EXHIBIT
      10.16

      


      PROMISSORY
        NOTE

      


       

      
        	
                $90,000

              	 	
                November
                  18, 2002

              	 
	 	 	
                Rochester,
                  New York

              	 


      

      


      


      FOR
        VALUE RECEIVED,
        VIRTUALSCOPICS, LLC, a New York limited liability company with an address
        at 140
        Office Park Way, Tobey Village Office Park, Pittsford, New York, 14534 ("Maker")
        hereby promises to pay to Saara Totterman, who resides at 195 Dunrovin,
        Rochester, New York 14618 ("Payee") the principal sum of Ninety Thousand
        Dollars
        and 00/100 ($90,000) in lawful money of the United States of America, upon
        the
        following terms:

      


      
        	 	 	
                The
                  unpaid principal balance under this Promissory Note shall accrue
                  interest
                  at 5.75% per annum until paid in full. Maker shall pay Payee twenty
                  (20)
                  quarterly principal installments plus accrued interest, commencing
                  on
                  March 31, 2003 and continuing on June 30th,
                  September 30th
                  and December 31st
                  of
                  the succeeding quarters until paid in
                  full.

              


      

      


      In
        the
        event that the Maker is unable to make any annual payment because of
        insufficient available cash for such payment, as determined in the sole,
        but
        reasonable, discretion of Maker’s Board of Managers, then the payment schedule
        for the loan shall be extended for an additional year. Interest shall continue
        to accrue on any unpaid principal balance at the specified interest rate,
        and
        any additional accrued interest payable as a result of any extensions of
        the
        term of this Promissory Note shall be payable together with the final payment
        under this Promissory Note. 

      


      Maker
        may
        prepay all or a portion of the principal balance hereunder at anytime without
        prepayment penalty.

      


      The
        following events shall constitute Events of Default:

      


      
        	 	
                (a)

              	
                The
                  failure by Maker to comply with its payment obligations hereunder
                  within
                  thirty (30) days of its receipt of written notice from Payee;
                  or

              


      

      


      
        	 	
                (b)

              	
                The
                  filing by or against Maker of a petition under the provisions of
                  any state
                  insolvency law or the United States Bankruptcy Code, as now in
                  effect or
                  hereafter amended; or

              


      

      


      
        	 	
                (c)

              	
                The
                  sale by Maker of all or substantially all of its assets or ownership
                  units.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      If
        any
        Event of Default occurs, Payee may declare the entire unpaid principal hereunder
        immediately due and payable. In the Event of Default, Maker waives demand,
        protest, notice of default, notice of non-payment and protest, presentment
        and
        notice of presentment.

      


      This
        Promissory Note shall be governed by the laws of the State of New York without
        reference to conflict of laws principles.

      


      Any
        litigation involving this Promissory Note shall be triable only in a court
        of
        competent jurisdiction located in Monroe County, New York. The parties hereto
        irrevocably consent to the personal jurisdiction and venue of such
        court.

      


      This
        Promissory Note may be changed, modified, waived or discharged, in whole
        or in
        part, only by a written instrument executed by Maker and Payee.

      


      IN
        WITNESS WHEREOF,
        Maker
        has caused this Promissory Note to be executed and delivered as of the date
        set
        forth above.

      


      
        
          	 	 	 	VIRTUALSCOPICS, LLC
	 	 	 	 
	 	 	 	 
	/s/
                  Saara Totterman	 	 	/s/
                  Mikael Totterman
	
                  
Saara
                  Totterman	 	 	
                  
Mikael
                  Totterman, Chief Operating
                  Officer


        



       

      
        
          
          

        

        
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