**Exhibit 10.12**

**EMPLOYMENT AGREEMENT**

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

**R E C I T A L S:**

A.            TheCompany is engaged in the provision of medical diagnostic imaging software andprofessional services for healthcare facilities and medical equipmentmanufacturers. The business in which the Company is engaged in from time-to-timeduring 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 desiresto 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 asthe promises, mutual covenants and agreements contained herein, and for othergood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Company and the Executive do hereby agree as follows:

1.            Employment andDuties. On the terms and subject to the conditions set forth in thisAgreement, the Company agrees to employ the Executive as its President of MergeHealthcare North American operations to perform such duties as are consistentwith such position as may be assigned, from time to time, by the Board ofDirectors (the “**Board**”), or the Chief ExecutiveOfficer of the Company and to render such additional services and dischargesuch other responsibilities as the Board, or Chief Executive Officer may, from time to time, stipulate consistentwith such senior management position. During the first year of employment, theExecutive’s principal place of employment shall be the Company’s current corporateheadquarters in Milwaukee, Wisconsin, or at one of the Company’s other officesas mutually agreed between Executive and the Chief Executive Officer.

2.            Performance.The Executive accepts the employment described in Section 1 of thisAgreement and agrees to devote substantially all of his/her working time andefforts to the faithful and diligent performance of the services describedherein, including the performance of such other services and responsibilitiesas the Board, or the Chief Executive Officer may, from time to time, stipulateconsistent with such senior management position.

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

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terms and conditions set forth in this Agreement. The period of time inwhich Executive is employed shall constitute the “**EmploymentPeriod**,” and each calendar year or portion of a calendar year duringthe Employment Period is hereinafter sometimes referred to as a “**Year**.” The Board or appropriate committee thereof willreview the terms and conditions of this Employment Agreement at its solediscretion, but no less frequently than once every three (3) years subsequentto the Effective Date. This agreement replaces all prior written or oralagreements between the Executive and the Company.

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

5.            Bonus. TheExecutive shall be eligible for an annual performance bonus targeted at  percent (40%) of Salary, with the exactamount paid dependent on achievement of defined Company and individualperformance targets. As an Executive Officer of the Company, adjustments to theExecutive’s compensation package, including Salary, annual bonus and annualstock option awards, will be recommended annually by the Company’s ChiefExecutive Officer and subject to approval of the Board or appropriate committeethereof. For each Year the annual performance bonus is to be paid, it shall bepaid within thirty (30) days of the completion of the year-end financialstatements for that Year, but in no event later than May 31 of the followingyear. The Chief Executive Officer, subject to approval of the Board orappropriate committee thereof, may change the bonus target annually and anydispute as to whether Executive met the performance targets for a Year shall bedetermined conclusively by the Chief Executive Officer and CompensationCommittee of the Board (the “**Compensation Committee**”).Such determination will be communicated in writing to the Executive by theChief 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 offpolicy at the rate generally offered to other executives of the Company,provided that Executive’s paid vacation shall be no less than twenty (20) daysper calendar year.

7.            DisabilityBenefit. If at any time during the Employment Period the Executive isunable to perform fully the material and substantial duties of the Executive’sregular job position hereunder by reason of illness, accident, or otherdisability (as confirmed by competent medical evidence by a physician selectedby the Executive Committee of the Board), the Executive shall be entitled toreceive periodic payments of Salary, bonus and any and all benefits to which hewould otherwise be entitled pursuant to Section 4, 5, 6, 8, 10 and 11 ofthis Agreement by reason of his employment for a period of ninety (90) days. Ifthe Executive is prevented by reason of any illness, accident or otherdisability from performing the material and substantial

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duties of his regular job position for a period of 180 days, whether ornot consecutive, in any twelve (12) month period which, in the opinion of aphysician selected by the Compensation Committee, is likely to continue to thesame 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 bereduced by any amounts received by the Executive with respect to any suchincapacity pursuant to any insurance policy, plan, or other employee benefitprovided to the Executive by the Company; and (ii) in no event will the termsof this Agreement supersede any health or disability benefit to which Executiveis entitled under applicable law.

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

9.            Change in Control.Upon a “Change in Control” of the Company (as defined below), all of theExecutive’s then-outstanding and non-exercised options will immediately vestand become exercisable. If a Change in Control occurs and in the event of theExecutive’s “**Separation From Service**” (asdefined in Section 409A of the Internal Revenue Code of 1986 as amended, andany regulations thereunder) with the Company due to: (i) the involuntarytermination of his employment within 365 days following the Change in Control;or (ii) his voluntarily terminating his employment with the Company within 365days, following either: (a) any substantial and continuing reduction inExecutive’s responsibilities or authority with respect to the Company; (b) areduction in Executive’s compensation package, including Salary, in effectimmediately prior to the Change in Control; or (c) the Executive is required tochange the location of his principal place of employment more than 20 milesfrom Executives current residence, then the Executive will be entitled toreceive the greater of: (I) any minimum severance payments required underapplicable federal, state and local law; or (II) all of the following: (A) histhen-current Salary for twelve additional months, as a Change in Controlallowance, 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 theExecutive’s then-current annual bonus set forth in Section 5, determinedwithout regard to the achievement of performance targets, multiplied by (y) thesum of twelve (12) plus the number of months of the current plan year duringwhich the Executive was employed, to be paid in a single payment concurrentlywith the Executive’s final payment of the Change in Control allowance; and (C)a continuation of the welfare benefits of health care, life and accidentaldeath and dismemberment, and disability insurance coverage (collectively, “**Supplemental Benefits**”) for twelve (12) months after theeffective date of his Separation From Service. These benefits shall be providedat the same cost to the Executive (if any), and at the same coverage level, asin 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 changefor all management employees with respect to Supplemental Benefits, the costand/or coverage level, likewise, shall change for the Executive in acorresponding manner. The continuation of Supplemental Benefits shall bediscontinued in the event Executive has available substantially similar welfarebenefits at a comparable cost from a subsequent employer. For the purposes ofthis Section 9, “**Change in Control**”of the Company shall mean (i) a change in the

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ownershipof 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 orthird parties acting in concert, or (ii) a change of fifty percent (50%) ormore of the members of the Board in a single transaction or series oftransactions effected by any third party or third parties acting in concert,other than pursuant to nomination of a new slate of directors where there hasbeen no material change in beneficial ownership of the Company’s voting stockwithin 365 days preceding such nomination or a sale of substantially all of theCompany’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 providesgenerally for its executive employees.

11.          Business Expenses.

(a)          Reimbursement.The Company shall reimburse the Executive for the reasonable, ordinary, andnecessary business expenses incurred by him in connection with the performanceof his duties hereunder, including, but not limited to, ordinary and necessarytravel 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 theCompany. The Executive shall provide the Company with such other supportingdocumentation and other substantiation of reimbursable expenses as will conformto Internal Revenue Service or other requirements. All such reimbursementsshall be payable by the Company to the Executive promptly after receipt by theCompany of appropriate documentation therefor.

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

(a)          For Cause, by writtennotice to the Executive. “**Cause**” shallmean termination for gross negligence, commission of a felony or materialviolation of any Company policies;

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

(c)          Upon the Executive’sresignation or retirement from employment with the Company (this clause shallnot 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 theDisability of the Executive as defined in Section 7 of this Agreement,subject to the Company discharging its duty to accommodate under applicablelaw, by written notice to the Executive;

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

a.               constructive termination;

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

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

d.              a material reduction in responsibility; or

(f)           Without Cause forany 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, theExecutive shall be deemed to have incurred a Separation From Service with theCompany.

13.          Severance. Inthe event of the Executive’s Separation From Service with the Company pursuantto Subsection 12 (d), (e) or (f), the Company shall pay the Executive,as a severance allowance, the greater of (I) any minimum severance paymentsrequired under applicable federal, state and local common law; or (II) all ofthe following: (A) an amount equal to twelve (12) months of his then-currentSalary plus (B) the product of (i) one-twelfth of the Executive’s maximumamount of bonus in effect for the then-current year times (ii) the sumof the number of months of the current plan year during which the Executive wasemployed plus an additional twelve (12) months and (C) a continuation ofSupplemental Benefits for twelve (12) months after the effective date of theExecutive’s Separation From Service. These benefits shall be provided at thesame cost to the Executive (if any), and at the same coverage level, as ineffect 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 changefor all management employees with respect to Supplemental Benefits, the costand/or coverage level, likewise, shall change for the Executive in acorresponding manner. The amount of the severance allowance provided for in subsections(A) and (B) of this Section 13 shall be paid out in equalinstallments over the severance period. Notwithstanding anything to thecontrary contained herein, in the event the Executive receives (pursuant to theoperation of Section 9, above) severance benefits following theExecutive’s Separation From Service with the Company after a Change in Controlof the Company, then Executive shall not be entitled to any payment of aseverance allowance pursuant to this Section 13. If the Executive is notentitled severance benefits pursuant to Section 9, then the Executive shallcontinue to be eligible for a severance allowance per this Section 13.

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

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informationof or pertaining to the Company or its customers or prospective customers orthe 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 afiduciary capacity for the benefit of the Company all secret or confidentialinformation, knowledge, or data of the Company or its Business or productionoperations obtained by the Executive during his employment by the Company,which shall not be generally known to the public or recognized as standardpractice (whether or not developed by the Executive);

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

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

(d)          shall do all suchacts and execute, acknowledge and deliver all such instruments as may benecessary or desirable in the opinion of the Company to vest in the Company theentire interest in such inventions, ideas, devices, and processes referred toabove.

The foregoing to the contrary notwithstanding, the Executive shall notbe required to assign or offer to assign to the Company any of the Executive’srights in any invention for which no equipment, supplies, facility, or tradesecret information of the Company was used and which was developed entirely onthe Executive’s own time, unless: (A) the invention related to (i) theBusiness; or (ii) the Company’s actual or demonstrably anticipated (with therealistic prospect of occurring) research or development; or (B) the inventionresults from any work performed by the Executive for the Company. The Executiveacknowledges his prior receipt of written notification of the limitation setforth in the preceding sentence on the Executive’s obligation to assign oroffer to assign to the Company the Executive’s rights in inventions.

16.          Confidentiality ofInformation: Duty of Non-Disclosure.

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

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consent of the Company, disclose to or use for the benefit of anyperson, corporation or other entity, or for himself any and all files, tradesecrets or other confidential information concerning the internal affairs ofthe Company, including, but not limited to, information pertaining to itscustomers, prospective customers, services, products, earnings, finances,operations, methods or other activities, provided, however, that the foregoingshall not apply to information which is of public record or is generally known,disclosed or available to the general public or the industry generally, orknown by Executive prior to his employment with the Company. Further, theExecutive agrees that he shall not, directly or indirectly, remove or retain,without the express prior written consent of the Company, and upon terminationof this Agreement for any reason shall return to the Company, any confidentialfigures, calculations, letters, papers, records, computer disks, computerprint-outs, lists, documents, instruments, drawings, designs, programs,brochures, sales literature, or any copies thereof, or any information orinstruments derived therefrom, or any other similar information of any type ordescription, however such information might be obtained or recorded, arisingout of or in any way relating to the Business of the Company or obtained as aresult of his employment by the Company. The Executive acknowledges that all ofthe foregoing are proprietary information, and are the exclusive property ofthe Company. The covenants contained in this Section 16 shall survivethe termination of this Agreement for up to two years, and shall apply toExecutive everywhere in the United States and Canada. Nothing in this Section16 is intended to, nor does it, limit Executive’s ability to be employed byanother after his employment with the Company ends; those limitations arecontained in Section 17).

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

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

17.          Covenant Not toCompete.

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

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

(b)          FollowingTermination of Employment Period. Within the twelve (12) month periodimmediately following the end of the Employment Period, regardless of thereason therefore, the Executive shall not, without the Company’s prior writtenconsent, which consent may be withheld in the Company’s sole and reasonablediscretion, provide the same or similar services as provided to the Company toanother entity or person within the United States or Canada that is engaged ina business similar to the Business being conducted at the time of suchtermination.

18.          Covenant Not toDeal or Solicit.

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

(b)          FollowingTermination of Employment Period. Within the twelve (12) month periodimmediately following the end of the Employment Period, regardless of thereason therefore, the Executive shall not, without the prior written consent ofthe Company, which consent may be withheld at the sole and reasonablediscretion of the Company, engage in any of the following:

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

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

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

19.          General Provisions.

(a)          Goodwill. TheCompany has invested substantial time and money in the development of itsproducts, services, territories, advertising and marketing thereof, solicitingclients and creating goodwill. By accepting employment with the Company, theExecutive acknowledges that the Customers are the customers of the Company andthat any goodwill created by the Executive belongs to and shall inure to thebenefit of the Company.

(b)          Acknowledgment.The Executive acknowledges that the restrictions set forth in Sections 17and18 are reasonable in scope and essential to the preservation ofthe Business and proprietary properties that belong to the Company and that theenforcement thereof will not in any manner preclude the Executive, in the eventof the Executive’s termination of employment with the Company, from becominggainfully employed in such manner and to such extent as to provide a standardof living for himself, the members of his family, and those dependent upon himof at least the sort and fashion to which he and they have become accustomedand may expect.

(c)          Severability.The covenants of the Executive contained in Sections 16, 17 and 18 ofthis Agreement shall each be construed as an agreement independent of any otherprovision in this Agreement, and the existence of any claim or cause of actionof the Executive against the Company, whether predicated on this Agreement orotherwise, shall not constitute a defense to the enforcement by the Company ofsuch covenants. In the event that any part of any covenant of this Agreement isdetermined by a court of law to be overly broad thereby making the covenantunenforceable, the parties hereto agree, and it is their desire, that suchcourt shall, to the extent permitted, substitute a judicially enforceablelimitation in its place, and that as so modified, the covenant shall be bindingupon the parties as if originally set forth herein. Additionally, both partieshereby expressly agree and contract that it is not the intention of eitherparty to violate any public policy, or statutory or common law, and that if anyprovision of this Agreement shall, for any reason, be held unenforceable and acourt is not permitted to substitute a judicially enforceable limitation in itsplace, such provision shall be severed from this Agreement unless, as a resultof such severance, the Agreement fails to reflect the basic intent of theparties. If the Agreement continues to reflect the basic intent of the parties,then the invalidity of such specific provision shall not affect theenforceability of any other provision herein, and the remaining provisionsshall remain in full force and effect.

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(d)          Notices. Anynotice required or permitted hereunder shall be made in writing (i) either byactual delivery of the notice into the hands of the party thereunder entitled,or (ii) by depositing the notice with a nationally recognized overnightdelivery service, all shipping costs prepaid and addressed to the party to whomthe 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 writtennotice 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 actualdelivery to the address of the party entitled thereto.

(e)           Amendment andWaiver. No amendment or modification of this Agreement shall be valid orbinding upon the Company unless made in writing and signed by an officer of theCompany duly authorized by the Board or upon the Executive unless made inwriting and signed by him. The waiver by the Company of the breach of anyprovision of this Agreement by the Executive shall not operate or be construedas a waiver of any subsequent breach by him.

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

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

(h)           Assignment. TheExecutive may not under any circumstances assign any of his rights or delegateany of his obligations hereunder without first obtaining the prior writtenconsent of the Company. This Agreement and all of the

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

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

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

19.          ExecutiveAcknowledgement. The Executive acknowledges that:

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

(b)          the Executive hasread and understands the terms of this Employment Agreement and the obligationshereunder;

(c)          the Executive hasreceived good and adequate consideration for entering into this EmploymentAgreement; and

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

**IN WITNESS WHEREOF,**the Company****and the Executivehave 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**                                                                                                                                                                                                                                                                                                                                                                                  |

 

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