EXHIBIT
      10.1    


    


    


    VIRTUALSCOPICS,
      LLC

    2005
      Long-Term Incentive Plan

     

    1.    Purpose.
      The
      purpose of this Plan is to promote share ownership by key employees, managers,
      consultants, and strategic partners of VirtualScopics, LLC, a New York limited
      liability company, and its Subsidiaries, thereby reinforcing a mutuality of
      interest with other members, and to enable VirtualScopics, LLC, and its
      Subsidiaries to attract, retain and motivate key employees, managers,
      consultants and strategic partners by permitting them to share in its
      growth.

    


    2.    Definitions.
      As used
      in this Plan,

    


    "Board"
      means the Board of Directors of the Company and, to the extent of any delegation
      by the Board to a committee (or subcommittee thereof) pursuant to Section 13
      of
      this Plan, such committee (or subcommittee).

    


    "Code"
      means the Internal Revenue Code of 1986, as amended from time to time, and
      any
      successor thereto.

    


    "Common
      Units" means ownership interests issued by the Company in the nature of a share
      of stock in a business corporation.

     

    "Company"
      means VirtualScopics, LLC, a New York limited liability company.

    


    “Continuous
      Service” means the period during which an Optionee employee’s employment has not
      been terminated voluntarily or involuntarily and does not include: (a) permitted
      written leave of absence with the intention or obligation for the Optionee
      employee to return to employment at a predetermined time and the Optionee
      employee does return to employment; or (b) a short term disability which shall
      mean a disability that does not allow the Optionee employee to work for a short
      period of time, and is not a “permanent disability” as defined by the Company’s
      health and/or disability insurance plans or in the absence of any such plans,
      New York State law. 

    


    "Date
      of
      Grant" means the date specified by the Board on which a grant of Options shall
      become effective.

    


    "Director"
      means a member of the Board of Directors of the Company.

    


    “Exchange
      Act Registration” means the effectiveness of the registration by the Company, or
      any successor thereto, of a class of equity securities under the Securities
      Exchange Act of 1934, as amended.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    "Fair
      Market Value" means, as of any given day, the amount determined by the Board
      to
      be the fair market value of a Common Unit on such day.

    


    "Initial
      Public Offering" means any underwritten sale of the Company's Common Units
      pursuant to an effective registration statement under the Securities Act filed
      with the Securities and Exchange Commission on Form S-1 (or a successor form
      adopted by the Securities and Exchange Commission), provided that the following
      shall not be considered an Initial Public Offering: (i) any issuance of Common
      Units or common stock as consideration or financing for a merger or acquisition,
      and (ii) any issuance of Common Units or common stock or rights to acquire
      common stock to employees of the Company or its Subsidiaries as part of an
      incentive or compensation plan.

    


    "Option"
      means the right to purchase Common Units upon exercise of an option granted
      pursuant to Section 4 of this Plan.

    


    "Option
      Letter" means the agreement created by the letter issued in the form of
Exhibit
      A
      by the
      Company pursuant to Section 8 of this Plan, whereby Optionee agrees to be bound
      by the terms of this Plan.

    


    "Option
      Price" means the purchase price per Option Unit payable on exercise of an
      Option.

    


    "Option
      Units" means Common Units acquired upon the exercise of an Option.

    


    "Optionee"
      means the person named in an agreement evidencing an outstanding
      Option.

    


    "Participant"
      means a person who is selected by the Board on recommendation of the Company’s
      Chief Executive Officer, or such other officer as determined from time to time
      by the Board to receive benefits under this Plan and who is at the time an
      employee, manager, consultant or strategic partner of the Company or a
      Subsidiary, or who has agreed to commence serving in any of such capacities
      within 30 days of the Date of Grant.

    


    "Plan"
      means this Long-Term Incentive Plan of the Company, adopted on November 18,
      2002, and, as amended from time to time.

    


    "Qualified
      Sale of the Company" means either (i) the sale, lease, transfer, conveyance
      or
      other disposition, in one or a series of related transactions, of all or
      substantially all of the assets of the Company and its Subsidiaries, taken
      as a
      whole, or (ii) a transaction or series of transactions (including by way of
      merger, consolidation, or sale of stock, but not including an Initial Public
      Offering) the result of which is that the holders of the Company's outstanding
      securities entitled to elect Directors ("Voting Securities") immediately prior
      to such transaction are, after giving effect to such transaction no longer,
      in
      the aggregate, the "beneficial owners" (as such term is defined in Rule 13d-3
      and Rule 13d-5 promulgated under the Securities Exchange Act), directly or
      indirectly, through one or more intermediaries, of more than 50% of the voting
      power of all Voting Securities, in each case where the consideration for such
      assets or Units in such sale or transfer consists of cash or publicly traded
      equity securities for such assets or for at least 50% of the outstanding Voting
      Securities of the Company (e.g.,
      100% of
      such consideration would have to consist of cash or publicly traded equity
      securities if only 50.01% of Voting Securities were sold in such
      transaction).

    


    
      
        
        

      

      
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    "Repurchase
      Right" means the Company's right to repurchase Option Units as set forth in
      Section 5 of this Plan.

    


    "Right
      of
      First Refusal" means the Company's right of first refusal as set forth in
      Section 6 of this Plan.

    


    "Subsidiary"
      means a corporation, company or other entity (i) more than 50 percent of whose
      outstanding shares or securities (representing the right to vote for the
      election of directors or other managing authority) are, or (ii) which does
      not
      have outstanding shares or securities (as may be the case in a partnership,
      joint venture or unincorporated association), but more than 50 percent of whose
      ownership interest representing the right generally to make decisions for such
      other entity is, now or hereafter, owned or controlled, directly or indirectly,
      by the Company.

    


    3.    Units
      Available.
      

    


    (a)    Subject
      to adjustment as provided in Section 7 of this Plan,

    the
      total
      number of Common Units which may be issued and sold under Options granted
      pursuant to this Plan shall not exceed 3,557,979 Common Units, unless passed
      by
      majority vote of members. Such units may be treasury units or units of original
      issue or a combination of the foregoing.

    


    (b)    (i)    In
      the
      event of the termination (by reason of forfeiture, expiration, cancellation,
      surrender, or otherwise) of any Option, that number of Common Units that was
      subject to such Options but not issued shall be available again for issuance
      under the Plan.

    


    (ii)    In
      the
      event that Common Units are delivered under the Plan and are thereafter
      forfeited or reacquired by the Company (whether or not pursuant to rights
      reserved upon the award thereof), such forfeited or reacquired Common Units
      shall be available again for issuance under the Plan.

    


    4.    Options.
      The
      Board may, from time to time and upon such terms and conditions as it may
      determine, authorize the granting of Options to Participants. Each such grant
      shall be subject to all of the requirements contained in the following
      provisions and such other terms as the Board shall determine:

    


    (a)    Each
      grant shall specify the number of Common Units to which it pertains, subject
      to
      the limitations set forth in Section 3 of this Plan.

    


    
      
        
        

      

      
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    (b)    Each
      grant shall specify an Option Price per unit, which, unless provided otherwise
      in the Option Letter in the sole discretion of the Board, may not be less than
      one hundred percent (100%) of the Fair Market Value on the Date of
      Grant.

    


    (c)    The
      Option Price shall be payable (i) in cash or by other consideration acceptable
      to the Company, (ii) by the actual or constructive transfer to the Company
      of
      Common Units owned by the Optionee for at least 6 months having a value at
      the
      time of exercise equal to the total Option Price, or (iii) by a combination
      of
      such methods of payment.

    


    (d)    Successive
      grants may be made to the same Optionee whether or not any Options previously
      granted to such Optionee remain unexercised.

    


    (e)    (i)    Each
      grant will provide the Optionee with vested and nonforfeitable rights in the
      Option at a rate of twenty-five percent (25%) per year, so that the Optionee
      shall be fully vested on the fourth anniversary of such grant. In the sole
      discretion of the Board, any grant may specify a different period or periods
      of
      Continuous Service by the Optionee with the Company or any of its Subsidiaries
      that is necessary before the Options or installments thereof will become vested
      and exercisable.

    


    (ii)    Notwithstanding
      the foregoing, any grant of Options may provide for the immediate vesting and
      exercisability of the Options, subject to the additional restrictions described
      in the Option Letter or this Plan.

    


    (f)    Unless
      otherwise approved by the Board, each Option shall be subject to the Repurchase
      Right and the Right of First Refusal in favor of the Company as specified in
      Sections 5 and 6 of this Plan, respectively.

    


    (g)    Except
      as
      otherwise determined by the Board, no Option shall be transferable by the
      Optionee except by will or the laws of descent and distribution. Except as
      otherwise determined by the Board, Options shall be exercisable during the
      Optionee's lifetime only by the Optionee or, in the event of the Optionee's
      legal incapacity to do so, the Optionee's guardian or legal representative
      acting on behalf of the Optionee in a fiduciary capacity under state law and
      court supervision.

    


    (h)    No
      Option
      shall be exercisable more than 10 years from the Date of Grant.

    


    (i)    An
      Optionee may exercise an Option in whole or in part at any time and from time
      to
      time during the period within which an Option may be exercised. To exercise
      an
      Option, an Optionee shall give written notice to the Company, in the form of
      a
      Certificate of Exercise attached as Exhibit
      B,
      specifying the number of Common Units to be purchased and provide payment of
      the
      Option Price and any other documentation that may be required by the
      Company.

    


    (j)    An
      Optionee shall be treated for all purposes as the owner of record of the number
      of Common Units purchased pursuant to exercise of the Option (in whole or in
      part) as of the date the conditions set forth in Section 4(i) are
      satisfied.

    


    
      
        
        

      

      
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    (k)    Any
      grant
      may specify performance conditions that must be satisfied as a condition to
      the
      exercise or early exercise of an Option.

    


    (l)    Each
      Option granted shall terminate automatically and without further notice on
      the
      earliest of the following dates:

    


    (i)    the
      date
      specified in the Option Letter; 

    


    (ii)    in
      the
      event that the Optionee's employment or other service is terminated for cause,
      the Option shall terminate at the time of such termination and the Optionee
      shall forfeit all rights under the Option, including his or her rights with
      respect to the portion of the Option that would otherwise be exercisable but
      for
      this sentence, notwithstanding any other provision of this Plan or the Option
      Letter. For purposes of this provision, "cause" shall mean the Optionee shall
      have committed prior to termination of employment or other service any of the
      following acts:

    


    (A)    An
      intentional act of fraud, embezzlement, theft, or any other material violation
      of law in connection with the Optionee's duties or in the course of the
      Optionee's employment or other service;

    


    (B)    intentional
      wrongful damage to material assets of the Company or its
      Subsidiaries;

    


    (C)    intentional
      wrongful disclosure of material confidential information of the Company or
      its
      Subsidiaries;

    


    (D)    intentional
      wrongful engagement in any competitive activity that would constitute a material
      breach of the duty of loyalty; 

    


    (E)    intentional
      breach of any stated material employment policy of the Company or its
      Subsidiaries or of any provision in any employment agreement between the
      Optionee and the Company or its Subsidiaries; or 

    


    (iii)   in
      the event that
      the Optionee’s employment or other service is terminated for reasons other than
      cause, (A) all of the Optionee’s Options that were not vested and unexercisable
      on the date of termination shall be forfeited immediately, and (B) all of the
      Optionee’s Options that were vested and exercisable on the date of termination
      shall remain exercisable for, and shall otherwise terminate at the end of the
      ninety-day period beginning on the date of termination, but in no event after
      the expiration date specified in the Option Letter.

    


    Notwithstanding
      the ninety-day limit in subparagraph (iii), the exercise date may be extended
      in
      the sole discretion of the Board at, but not limited to, the time of grant
      or
      the date of termination. 

    


    
      
        
        

      

      
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    (m)    All
      Options granted hereunder shall become exercisable no earlier than: (1) a
      Qualified Sale of the Company, an Initial Public Offering or an Exchange Act
      Registration; or (2) the date of vesting that is set forth in the Option Letter,
      certificate provided to the Participant or this Plan.  

    


    (n)    Notwithstanding
      any other provision herein to the contrary except section 4(p) below, upon
      the
      occurrence of a Qualified Sale of the Company, any portion of an Option that
      is
      not then vested or exercised shall become vested and must be exercised in full
      within thirty (30) days of the occurrence; if Optionee does not elect to
      exercise his or her Options under this Section 4(n), all unexercised Options
      shall terminate.

    


    (o)    After
      the
      occurrence of a Qualified Sale of the Company, if an option is not exercised
      as
      set forth in section 4(n) above, the Company may, in its sole discretion,
      provide for the assumption of an Option or the substitution for an Option with
      a
      new option of the successor person or entity or a parent or subsidiary thereof,
      with appropriate adjustment as to the number and kind of units or shares, the
      per unit exercise price and such other terms that the successor person, entity
      or subsidiary thereof will deem necessary. 

     

    5.    Company's
      Repurchase Right.

    


    (a)    The
      Company shall have the right to repurchase some or all of the Option Units
      of an
      Optionee upon the occurrence of any of the events specified in Section 5(b)
      below (the "Repurchase Event"). The Repurchase Right may be exercised by the
      Company within 180 days following the date of such event (the "Repurchase
      Period"). The Repurchase Right shall be exercised by the Company by giving
      the
      holder written notice on or before the last day of the Repurchase Period of
      its
      intention to exercise the Repurchase Right, and, together with such notice,
      tendering to the holder an amount equal to the Fair Market Value of the Option
      Units, as provided in Section 5(c). The Company may assign the Repurchase Right
      to one or more persons at the Fair Market Value of the Option Units as
      determined as of the date of the repurchase event. Upon exercise of the
      Repurchase Right in the manner provided in this Section 5(a), the Optionee
      shall
      deliver to the Company any certificate or certificates representing the Option
      Units being repurchased, duly endorsed and free and clear of any and all liens,
      charges and encumbrances. If Option Units are not purchased under the Repurchase
      Right, the Optionee and his or her successor in interest, if any, will hold
      any
      such units in his or her possession subject to all of the provisions of this
      Section 5 and Section 6 hereof. The Repurchase Right described in this Section
      5
      of the Plan shall be in addition to any rights of the Company set forth in
      the
      Option Letter and the Company’s Operating Agreement as amended from time to
      time.

    


    (b)    Company's
      Right to Exercise Repurchase Right.
      The
      Company shall have the Repurchase Right in the event that any of the following
      events shall occur:

    


    
      	 	
              (i)

            	
              The
                termination of the Optionee's employment or other service with the
                Company
                and its Subsidiaries for any reason whatsoever, regardless of the
                circumstances thereof, and including without limitation upon death,
                disability, retirement, discharge or resignation for any reason,
                whether
                voluntary or involuntarily; or

            


    

    


    
      
        
        

      

      
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              (ii)

            	
              The
                (A) filing of a voluntary petition under any bankruptcy or insolvency
                law,
                or a petition for the appointment of a receiver or the making of
                an
                assignment for the benefit of creditors, with respect to the Optionee,
                or
                (B) the Optionee being subjected involuntarily to a petition or assignment
                or to an attachment or other legal or equitable interest with respect
                to
                his or her assets, which involuntary petition or assignment or attachment
                is not discharged within 60 days after its date or (C) the Optionee
                being
                subject to a transfer of Option Units by operation of law, except
                by
                reason of death.

            


    

    


    (c)    Determination
      of Fair Market Value.
      For
      purposes of this Section 5, the Fair Market Value of the Option Units shall
      be
      determined as of the date of the Repurchase Event by the Board.

    


    (d)    Expiration
      of Company's Repurchase Right.
      The
      Repurchase Right of the Company set forth in this Section 5 of the Plan shall
      remain in effect until the earlier of the closing of an Initial Public Offering
      or an Exchange Act Registration.

    


    6.    Company's
      Right of First Refusal.

    


    (a)    Exercise
      of Right.
      If at a
      time other than within the period specified in Section 5(a) the Optionee desires
      to transfer all or any part of the Option Units to any person other than the
      Company (an "Offeror"), the Optionee shall: (i) obtain in writing an
      irrevocable

    and
      unconditional bona fide offer (the "Offer") for the purchase thereof from the
      Offeror; and (ii) give written notice (the "Option Notice") to the Company
      setting forth the Optionee's desire to transfer such units, which Option Notice
      shall be accompanied by a photocopy of the Offer and shall set forth the name
      and address of the Offeror and the price and terms of the Offer. Upon receipt
      of
      the Option Notice, the Company shall have an assignable option to purchase
      any
      or all of such Option Units (the "Company Option Units") specified in the Option
      Notice, such option to be exercisable by giving, within 10 days after receipt
      of
      the Option Notice, a written counter notice to the Optionee. If the Company
      elects to purchase any or all of such Company Option Shares, it shall be
      obligated to purchase, and the Optionee shall be obligated to sell to the
      Company, such Company Option Shares at the price and terms indicated in the
      Offer within 30 days from the date of delivery by the Company of such counter
      notice.

    


    (b)    Sale
      of Option Shares to Offeror.
      The
      Optionee may, for 60 days after the expiration of the 10-day option period
      as
      set forth in Section 6(a), sell to the Offeror, pursuant to the terms of the
      Offer, any or all of such Company Option Units not purchased or agreed to be
      purchased by the Company or its assignee. If any or all of such Company Option
      Units are not sold pursuant to an Offer within the time permitted above, the
      unsold Company Option Units shall remain subject to the terms of this Section
      6.

    


    
      
        
        

      

      
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    (c)    Adjustments
      for Changes in Capital Structure.
      If
      there shall be any change in the Common Units of the Company through merger,
      consolidation, reorganization, recapitalization, stock dividend, stock split,
      combination or exchange of shares, or the like, the restrictions contained
      in
      this Section 6 shall apply with equal force to additional or substitute
      securities, if any, received by the Optionee in exchange for, or by virtue
      of
      his or her ownership of, Option Units.

    


    (d)    Failure
      to Deliver Option Units.
      If the
      Optionee fails or refuses to deliver on a timely basis any duly endorsed
      certificates representing Company Option Units to be sold to the Company or
      its
      assignee pursuant to this Section 6, the Company shall have the right to deposit
      the purchase price for such Company Option Units in a special account with
      any
      bank or trust company, giving notice of such deposit to the Optionee, whereupon
      such Company Option Units shall be deemed to have been purchased by the Company.
      All such monies shall be held by the bank or trust company for the benefit
      of
      the Optionee. All monies deposited with the bank or trust company but remaining
      unclaimed for two years after the date of deposit shall be repaid by the bank
      or
      trust company to the Company on demand, and the Optionee shall thereafter look
      only to the Company for payment. The Company may place a legend on any
      certificate for Option Units delivered to the Optionee reflecting the
      restrictions on transfer provided in this Section 6.

    


    (e)    Expiration
      of Company's Right of First Refusal.
      The
      first refusal rights of the Company set forth above shall remain in effect
      until
      the closing of an Initial Public Offering or an Exchange Act
      Registration.

    


    7.    Adjustments.
      The
      Board may make or provide for such adjustments in the Option Price and in the
      number or kind of shares or other securities covered by outstanding Options
      as
      the Board in its sole discretion may in good faith determine to be equitably
      required in order to prevent dilution or enlargement of the rights of Optionees
      that would otherwise result

    from
      any
      (a) dividend, split, combination of units, recapitalization or other change
      in
      the capital structure of the Company, (b) merger, consolidation, separation,
      reorganization, partial or complete liquidation, issuance of rights or warrants
      to purchase units or (c) other corporate transactions or events having an effect
      similar to any of the foregoing. Moreover, in the event of any such transaction
      or event, the Board, in its discretion, may provide in substitution for any
      or
      all outstanding Options under this Plan such alternative consideration as it,
      in
      good faith, may determine to be equitable in the circumstances and may require
      in connection therewith the surrender of all Options so replaced. The Board
      may
      also make or provide for such adjustments in the number of units specified
      in
      Section 3 of this Plan as the Board in its sole discretion, exercised in good
      faith, may determine is appropriate to reflect any transaction or event
      described in this Section 7.

    


    8.    Option
      Letter.
      The
      form of each Option Letter shall be as set forth in Exhibit
      A.
      The
      Board may amend any Option Letter evidencing an outstanding option, with the
      concurrence of the affected Optionee, provided that the terms and conditions
      of
      each Option Letter and amendment are not inconsistent with this Plan and no
      amendment shall adversely affect the rights of the Optionee with respect to
      any
      outstanding Option without the Optionee's consent. Any Option Letter shall
      require the Optionee to acknowledge and agree that the Option granted by the
      Option Letter is subject to the terms and conditions of this Plan. 

    


    
      
        
        

      

      
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    9.    Cancellation
      of Options.
      The
      Board may, with the concurrence of the affected Optionee, in writing, cancel
      any
      Option granted under this Plan. In the event of any such cancellation, the
      Board
      may authorize the granting of new Options (which may or may not cover the same
      number of Common Units that had been the subject of any prior option) in such
      manner, at such Option Price and subject to the same terms, conditions and
      discretion as would have been applicable under this Plan had the cancelled
      Options not been granted.

    


    10.   Withholding.
      No
      later than the date as of which an amount first becomes includible in the gross
      income of the Optionee for applicable income tax purposes with respect to any
      Option under the Plan, the Optionee shall pay to the Company, or make
      arrangements satisfactory to the Board regarding the payment of, any Federal,
      state or local taxes of any kind required by law to be withheld with respect
      to
      such amount. 

    


    11.   Governing
      Law.
      The
      Plan and all Options granted and actions taken thereunder shall be governed
      by
      and construed in accordance with the laws of the State of New York.

    


    12.   Fractional
      Shares.
      The
      Company shall not be required to issue any fractional Common Units pursuant
      to
      this Plan. The Board may provide for the elimination of fractional Common Units
      or for the settlement of fractional Common Units for cash.

    


    13.   Administration.
      This
      Plan shall be administered by the Board, which may from time to time delegate
      all or any part of its authority under this Plan to a committee of not less
      than
      three Directors appointed by the Board. To the extent of any such delegation,
      references in this Plan to the Board shall also refer to the committee. A
      majority of the members of the committee shall constitute a quorum, and any
      action taken by a majority of the members of the committee who are present
      at
      any meeting of the committee at which a quorum is present, or any actions of
      the
      committee that are unanimously approved by the members of the committee in
      writing, shall be the acts of the committee. Any determination by the Board
      pursuant to any provision of this Plan shall be final and conclusive. No member
      of the Board shall be liable for any such determination made in good
      faith.

    


    14.   Lock-Up
      Agreement.
      The
      Company may, in its discretion, require in connection with an Initial Public
      Offering that a Participant agree that any Option Unit not be sold, offered
      for
      sale or otherwise disposed of for a period of time as determined by the Board,
      provided at least a majority of the Company's Directors and officers who hold
      Option Rights or Common Units at such time are similarly bound. In the event
      a
      Participant fails to execute the Lock-Up Agreement, such Participant will
      forfeit all Option Units. 

    


    15.   Foreign
      Employees.
      In
      order to facilitate the making of any grant or combination of grants under
      this
      Plan, the Board may provide for such special terms for awards to Participants
      who are foreign nationals or who are employed by the Company or any Subsidiary
      outside of the United States of America as the Board may consider necessary
      or
      appropriate to accommodate differences in local law, tax policy or custom.
      Moreover, the Board may approve such sub-plans or supplements to or amendments,
      restatements or alternative versions of this Plan as it may consider necessary
      or appropriate for such purposes, without thereby affecting the terms of this
      Plan as in effect for any other purpose, and the Secretary or other appropriate
      officer of the Company may certify any such document as having been approved
      and
      adopted in the same manner as this Plan.

    


    
      
        
        

      

      
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    16.    Amendment,
      Etc.

     

    (a)    The
      Board
      may at any time and from time to time amend the Plan in whole or in
      part.

    


    (b)    The
      Board
      may condition the grant of any award or combination of awards authorized under
      this Plan on the surrender or deferral by the Participant of his or her right
      to
      receive a cash bonus or other compensation otherwise payable by the Company
      or a
      Subsidiary to the Participant.

    


    (c)    In
      case
      of termination of employment or other service by reason of death, disability
      or
      normal or early retirement, or in the case of hardship or other special
      circumstances, of an Optionee who holds an Option not immediately exercisable
      in
      full, the Board may, in its sole discretion, accelerate the time at which such
      Option may be exercised

    


    (d)    This
      Plan
      shall not confer upon any Participant any right with respect to continuance
      of
      employment or other service with the Company or any Subsidiary, nor shall it
      interfere in any way with any right the Company or any Subsidiary would
      otherwise have to terminate such Participant's employment or other service
      at
      any time.

    


    17.    Effective
      Date.
      This
      Plan, as amended, shall be effective immediately. The original effective date
      remains November 18, 2002.

    


    END
      OF
      DOCUMENT

    


    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
EXHIBIT
      10.1


    EXHIBIT
      A

    


    Option
      Letter

    


    [DATE]

     

    [Participant/Address]

     

    Dear
      Participant:

    


    Pursuant
      to the terms and conditions of the Company's Long-Term Incentive Plan (the
      "Plan"), you have been granted an Option to purchase ______ Common Units of
      the
      Company, as outlined below.

    


    


    
      	
              Grant
                Date:

            	 	______________________________	 
	 	 	 	 
	
              Options
                Granted:

            	 	______________________________	 
	 	 	 	 
	
              Option
                Price Per Share:

            	 	______________________________	
              Total
                Cost to Exercise: $_________________

            
	
               

            	 	 	 
	
              Expiration
                Date:

            	 	
              ______________________________

            	 


    

    


    
      	 	
              Vesting
                Schedule during 

              continuous
                employment only:

            	
              ___%
                per year for ___ years, i.e.,

            
	 	 	
              ____
                on _________

            
	 	 	
              ____
                on _________

            
	 	 	
              ____
                on _________

            


    

    


    Other:    ___________________________________

    


    By
      my
      signature below, I hereby acknowledge receipt of this Option granted on the
      date
      shown above, which has been issued to me under the terms and conditions of
      the
      Plan. I further acknowledge receipt of a copy of the Plan and agree to be
      subject to all the provisions of the Plan and to comply with all of the terms
      and conditions of the Option and the Plan.

    


    Signature:
      ________________________________    Date:____________________

    Participant

     

    


    Authorized
      Employer Signature: ________________________ Date: ________________

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
EXHIBIT
      10.1

    
 

    EXHIBIT
      B

    


    Certificate
      of Exercise

     

    


    To
      the
      Board of Directors of VirtualScopics, LLC

    Attention:
      Compensation Committee

    


    The
      undersigned Participant on _____________ (insert date) was granted the option
      to
      purchase ____ Common Units of VirtualScopics, LLC for the exercise price of
      $________. ____ Units vested on __________ (insert date).

    


    The
      undersigned Participant hereby elects to exercise his/her option to purchase
      ____ number of Common Units x (exercise price), for the total of __________.
      Enclosed with this Certificate of Exercise, is a bank money or certified check
      in the amount of $___________. 

    


    
      
        

      

    

    


    I
      agree
      at the time that the Common Units are put into my name, I will execute the
      VirtualScopics, LLC Amended and Restated Operating Agreement which I understand
      will be amended from time to time. 

    


    Additionally,
      I reaffirm my obligations set forth in that certain Agreement between me and
      the
      Company executed on ________________.

    


    


    
      
        	
                Dated:
                  ____________________

              	 	
                Participant:
                  ___________________________

              
	 	 	 
	
                Accepted:
                  

              	 	 
	 	 	 
	
                Dated:
                  _____________________

              	 	
                VirtualScopics,
                  LLC

              
	 	 	 
	 	 	
                By:
                  _________________________________

              
	 	 	 
	 	 	
                Its:
                  _________________________________