint tenants. Any dividends, or
      distributions, payable in cash or in kind with respect to the shares of Common
      Stock that have been issued, shall be paid to the Participant. All shares of
      Common Stock issued hereunder shall be fully paid and non-assessable and the
      Participant shall have all voting rights with respect thereto. 

    


    B. FAIR
      MARKET VALUE. "Fair Market Value," shall be as defined in the 2006
      Plan.

    


    C. FRACTIONS
      OF SHARES. The Company shall not issue fractions of shares. Whenever under
      the
      terms of the Plan, a fractional share would otherwise be required to be issued,
      the unpaid amount shall be added to the fees for the next quarterly
      period.

    


    D. GENERAL
      RESTRICTIONS. Notwithstanding any other provision of the Plan, the Company
      shall
      have no liability to deliver any Common Stock under the Plan or make any other
      distribution of benefits under the Plan unless such delivery or distribution
      would comply with all applicable laws (including, without limitation, the
      requirements of the Securities Act of 1933, as amended), and the applicable
      requirements of any securities exchange or similar entity. 

    


    E. CHANGE
      IN
      CAPITAL STRUCTURE. In the event of any change in the Common Stock by reason
      of
      any stock dividend, split, combination of shares, exchange of shares, warrants
      or rights offering to purchase Common Stock at a price below its fair market
      value, reclassification, recapitalization, merger, consolidation or other change
      in capitalization, appropriate adjustment shall be made by the Company in the
      number and kind of shares subject to the Plan and any other relevant provisions
      of the Plan, whose determination shall be binding and conclusive on all
      persons.

     

    
      
        
        

      

      
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    SECTION
      7. TAXES.
      The Company shall be authorized to withhold from any payment due under the
      Plan
      the amount of withholding taxes, if any, due in respect of an award hereunder,
      unless other provisions satisfactory to the Company shall have been made for
      the
      payment of such taxes.

    


    SECTION
      8. MISCELLANEOUS

    


    A. ADMINISTRATION.
      Except as may be specifically provided elsewhere herein, the Plan shall be
      administered by the Compensation Committee of the Board (the "Compensation
      Committee"), which shall have full authority to construe and interpret the
      Plan,
      to establish, amend and rescind rules and regulations relating to the Plan,
      and
      to take all such actions and make all such determinations in connection with
      the
      Plan as it may deem necessary or desirable. The Compensation Committee may
      from
      time to time make such amendments to the Plan, or an award made hereunder,
      as it
      may deem proper, necessary, and in the best interests of the
      Company.

    


    B. RIGHTS
      OF
      DIRECTORS. Nothing in the plan shall confer upon any Participant any right
      to
      serve on the Board for any period of time or to continue his or her current
      or
      any other rate of compensation. 

    


    C. GOVERNING
      LAW. The Plan and all actions taken thereunder shall be governed and construed
      in accordance with the laws of the State of New York.

    


    D. EFFECTIVE
      DATE AND TERM. The Plan initially was approved by the Board on February 26,
      2008
      (the “Effective Date”), subject to subsequent approval and ratification by the
      Company’s stockholders. The Plan shall be effective as of the Effective Date,
      but subject to subsequent approval and ratification by the Company’s
      stockholders no later than the annual meeting of stockholders next following
      the
      Effective Date. The Plan shall have a term of ten years.

    


    E. Section
      409A Savings Clause.
      Notwithstanding any provision of this Plan, in the event any term, condition
      or
      feature of an Option would result in the Option being subject to the provisions
      of Section 409A of the Internal Revenue Code of 1986, as amended, the terms
      of
      the Option shall be amended to the minimum extent necessary such that the Option
      shall not be subject to the provisions of such Section 409A.

     

    
      
        
        

      

      
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