EXHIBIT
        4.1

      VIRTUALSCOPICS,
        INC.

      Warrant
        No. ___

       

      WARRANT
        TO PURCHASE COMMON STOCK

       

      VOID
        AFTER 5:00 P.M., EASTERN TIME, 

      ON
        THE
        EXPIRATION DATE

       

      THIS
        WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
        BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT
        BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT
        COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE
        FEDERAL AND STATE SECURITIES LAWS OR WITHOUT DELIVERING AN OPINION OF COUNSEL
        SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

       

      FOR
        VALUE
        RECEIVED, VIRTUALSCOPICS, INC., a Delaware corporation (the “Company”),
        hereby agrees to sell upon the terms and on the conditions hereinafter set
        forth, at any time commencing on the date hereof but no later than 5:00 p.m.,
        Eastern Time, on November __, 2009 (the “Expiration
        Date”),
        to
        ______________________, or his, her or its registered assigns (the “Holder”),
        under
        the terms as hereinafter set forth, ____________ (_____) fully paid and
        non-assessable shares of the Company’s Common Stock, par value $.001 per
        share
(the
        “Common
        Stock”),
        at a
        purchase price per share of $4.00 (the “Warrant
        Price”),
        pursuant to the terms and conditions set forth in this warrant (this
“Warrant”).
        The
        number of shares of Common Stock issued upon exercise of this Warrant
        (“Warrant
        Shares”)
        and
        the Warrant Price are subject to adjustment in certain events as hereinafter
        set
        forth. 

       

      This
        Warrant is one of a series of the Company’s Warrants to purchase Common Stock
        issued pursuant to the Company’s Confidential Private Placement Memorandum,
        dated October 3, 2005, as the same may be supplemented from time to time,
        to
        investors.

       

      1.    Exercise
        of Warrant.

       

      (a)    The
        Holder
        may exercise this Warrant according to the terms and conditions set forth
        herein
        by delivering to the Company, at the address set forth in Section 12 prior
        to
        5:00 p.m., Eastern Time, on the Expiration Date (i) this Warrant, (ii) the
        Subscription Form attached hereto as Exhibit
        A
        (the
“Subscription
        Form”)
        (having then been duly executed by the Holder), (iii) cash, a certified check
        or
        a bank draft in payment of the purchase price, in lawful money of the United
        States of America, for the number of Warrant Shares specified in the
        Subscription Form.

       

      (b)    This
        Warrant
        may be exercised in whole or in part so long as any exercise in part hereof
        would not involve the issuance of fractional Warrant Shares. If exercised
        in
        part, the Company shall deliver to the Holder a new Warrant, identical in
        form
        to this Warrant, in the name of the Holder, evidencing the right to purchase
        the
        number of Warrant Shares as to which this Warrant has not been exercised,
        which
        new Warrant shall be signed by the Chairman, Chief Executive Officer or
        President of the Company. The term Warrant as used herein shall include any
        subsequent Warrant issued as provided herein. 

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      


      (c)    No
        fractional
        Warrant Shares or scrip representing fractional Warrant Shares shall be issued
        upon the exercise of this Warrant. The Company shall pay cash in lieu of
        such
        fractional Warrant Shares. The price of a fractional Warrant Share shall
        equal
        the product of (i) the closing price of the Common Stock on the exchange
        or
        market on which the Common Stock is then traded (if the Common Stock is not
        then
        publicly traded, then upon the fair market value per share of the Common
        Stock
        (as determined by the Company’s Board of Directors)), and (ii) the applicable
        fraction.

       

      (d)    In
        the event
        of any exercise of the rights represented by this Warrant, a certificate
        or
        certificates for Warrant Shares so purchased, registered in the name of the
        Holder on the stock transfer books of the Company, shall be delivered to
        the
        Holder within a reasonable time after such rights shall have been so exercised.
        The person or entity in whose name any certificate for Warrant Shares is
        issued
        upon exercise of the rights represented by this Warrant shall for all purposes
        be deemed to have become the holder of record of such Warrant Shares immediately
        prior to the close of business on the date on which the Warrant was surrendered
        and payment of the Warrant Price and any applicable taxes was made, irrespective
        of the date of delivery of such certificate, except that, if the date of
        such
        surrender and payment is a date when the stock transfer books of the Company
        are
        closed, such person shall be deemed to have become the holder of such shares
        at
        the opening of business on the next succeeding date on which the Company’s stock
        transfer books are open. Except as provided in Section 4 hereof, the Company
        shall pay any and all documentary stamp or similar issue or transfer taxes
        payable in respect of the issue or delivery of Warrant Shares on exercise
        of
        this Warrant.

       

      2.    Disposition
        of Warrant Shares and Warrant.

       

      (a)    The
        Holder
        hereby acknowledges that: (i) this Warrant and any Warrant Shares purchased
        pursuant hereto are not being registered (A) under the Securities Act of
        1933
        (the “Act”)
        on the
        ground that the issuance of this Warrant is exempt from registration under
        Section 4(2) of the Act as not involving any public offering, or (B) under
        any
        applicable state securities law because the issuance of this Warrant does
        not
        involve any public offering; and (ii) that the Company’s reliance on the
        registration exemption under Section 4(2) of the Act and under applicable
        state
        securities laws is predicated in part on the representations hereby made
        to the
        Company by the Holder. The Holder represents and warrants that he, she, or
        it is
        acquiring this Warrant and will acquire Warrant Shares for investment for
        his,
        her or its own account, with no present intention of dividing his, her or
        its
        participation with others or reselling or otherwise distributing this Warrant
        or
        Warrant Shares.

       

      (b)    The
        Holder
        hereby agrees that it will not sell, transfer, pledge or otherwise dispose
        of
        (collectively, “Transfer”)
        all or
        any part of this Warrant and/or Warrant Shares unless and until he, she or
        it
        shall have first have given notice to the Company describing such Transfer
        and
        furnished to the Company (i) a statement from the transferee, whereby the
        transferee represents and warrants that he, she, or it is acquiring this
        Warrant
        and will acquire Warrant Shares, as applicable, for investment for his, her
        or
        its own account, with no present intention of dividing his, her or its
        participation with others or reselling or otherwise distributing this Warrant
        or
        Warrant Shares, as applicable, and either (ii) an opinion, reasonably
        satisfactory to counsel for the Company, of counsel (skilled in securities
        matters, selected by the Holder and reasonably satisfactory to the Company)
        to
        the effect that the proposed Transfer may be made without registration under
        the
        Act and without registration or qualification under any state law, or (iii)
        an
        interpretative letter from the U.S. Securities and Exchange Commission to
        the
        effect that no enforcement action will be recommended if the proposed sale
        or
        transfer is made without registration under the Act. 

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      (c)    If,
        at the
        time of issuance of Warrant Shares, no registration statement is in effect
        with
        respect to such shares under applicable provisions of the Act, the Company
        may,
        at its election, require that (i) the Holder provide written reconfirmation
        of
        the Holder’s investment intent to the Company, and (ii) any stock certificate
        evidencing Warrant Shares shall bear legends reading substantially as
        follows:

       

      “THE
        SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY
        THIS
        CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE WARRANT PURSUANT
        TO WHICH THESE SHARES WERE PURCHASED FROM THE COMPANY. COPIES OF SUCH
        RESTRICTIONS ARE ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. NO TRANSFER
        OF
        SUCH SHARES OR OF THIS CERTIFICATE (OR OF ANY SHARES OR OTHER SECURITIES
        (OR
        CERTIFICATES THEREFOR) ISSUED IN EXCHANGE FOR OR IN RESPECT OF SUCH SHARES)
        SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS SET FORTH IN
        THE
        WARRANT HAVE BEEN COMPLIED WITH.”

       

      “THE
        SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
        DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
        SECURITIES ACT OF 1933 (THE “ACT”) OR AN OPINION OF COUNSEL SATISFACTORY TO THE
        ISSUER OF THIS CERTIFICATE THAT REGISTRATION IS NOT REQUIRED UNDER THE
        ACT.”

       

      In
        addition, so long as the foregoing legend may remain on any stock certificate
        evidencing Warrant Shares, the Company may maintain appropriate “stop transfer”
        orders with respect to such certificates and the shares represented thereby
        on
        its books and records and with those to whom it may delegate registrar and
        transfer functions.

       

      3.    Reservation
        of Shares.
        The
        Company hereby agrees that at all times there shall be reserved for issuance
        upon the exercise of this Warrant such number of shares of the Common Stock
        as
        shall be required for issuance upon exercise of this Warrant. The Company
        further agrees that all Warrant Shares will be duly authorized and will,
        upon
        issuance and payment of the exercise price therefor, be validly issued, fully
        paid and non-assessable, free from all taxes, liens, charges and encumbrances
        with respect to the issuance thereof, other than taxes, if any, in respect
        of
        any transfer occurring contemporaneously with such issuance and other than
        transfer restrictions imposed by federal and state securities laws.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      


      4.    Exchange,
        Transfer or Assignment of Warrant.
        Subject
        to Section 2, this Warrant is exchangeable, without expense, at the option
        of
        the Holder, upon presentation and surrender hereof to the Company or at the
        office of its stock transfer agent, if any, for other Warrants of the Company
        (“Warrants”)
        of
        different denominations, entitling the Holder or Holders thereof to purchase
        in
        the aggregate the same number of Warrant Shares purchasable hereunder. Subject
        to Section 2, upon surrender of this Warrant to the Company or at the office
        of
        its stock transfer agent, if any, with the Assignment Form attached hereto
        as
Exhibit
        B
        (the
“Assignment
        Form”)
        duly
        executed and funds sufficient to pay any transfer tax, the Company shall,
        without charge, execute and deliver a new Warrant in the name of the assignee
        named in the Assignment Form and this Warrant shall promptly be canceled.
        Subject to Section 2, this Warrant may be divided or combined with other
        Warrants that carry the same rights upon presentation hereof at the office
        of
        the Company or at the office of its stock transfer agent, if any, together
        with
        a written notice specifying the names and denominations in which new Warrants
        are to be issued and signed by the Holder hereof.

       

      5.    Capital
        Adjustments.
        This
        Warrant is subject to the following further provisions:

       

      (a)    Recapitalization,
        Reclassification and Succession.
        If any
        recapitalization of the Company or reclassification of its Common Stock or
        any
        merger or consolidation of the Company into or with a corporation or other
        business entity, or the sale or transfer of all or substantially all of the
        Company’s assets or of any successor corporation’s assets to any other
        corporation or business entity (any such corporation or other business entity
        being included within the meaning of the term “successor corporation”) shall be
        effected, at any time while this Warrant remains outstanding and unexpired,
        then, as a condition of such recapitalization, reclassification, merger,
        consolidation, sale or transfer, lawful and adequate provision shall be made
        whereby the Holder of this Warrant thereafter shall have the right to receive
        upon the exercise hereof as provided in Section 1 and in lieu of the Warrant
        Shares immediately theretofore issuable upon the exercise of this Warrant,
        such
        shares of capital stock, securities or other property as may be issued or
        payable with respect to or in exchange for the number of outstanding shares
        of
        Common Stock equal to the number of Warrant Shares immediately theretofore
        issuable upon the exercise of this Warrant had such recapitalization,
        reclassification, merger, consolidation, sale or transfer not taken place,
        and
        in each such case, the terms of this Warrant shall be applicable to the shares
        of stock or other securities or property receivable upon the exercise of
        this
        Warrant after such consummation.

       

      (b)    Subdivision
        or Combination of Shares.
        If the
        Company at any time while this Warrant remains outstanding and unexpired
        shall
        subdivide or combine its Common Stock, the number of Warrant Shares purchasable
        upon exercise of this Warrant shall be proportionately adjusted.

       

      (c)    Stock
        Dividends and Distributions.
        If the
        Company at any time while this Warrant is outstanding and unexpired shall
        issue
        or pay the holders of its Common Stock, or take a record of the holders of
        its
        Common Stock for the purpose of entitling them to receive, a dividend payable
        in, or other distribution of, Common Stock, then the number of Warrant Shares
        purchasable upon exercise of this Warrant shall be adjusted to the number
        of
        shares of Common Stock that Holder would have owned immediately following
        such
        action had this Warrant been exercised immediately prior thereto.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      


      (d)    Exercise
        Price Adjustment.
        (i) If,
        prior to exercise of this Warrant, the Company has issued, or shall be deemed
        to
        have issued, Additional Shares of Common Stock (as defined below) for a
        consideration per share of less than the then applicable Adjustment Trigger
        Price (as defined below) or with a per share conversion, exercise or exchange
        price of less than the then applicable Adjustment Trigger Price (each, a
        “Triggering
        Issuance”
        and
        such lesser consideration or per share conversion, exercise or exchange price,
        the “Triggering
        Issuance Price”),
        then
        the Warrant Price will be adjusted to equal the Triggering Issuance Price
        multiplied by 1.60 (the “Adjusted
        Warrant Price”).
        Thereafter, unless and until further adjusted pursuant to this Section 5(d)
        or
        Section 5(e), the Warrant Price shall equal the Adjusted Warrant Price and
        the
        Adjustment Trigger Price shall equal the Triggering Issuance Price. The
“Adjustment Trigger Price” shall be $2.50 on the date hereof and be subject to
        adjustment as set forth in this Section 5(d) and Section 5(e).

       

      (ii)    As
        used
        herein, “Additional
        Shares”
        shall
        mean all shares of Common Stock, or any stock options, warrants, convertible
        securities or other rights to purchase or acquire shares of Common Stock
        (“Common
        Stock Equivalents”),
        issued or deemed to be issued by the Company after the date hereof; provided,
        however, that none of the following shall be deemed issuances of Additional
        Shares of Common Stock: (A) an issuance or deemed issuance described in
        subsections (a), (b) or (c) of this Section 5, (B) an issuance or deemed
        issuance of Common Stock Equivalents (and the issuance of Common Stock upon
        the
        exercise of any such Common Stock Equivalents) in which the Company’s net
        proceeds as consideration for such issuance is less than $300,000, (C) an
        issuance or deemed issuance of Common Stock Equivalents (and the issuance
        of
        Common Stock upon the exercise of any such Common Stock Equivalents) in
        connection with a strategic alliance, business partnering arrangement or
        other
        commercial business transaction, that is approved by the Company’s Board of
        Directors, or (D) an issuance or deemed issuance of Common Stock Equivalents
        (and the issuance of Common Stock upon the exercise of any such Common Stock
        Equivalents) issued to officers, directors or employees of or consultants
        to the
        Company pursuant to any options or warrants of VirtualScopics, LLC assumed
        by
        the Company.

       

      (e)    Price
        Adjustments.
        Whenever the number of Warrant Shares purchasable upon exercise of this Warrant
        is adjusted pursuant to Sections 5(a), 5(b) or 5(c), the then applicable
        Warrant
        Price and then applicable Adjustment Trigger Price shall be proportionately
        adjusted.

       

      (f)    Certain
        Shares Excluded.
        The
        number of shares of Common Stock outstanding at any given time for purposes
        of
        the adjustments set forth in this Section 5 shall exclude any shares then
        directly or indirectly held in the treasury of the Company.

       

      (g)    Deferral
        and Cumulation of De Minimis Adjustments.
        The
        Company shall not be required to make any adjustment pursuant to this Section
        5
        if the amount of such adjustment would be less than one percent (1%) of the
        Warrant Price in effect immediately before the event that would otherwise
        have
        given rise to such adjustment. In such case, however, any adjustment that
        would
        otherwise have been required to be made shall be made at the time of and
        together with the next subsequent adjustment which, together with any adjustment
        or adjustments so carried forward, shall amount to not less than one percent
        (1%) of the Warrant Price in effect immediately before the event giving rise
        to
        such next subsequent adjustment. All calculations under this Section 5 shall
        be
        made to the nearest cent or to the nearest one-hundredth of a share, as the
        case
        may be, but in no event shall the Company be obligated to issue fractional
        Warrant Shares or fractional portions of any securities upon the exercise
        of the
        Warrant.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      


      (h)    Duration
        of Adjustment.
        Following each computation or readjustment as provided in this Section 5,
        the
        new adjusted Warrant Price and number of Warrant Shares purchasable upon
        exercise of this Warrant shall remain in effect until a further computation
        or
        readjustment thereof is required.

       

      6.    Notice
        to Holders.

       

      (a)    Notice
        of
        Record Date. In case:

       

      (i)    the
        Company
        shall take a record of the holders of its Common Stock (or other stock or
        securities at the time receivable upon the exercise of this Warrant) for
        the
        purpose of entitling them to receive any dividend (other than a cash dividend
        payable out of earned surplus of the Company) or other distribution, or any
        right to subscribe for or purchase any shares of stock of any class or any
        other
        securities, or to receive any other right;

       

      (ii)    of
        any
        capital reorganization of the Company, any reclassification of the capital
        stock
        of the Company, any consolidation with or merger of the Company into another
        corporation, or any conveyance of all or substantially all of the assets
        of the
        Company to another corporation; or

       

      (iii)   of
        any voluntary
        dissolution, liquidation or winding-up of the Company;

       

      then,
        and
        in each such case, the Company will mail or cause to be mailed to the Holder
        hereof at the time outstanding a notice specifying, as the case may be, (i)
        the
        date on which a record is to be taken for the purpose of such dividend,
        distribution or right, and stating the amount and character of such dividend,
        distribution or right, or (ii) the date on which such reorganization,
        reclassification, consolidation, merger, conveyance, dissolution, liquidation
        or
        winding-up is to take place, and the time, if any, is to be fixed, as of
        which
        the holders of record of Common Stock (or such stock or securities
        at the
        time receivable upon the exercise of this Warrant) shall be entitled to exchange
        their shares of Common Stock (or such other stock or securities) for securities
        or other property deliverable upon such reorganization, reclassification,
        consolidation, merger, conveyance, dissolution or winding-up. Such notice
        shall
        be mailed at least ten (10) calendar days prior to the record date therein
        specified, or if no record date shall have been specified therein, at least
        ten
        (10) days prior to such specified date.

       

      (b)    Certificate
        of Adjustment.
        Whenever any adjustment shall be made pursuant to Section 5 hereof, the Company
        shall promptly make available and have on file for inspection a certificate
        signed by its Chairman, Chief Executive Officer, President or a Vice President,
        setting forth in reasonable detail the event requiring the adjustment, the
        amount of the adjustment, the method by which such adjustment was calculated
        and
        the Warrant Price and number of Warrant Shares purchasable upon exercise
        of this
        Warrant after giving effect to such adjustment.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      


      7.    Loss,
        Theft, Destruction or Mutilation.
        Upon
        receipt by the Company of evidence satisfactory to it, in the exercise of
        its
        reasonable discretion, of the ownership and the loss, theft, destruction
        or
        mutilation of this Warrant and, in the case of loss, theft or destruction,
        of
        indemnity reasonably satisfactory to the Company and, in the case of mutilation,
        upon surrender and cancellation thereof, the Company will execute and deliver
        in
        lieu thereof, without expense to the Holder, a new Warrant of like tenor
        dated
        the date hereof.

       

      8.    Warrant
        Holder Not a Stockholder.
        The
        Holder of this Warrant, as such, shall not be entitled by reason of this
        Warrant
        to any rights whatsoever as a stockholder of the Company, including but not
        limited to voting rights.

       

      9.    Registration
        Rights.
        Warrant
        Shares will be accorded the registration rights under the Act set forth in
        that
        certain Subscription Agreement between the Company and the original Holder
        pursuant to which this Warrant was originally issued.

       

      10.   Notices.
        Any
        notice provided for in this Warrant must be in writing and must be either
        personally delivered, mailed by first class mail (postage prepaid and return
        receipt requested), or sent by reputable overnight courier service (charges
        prepaid) to the recipient at the address below indicated:

      


      If
        to the
        Company:

       

      VirtualScopics,
        Inc.

      350
        Linden Oaks

      Rochester,
        New York 14625

      Attention:
        Chief Financial Officer

       

      


      If
        to the
        Holder:

      


      
        	 	 	
                To
                  the address of such Holder set forth on the books and records of
                  the
                  Company.

              


      

       

      or
        such
        other address or to the attention of such other person as the recipient party
        shall have specified by prior written notice to the sending party. Any notice
        under this Warrant will be deemed to have been given (a) if personally
        delivered, upon such delivery, (b) if mailed, five days after deposit in
        the
        U.S. mail, or (c) if sent by reputable overnight courier service, one business
        day after such services acknowledges receipt of the notice.

       

      11.    Choice
        of Law.
        THIS
        WARRANT IS ISSUED UNDER AND SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED
        IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT
        TO
        ITS CONFLICTS OF LAW RULES.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      


      12.    Submission
        to Jurisdiction.
        EACH OF
        THE HOLDER AND THE COMPANY SUBMITS TO THE JURISDICTION OF ANY STATE OR FEDERAL
        COURT SITTING IN THE COUNTY OF MONROE, STATE OF NEW
        YORK,
        IN ANY
        ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT AND AGREES
        THAT
        ALL CLAIMS IN RESPECT OF THE ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
        IN
        ANY SUCH COURT. EACH OF THE HOLDER AND THE COMPANY ALSO AGREE NOT TO BRING
        ANY
        ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT IN ANY OTHER
        COURT. EACH OF THE PARTIES WAIVES ANY DEFENSE OF INCONVENIENT FORUM TO THE
        MAINTENANCE OF ANY ACTION OR PROCEEDING SO BROUGHT AND WAIVES ANY BOND, SURETY,
        OR OTHER SECURITY THAT MIGHT BE REQUIRED OF ANY OTHER PARTY WITH RESPECT
        THERETO.

       

      IN
        WITNESS WHEREOF, the Company has duly caused this Warrant to be signed on
        its
        behalf, in its corporate name and by a duly authorized officer, as of this
        ____
        day of November 2005.

       

      VIRTUALSCOPICS,
        INC.

       

      By: ______________________________

      Name:
        ____________________________

      Title:
        _____________________________


      
        
           

        

        
          8

          
            

          

        

        
           

        

      


      Exhibit
        A

       

      
        SUBSCRIPTION
          FORM

         

      

      VirtualScopics,
        Inc.

      350
        Linden Oaks

      Rochester,
        New York 14625

      Attention:
        Chief Financial Officer

       

      The
        undersigned hereby (1) irrevocably elects to exercise his or its rights to
        purchase ____________ shares of Company’s Common Stock, par value $.001 per
        share (“Common
        Stock”)
        covered by the attached Warrant, (2) makes payment in full of the purchase
        price
        therefore by enclosure of cash, a certified check or bank draft, (3) requests
        that certificates for such shares of Common Stock be issued in the name
        of:

       

      (Please
        print the Warrant holder’s name, address and Social Security/Tax Identification
        Number)

      ________________________________________________

      ________________________________________________

      ________________________________________________

       

      and
        (4)
        if such number of shares of Common Stock shall not be all the shares receivable
        upon exercise of the attached Warrant, requests that a new Warrant for the
        balance of the shares covered by the attached Warrant be registered in the
        name
        of, and delivered to:

       

      (Please
        print name, address and Social Security/Tax Identification Number)

      ________________________________________________

      ________________________________________________

      ________________________________________________

       

      In
        lieu
        of receipt of a fractional share of Common Stock, the undersigned will receive
        a
        check representing payment therefor.

       

      
        
          	
                  Dated:
                    _____________________

                	
                  _________________________________

                
	 	
                  PRINT
                    WARRANT HOLDER NAME

                   

                
	 	
                  _____________________________

                
	 	
                  Name:
                    ____________________________

                
	 	
                  Title:
                    _____________________________

                


        

      

       

      Witness:

       

      ____________________________

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      


      EXHIBIT
        B

       

      ASSIGNMENT
        FORM

       

      VirtualScopics,
        Inc.

      350
        Linden Oaks

      Rochester,
        New York 14625

      Attention:
        Chief Financial Officer

       

      FOR
        VALUE
        RECEIVED,________________________
        hereby
        sells, assigns and transfers unto

      


      (Please
        print assignee’s name, address and Social Security/Tax Identification
        Number)

      ________________________________________________

      ________________________________________________

      ________________________________________________

      the
        right
        to purchase the Common Stock, par value $.001 per share, of VirtualScopics,
        Inc., a Delaware corporation, represented by this Warrant to the extent of
        shares as to which such right is exercisable and does hereby irrevocably
        constitute and appoint ____________________________, Attorney, to transfer
        the
        same on the books of the Company with full power of substitution in the
        premises.

       

      
        	
                Dated:
                  _____________________

              	
                _________________________________

              
	 	
                PRINT
                  WARRANT HOLDER NAME

                 

              
	 	
                _____________________________

              
	 	
                Name:
                  ____________________________

              
	 	
                Title:
                  _____________________________

              


      

       

      Witness:

       

      ____________________________

       

      
        
           

        

        
          10