***Exhibit10.15***

OptionNumber «OptionNumber»

**MERGE TECHNOLOGIES INCORPORATED**

**NONQUALIFIED STOCK OPTION**

ThisNONQUALIFIED STOCK OPTION (hereinafter, “Stock Option” or “Stock OptionAgreement”) is granted [Grant Date], by MERGE TECHNOLOGIES INCORPORATED, a Wisconsincorporation (hereinafter, the “Company”), to «FirstName» «LastName» (hereinafter, the “Eligible Participant”), pursuant to the 2005 Equity Incentive Plan ofMerge Technologies Incorporated adopted March 4, 2005 by the Board of Directorsof the Company and approved by the shareholders of the Company on May 24, 2005(hereinafter, the “Plan”), and resolutions adopted by the Board of Directors(hereinafter, the “Board”) on [Date of Resolutions].

Inconsideration of the Eligible Participant’s covenants contained in the EligibleParticipant’s Acknowledgement and Receipt hereof, appearing below, theCompany hereby grants to the Eligible Participant the option to purchase fromtime to time, all or any part of a total of «ShareWordAmount»(«ShareNumberAmount») shares of the Company’s Common Stock, One Cent ($0.01)par value, at a price of ______________ Dollars and ______________ Cents in thecurrency of the United States of America (US $_____) per share (hereinafter,the “Options”), upon the following terms and conditions:

1.             The term of the Stock Option shallbe for six (6) years from the date hereof, and it shall expire on [ExpirationDate], unless sooner terminated as hereinafter provided.

2.             (a)           At any time or times after the datehereof (but in no event after the above expiration date or, except as providedin Paragraph 3 hereof, the prior termination of this Stock Option), theEligible Participant may exercise this Stock Option, in whole or in part, tothe extent of Twenty Five Percent (25%) of such number of shares on [Vest DateOne], and thereafter an additional Twenty Five Percent (25%) of such number ofshares as of [Vest Date Two], [Vest Date Three] and [Vest Date Four].  The Options granted hereunder are nonqualifiedstock options and are not incentive stock options as described in Section 422of the Internal Revenue Code of 1986, as amended.

Exercise may only bemade in multiples of ten (10) shares, except when the quantity under StockOption is not evenly divisible by such sum. In the latter case, the amount remaining after such division may bepurchased coincident with or after the exercise producing such odd sum.

(b)           This Stock Option shall be exercisedonly by timely signed written notice delivered to the Company’s CorporateSecretary or his or her office, in terms of the prescribed *“Exercise of Option”* form attached heretoas **Exhibit A**, specifying thenumber of shares and accompanied by payment, in U. S. Dollars, inimmediately available funds provided by check, money order, certified check, orwire transfer, of the full Stock Option purchase price therefore and any amountrequired to be withheld by the Company for Federal, state and/or local taxpurposes (including any applicable Canadian tax requirements).  The certificate or certificates for shares asto which the Option shall have been so exercised shall be registered in thename of the person or persons exercising the Option.

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(c)           The obligation of the Company to selland deliver shares upon the due exercise of this Stock Option shall be subjectto:  (i) all applicable laws, rules andregulations and to such approvals of any governmental agencies as may berequired, including, but not by way of limitation, the effectiveness of aRegistration Statement under the Securities Act of 1933, as amended (the “Act”),or the availability of an exemption from registration under said Act, whichevermay be deemed necessary or appropriate by counsel for the Company; and(ii) the satisfaction of all stock exchange requirements, if any,necessary to accomplish the listing or complete the listing of the shares uponthe stock exchange upon which the shares of the Company may be listed.

3.             This Stock Option, to the extentnot then already exercised or otherwise terminated or lapsed or expired, shallterminate and all vesting shall cease on the effective date of the EligibleParticipant’s termination of service (“Termination of Participation”); provided,however, that the Eligible Participant (or his personal representativeof his estate) shall have the right to purchase such quantity of shares whichthe Eligible Participant could have purchased pursuant to this Stock Option asof the effective date of the Eligible Participant’s Termination ofParticipation, within six (6) months following such Termination of Participation.

The foregoingnotwithstanding, in no event may this Stock Option be exercised by the EligibleParticipant or the Eligible Participant’s personal representative after theexpiration date specified in Paragraph 1 hereof.

4.             This Stock Option is not transferableother than by Will or the laws of descent and distribution, may be exercisedduring the life of the Eligible Participant only by the Eligible Participantpersonally, and after the Eligible Participant’s death, only to the extent, ifany, as provided in Paragraph 3 hereof. Any attempted transfer by the Eligible Participant (voluntarily or byoperation of law) shall be null and void, and this Stock Option shall thenbecome null and void.

5.             Neither this Stock Option, sharesof stock issued upon the exercise of it, any excess of market value over optionprice, nor any other rights, profits, values or interests resulting from thegranting of this Stock Option shall be considered as “compensation” forpurposes of any present or future employee benefit plan of the Company.

6.             This Stock Option is subject to theterms and conditions of the Plan as of the date hereof and the uniform rulesand regulations from time to time issued by the Board or any committee of theBoard pursuant thereto.

7.             The Company hereby represents andwarrants to the Eligible Participant, that it has reserved and will at alltimes while this Stock Option is in force, have available sufficient shares tofulfill this Stock Option.

8.             This Stock Option and theAcknowledgement and Receipt hereof have been executed in two (2) counterparts,each of which when so executed and delivered shall be deemed an original andall of which counterparts, taken together, shall constitute but one and thesame instrument.

 
|        | MERGE  TECHNOLOGIES INCORPORATED |
|--------|----------------------------------|
|   | By:                              |   |
|   |                             |   | , President |

 

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**ACKNOWLEDGEMENT AND RECEIPT**

I herebyacknowledge the receipt of the foregoing Stock Option upon the terms andconditions therein stated.

Inconsideration thereof, I hereby covenant and agree:

1.             That except as otherwise providedin the aforesaid Stock Option Agreement, my rights, interests and benefitsthereunder are personal to me and may not be assigned, transferred or pledgedby me in any way, voluntarily or by operation of law.

2.             That this Stock Option Agreement shall be binding uponme, my heirs, legatees, executors and administrators, and shall inure to thebenefit of and be binding upon the Company, its successors and assigns.

3.             That upon exercise of all or anypart of the aforesaid Stock Option, I will, as a condition to receiving suchshares, execute and deliver to the Company such instruments and undertakings asmay, in the opinion of counsel to the Company, be required to comply with thosematters described in Section 2(c) of the Stock Option.

Ihereby acknowledge receipt of a copy of the 2005 Equity Incentive Plan of MergeTechnologies Incorporated adopted March 4, 2005 by the Board of Directors ofthe Company and approved by the shareholders of the Company on May 24, 2005, asigned counterpart of the foregoing Stock Option and this Acknowledgement andReceipt.

Datedthis __________ day of [month / year].
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|--------|--------|
|        |   |

«FirstName»«LastName»

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ExhibitA

Exerciseof Option

Corporate Secretary

MERGE TECHNOLOGIES INCORPORATED

6737 West Washington Street

Suite 2250

Milwaukee,Wisconsin  53214

RE:                              StockOption Dated:        [Date of Grant]

                        StockOption Number:        «OptionNumber»

I herebyexercise the foregoing Stock Option to the extent of___________________________ shares of the Common Stock of Merge TechnologiesIncorporated, one cent ($.01) par value, at the option price of________________ Dollars and __________________ Cents in the currency of theUnited States of America (US $_____) per share, in accordance with the termsand conditions of the aforesaid 2005 Equity Inventive Plan of MergeTechnologies Incorporated adopted March 4, 2005 by the Board of Directors ofthe Company and approved by the shareholders of the Company on May 24, 2005,under which it was issued.

Unlessa registration statement under the Securities Act of 1933 is in effect withrespect to the shares to be issued, I hereby certify that I intend by thisexercise of such Stock Option to acquire such shares for purposes of investmentand that I have no intention of reselling them after I have acquired them.

Ifurther agree that said shares when issued to me (and any additional or othershares acquired by me in relation to such number of shares whether as a stockdividend or otherwise) shall be subject to the Plan and that I will comply withsaid provisions and perform all of the covenants on my part required under thePlan, the Stock Option and my Acknowledgement and Receipt thereof.

Dated:                                                                                   

___________________________________________

«FirstName» «LastName»

 

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