EXHIBIT
        10.5

       

      PLACEMENT
        AGENCY AGREEMENT

       

      October
        3, 2005 

       

      Brookshire
        Securities Corporation

      4
        West
        Las Olas Blvd.

      8th
        Floor

      Ft.
        Lauderdale, Florida 33301

       

      Re:    VirtualScopics,
        LLC 

       

      Ladies
        and Gentlemen:

       

      This
        Placement Agency Agreement (this “Agreement”)
        sets
        forth terms upon which Brookshire Securities Corporation, a registered
        broker-dealer and a member of the National Association of Securities Dealers,
        Inc. (together with its dealers, the “Placement
        Agent”),
        shall
        be engaged by VirtualScopics, LLC
        (“VirtualScopics”) and a publicly traded corporation, whose shares are
        registered with the Securities and Exchange Commission and are listed on
        the
        Over the Counter Bulletin Board (“Pubco”), to act as lead Placement Agent in
        connection with the private
        placement (the
        “Offering”)
        on a
“best efforts - 3,000 units or none” basis of
        up to
6,000
        units (“Units”),
        each
        Unit consisting of one share of Pubco’s Series A Convertible Preferred Stock
        (the “Series
        A Preferred Stock”),
        and a
        four year detachable, transferable warrant (the “Warrant”)
        to
        purchase 200 shares of Pubco’s common stock (the “Common
        Stock”)
        at an
        exercise price of $4.00 per share.
        In the
        event the Offering is oversubscribed, VirtualScopics and the Placement Agent
        may
        in their discretion sell as an over-allotment option up to an additional
        1,000
        Units. 

       

      Concurrently
        with the closing of this Offering, Pubco will acquire VirtualScopics through
        an
        exchange offer of its Common Stock for all of VirtualScopics’ outstanding
        membership units so that VirtualScopics will become a wholly-owned subsidiary
        of
        Pubco at the closing of this Offering (the
        “Exchange Offer”)
        and the
        members of VirtualScopics will become shareholders of Pubco. 

       

      Subject
        to Section 4(d), subscriptions for the Units will be accepted by Pubco at
        a
        price of $1,000 per Unit (the “Offering
        Price”),
        with
        a minimum investment of 50 Units ($50,000); provided, however, that
        subscriptions in lesser amounts may be accepted in Pubco’s and Placement Agent’s
        discretion. The Placement Agent shall not tender to Pubco subscriptions for
        any
        persons or entities who do not qualify as “accredited investors,” as such term
        is defined in Rule 501 of Regulation D as promulgated under Section 4(2)
        (“Regulation
        D”)
        of the
        Securities Act of 1933, as amended (the “Act”).
        The
        Units
        will be offered until October 31, 2005 (the “Initial
        Offering Period”)
        commencing on the issue date of the Memorandum (as defined below), which
        period
        may be extended by Pubco and the Placement Agent for an additional 90-day
        period
        (this additional period and the Initial Offering Period shall be referred
        to as
        the “Offering
        Period”).
        The
        date
        on which the Offering shall terminate shall be referred to as the “Termination
        Date.”

       

      
        
          
          

        

        
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      With
        respect to the Offering, Pubco shall provide the Placement Agent, on terms
        set
        forth herein, the right to offer and sell all (except for those provided
        in
        3.e)of the Units being offered. Each of the Placement Agent and Pubco may,
        in
        its sole reasonable discretion, accept or reject in whole or in part any
        prospective investment in the Units or allot to any prospective subscriber
        less
        than the number of Units that such subscriber desires to purchase. 

       

      The
        Offering will be made by Pubco solely pursuant to the Memorandum (as hereinafter
        defined), which at all times will be in form and substance reasonably acceptable
        to the Placement Agent, Pubco, VirtualScopics and their respective counsel
        and
        contain such legends and other information as such parties and their respective
        counsel may, from time to time, deem necessary and desirable to be set forth
        therein. “Memorandum”
        as used
        in this Agreement means Pubco’s Confidential Private Placement Memorandum dated
        September 30, 2005, inclusive of all annexes, and all amendments, supplements
        and appendices thereto.

       

      1.    Appointment
        of Placement Agent.
        On the
        basis of the representations and warranties provided herein, and subject
        to the
        terms and conditions set forth herein, the Placement Agent is appointed as
        exclusive Placement Agent of Pubco during the Offering Period to assist Pubco
        in
        finding qualified subscribers for the Offering. On the basis of such
        representations and warranties and subject to such terms and conditions,
        the
        Placement Agent hereby accepts such appointment and agrees to perform its
        services hereunder in a professional and businesslike manner and to use its
        commercially reasonable best efforts to assist Pubco in finding subscribers
        of
        Units who qualify as “accredited investors,” as such term is defined in Rule 501
        of Regulation D and to complete the Offering. The Placement Agent has no
        obligation to purchase any of the Units. Unless sooner terminated in accordance
        with this Agreement, the engagement of the Placement Agent hereunder shall
        continue until the later of the Termination Date or the Closing (as defined
        below). Prior to the Termination Date, neither Pubco nor VirtualScopics shall
        engage any other party to act as placement agent of any type of security
        (either
        debt or equity) of the either Pubco or VirtualScopics.

      


      2.    Representations
        and Warranties.
        

       

      The
        following representations and warranties of Pubco, only as to itself prior
        to
        the consummation of the Initial Closing and jointly, and severally with
        VirtualScopics after the consummation of the Initial Closing, and
        VirtualScopics, only as to itself prior to the consummation of the Initial
        Closing, and jointly and severally with Pubco after the consummation of the
        Initial Closing, contained in this Section 2 are true and correct as of the
        date
        of this Agreement:

       

      (a)    Pubco
        is
        a corporation, and VirtualScopics is a limited liability company, duly
        organized, validly existing and in good standing under the laws of its
        jurisdiction of incorporation or organization. Except as disclosed in the
        Memorandum, neither Pubco nor VirtualScopics has any subsidiaries and does
        not
        have an equity interest in any other firm, partnership, association or other
        entity. Each of Pubco and VirtualScopics is duly qualified to transact business
        as a foreign corporation or limited liability company and is in good standing
        under the laws of each jurisdiction where the location of its properties
        or the
        conduct of its business makes such qualification necessary, except where
        the
        failure to be so qualified would not have a material adverse effect on Pubco,
        VirtualScopics or their respective businesses.

       

      
        
          
          

        

        
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      (b)    Each
        of
        Pubco and VirtualScopics has all requisite power and authority to conduct
        its
        business as presently conducted and as proposed to be conducted, to enter
        into
        and perform its obligations under this Agreement and the share exchange
        agreement that will effect the Exchange Offer (the “Share
        Exchange Agreement”)
        and at
        the time of the Initial Closing Pubco will have all requisite power and
        authority to issue, sell and deliver the securities comprising the Units
        and the
        Placement Agent Warrants (as hereinafter defined). Upon due execution and
        delivery, this Agreement, the Subscription Agreement annexed to the Memorandum
        (the “Subscription
        Agreement”),
        the
        Warrants, the warrants to be issued to the Placement Agent at each closing
        of
        the Offering (“Placement
        Agent Warrants”)
        and
        the Share Exchange Agreement will constitute the valid and binding obligations
        of each of Pubco and VirtualScopics to the extent it is a party to such
        agreements or instruments, enforceable against each of Pubco and VirtualScopics
        in accordance with their respective terms, subject to any applicable bankruptcy,
        insolvency or other laws affecting the rights of creditors generally, securities
        laws applicable to indemnification and contribution obligations of the kind
        set
        forth herein and to general equitable principles and the availability of
        specific performance.

      


      (c)    None
        of
        the execution and delivery of, or performance by Pubco or VirtualScopics
        under
        this Agreement or the Subscription Agreement, the Warrants, the Placement
        Agent
        Warrants and the Share Exchange Agreement, will conflict with or violate,
        or
        will result in the creation or imposition of, any lien, charge or other
        encumbrance upon any of the assets of Pubco or VirtualScopics under any
        agreement or other instrument to which either Pubco or VirtualScopics is
        a party
        or by which either Pubco or VirtualScopics or their respective assets may
        be
        bound, or any term of the charter or by-laws of Pubco or the articles of
        organization or operating agreement of VirtualScopics, or any license, permit,
        judgment, decree, order, statute, rule or regulation applicable to Pubco,
        VirtualScopics or any of their respective assets.

       

      (d)    None
        of
        the Units, the Warrants, the Placement Agent Warrants and the shares of Common
        Stock issuable upon exercise of the Warrants or the Placement Agent Warrants
        are
        subject to preemptive or similar rights of any stockholder or security holder
        of
        Pubco or an adjustment under the anti-dilution or exercise rights of any
        holders
        of any outstanding shares of capital stock, options, warrants or other rights
        to
        acquire any securities of Pubco.

       

      (e)    Pubco
        agrees that no consent, authorization or filing of or with any United States
        court or government authority is required in connection with the consummation
        of
        the transactions contemplated herein, except for required filings with the
        United States Securities and Exchange Commission (the “SEC”)
        and
        applicable “Blue Sky” or state securities commissions relating specifically to
        the Offering.

       

      
        
          
          

        

        
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      (f)    The
        Memorandum does not, and will not, include any untrue statement of a material
        fact or omit to state any material fact required to be stated therein or
        necessary to make the statements therein, in light of the circumstances under
        which they were made, not misleading.

       

      (g)    The
        Memorandum has been prepared in conformity with all applicable law, and is
        in
        compliance with Regulation D, the Act and the requirements of all other rules
        and regulations (the “Regulations”)
        of the
        SEC relating to offerings of the type contemplated by the Offering, and the
        applicable securities laws and the rules and regulations of those jurisdictions
        wherein the Units are to be offered and sold other than foreign jurisdictions.
        The Units will be offered and sold pursuant to the registration exemption
        provided by Regulation D and Section 4(2) and/or Section 4(6) of the Act
        as a
        transaction not involving a public offering and the requirements of any other
        applicable state securities laws and the respective rules and regulations
        thereunder in those jurisdictions in the United States in which the Placement
        Agent notifies Pubco that the Units are being offered for sale. Neither Pubco
        nor VirtualScopics has taken, nor will either take, any action which conflicts
        with the conditions and requirements of, or which would make unavailable
        with
        respect to the Offering, the exemption(s) from registration available pursuant
        to Regulation D or Section 4(2) and/or Section 4(6) of the Act. None of Pubco,
        its predecessors or, to Pubco’s knowledge, its affiliates, has been subject to
        any order, judgment or decree of any court of competent jurisdiction
        temporarily, preliminarily or permanently enjoining such person for failing
        to
        comply with Section 503 of Regulation D.

       

      (h)    Each
        of
        VirtualScopics and Pubco owns its property and assets free and clear of all
        mortgages, liens, loans, pledges, security interests, claims, equitable
        interests, charges, and encumbrances, except such encumbrances and liens
        which
        arise in the ordinary course of business and do not materially impair Pubco’s or
        VirtualScopics’, ownership or use of such property or assets. With respect to
        the property and assets it leases, if any, each of Pubco and VirtualScopics
        is
        in compliance in all material respects with such leases and, to its knowledge,
        holds a valid leasehold interest free of any liens, claims, or encumbrances.
        

       

      (i)    Pubco
        has
        authorized and outstanding the capital stock as set forth in the Memorandum
        as
        of the date set forth therein. All outstanding shares of capital stock of
        Pubco
        are duly authorized, validly issued and outstanding, fully paid and
        nonassessable. Except for warrants referred to in the Memorandum: (i) there
        are
        no outstanding options, warrants or other rights permitting or requiring
        Pubco
        or others to purchase or acquire any shares of capital stock or other equity
        securities of Pubco or to pay any dividend or make any other distribution
        in
        respect thereof; (ii) there are no securities issued or outstanding which
        are
        convertible into or exchangeable for shares of capital stock or other equity
        securities of Pubco and there are no contracts, commitments or understandings
        to
        which Pubco is a party, whether or not in writing, to issue or grant any
        such
        option, warrant, right or convertible or exchangeable security; (iii) no
        shares
        of stock or other securities of Pubco are reserved for issuance for any purpose;
        (iv) there are no voting trusts or other contracts, commitments, understandings,
        arrangements or restrictions of any kind to which Pubco is a party with respect
        to the ownership, voting or transfer of Units of stock or other securities
        of
        Pubco, including without limitation, any preemptive rights, rights of first
        refusal, proxies or similar rights and (v) no person holds a right to require
        Pubco to register any securities of Pubco under the Act or to participate
        in any
        such registration. The issued and outstanding shares of capital stock of
        Pubco
        conform to all statements in relation thereto contained in the Memorandum
        and
        the Memorandum describes all material terms and conditions thereof. All
        issuances by Pubco of its securities have been registered or were exempt
        from
        registration under the Act and any applicable state securities
        laws.

       

      
        
          
          

        

        
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      (j)    The
        financial statements, together with the related notes, of Pubco included
        in
        Pubco’s SEC filings present fairly in all material respects the financial
        position of Pubco as of the respective dates specified and the results of
        its
        operations and cash flow for the respective periods covered thereby. Except
        as
        set forth in such financial statements, Pubco has not incurred any material
        liabilities of any kind, whether accrued, absolute, contingent or otherwise
        or
        entered into any material transactions subsequent to December 31, 2004. The
        financial statements, together with the related notes, of VirtualScopics
        included in the Memorandum present fairly in all material respects the financial
        position of VirtualScopics as of the respective dates specified and the results
        of its operations and cash flow for the respective periods covered thereby.
        Except as set forth in such financial statements and in the Memorandum,
        VirtualScopics has not incurred any material liabilities of any kind, whether
        accrued, absolute, contingent or otherwise or entered into any material
        transactions subsequent to December 31, 2004.

       

      (k)    The
        conduct of business by VirtualScopics as presently and proposed to be conducted
        is not subject to continuing oversight, supervision, regulation or examination
        by any governmental official or body of the United States or any other
        jurisdiction wherein VirtualScopics conducts or proposes to conduct such
        business, except as is described in the Memorandum or where such regulation
        is
        otherwise applicable to commercial enterprises generally. VirtualScopics
        has
        obtained all requisite licenses, permits and other governmental authorizations
        to conduct its business as presently conducted, except to the extent the
        failure
        to so obtain would not materially and adversely affect or could reasonably
        be
        expected to materially and adversely affect the business, financial condition,
        operations, prospects or property of Pubco or any of its subsidiaries, taken
        as
        a whole (a “Material
        Adverse Effect”).
        VirtualScopics has not received any notice of any violation of, or noncompliance
        with, any federal, state, local or foreign laws, ordinances, regulations
        and
        orders (including, without limitation, those relating to environmental
        protection, occupational safety and health, federal securities laws, equal
        employment opportunity, consumer protection, credit reporting,
“truth-in-lending”, and warranties and trade practices) applicable to its
        business, the violation of, or noncompliance with, which would have a Material
        Adverse Effect, and VirtualScopics knows of no facts or set of circumstances
        which would give rise to such a notice.

       

      (l)    Except
        as
        set forth in its SEC filings, no default by Pubco or, to the knowledge of
        Pubco,
        any other party exists in the due performance under any material agreements
        to
        which Pubco is a party or to which any of its assets are subject, other than
        defaults that would not have a Material Adverse Effect. Except as set forth
        in
        the Memorandum, no default by VirtualScopics or, to the knowledge of
        VirtualScopics, any other party exists in the due performance under any material
        agreements to which VirtualScopics is a party or to which any of its assets
        are
        subject, other than defaults that would not have a Material Adverse
        Effect.

       

      
        
          
          

        

        
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      (m)    Except
        as
        set forth in its SEC filings, there are no actions, suits, claims, hearings
        or
        proceedings pending before any court or governmental authority or, to the
        knowledge of Pubco, threatened, against Pubco, or involving its assets or
        any of
        its officers or directors (in their capacity as such) which, if determined
        adversely to Pubco or such officer or director, would have a Material Adverse
        Effect or adversely affect the transactions contemplated by this Agreement
        or
        the Share Exchange Agreement or the enforceability thereof. Except as set
        forth
        in the Memorandum, there are no actions, suits, claims, hearings or proceedings
        pending before any court or governmental authority or, to the knowledge of
        VirtualScopics, threatened, against VirtualScopics, or involving its assets
        or
        any of its officers or directors (in their capacity as such) which, if
        determined adversely to VirtualScopics or such officer or director, would
        have a
        Material Adverse Effect or adversely affect the transactions contemplated
        by
        this Agreement or the Share Exchange Agreement or the enforceability
        thereof.

       

      (n)    Neither
        Pubco nor VirtualScopics is: (i) in violation of its charter or By-laws;
        (ii) in
        default of any indenture, mortgage, deed of trust, note or other agreement
        or
        instrument to which it is a party or by which it is or may be bound or to
        which
        any of its assets may be subject, the default of which would have a Material
        Adverse Effect; (iii) in violation of any statute, rule or regulation, the
        violation of which would have a Material Adverse Effect; or (iv) in violation
        of
        any judgment, decree or order applicable to it, which violation or violations
        individually, or in the aggregate, would have a Material Adverse
        Effect.

       

      (o)    Except
        as
        set forth in the Memorandum, since June 30, 2005, there has been no: (i)
        material adverse change in the financial condition of VirtualScopics or (ii)
        damage, loss or destruction, whether or not covered by insurance, with respect
        to any material asset or property of VirtualScopics.

       

      (p)    VirtualScopics
        has appropriate casualty and liability insurance coverage, in scope and amounts
        reasonable and customary for similar businesses.

       

      (q)    Each
        of
Pubco
        and
        VirtualScopics has made or filed all federal, state and foreign income and
        all
        other tax returns, reports and declarations required by any jurisdiction
        to
        which it is subject and which are due (unless and only to the extent that
        it has
        set aside on its books provisions reasonably adequate for the payment of
        all
        unpaid and unreported taxes or has obtained an extension of the deadline
        for
        such filing) and has paid all taxes and other governmental assessments and
        charges that are material in amount, shown or determined to be due on such
        returns, reports and declarations, except those being contested in good faith
        and has set aside on its books provisions reasonably adequate for the payment
        of
        all taxes for periods subsequent to the periods to which such returns, reports
        or declarations apply. To Pubco’s knowledge, there are no unpaid taxes in any
        material amount claimed to be due by the taxing authority of any jurisdiction,
        and the officers of Pubco know of no basis for any such claim. Pubco has
        not
        executed a waiver with respect to the statute of limitations relating to
        the
        assessment or collection of any foreign, federal, statue or local tax. To
        Pubco’s knowledge, none of Pubco’s tax returns is presently being audited by any
        taxing authority. To VirtualScopics’ knowledge, there are no unpaid taxes in any
        material amount claimed to be due by the taxing authority of any jurisdiction,
        and the officers of VirtualScopics know of no basis for any such claim.
        VirtualScopics has not executed a waiver with respect to the statute of
        limitations relating to the assessment or collection of any foreign, federal,
        statue or local tax. To VirtualScopics’ knowledge, none of VirtualScopics’ tax
        returns is presently being audited by any taxing authority.

       

      
        
          
          

        

        
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      (s)    Pubco
        has
        filed all reports required to be filed by it under the Securities Exchange
        Act
        of 1934, as amended (the “Exchange
        Act”),
        including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials
        being collectively referred to herein as the “SEC
        Filings”).
        As of
        their respective dates, the SEC Filings complied in all material respects
        with
        the requirements of the Act and the Exchange Act and the rules and regulations
        of the SEC promulgated thereunder, and none of the SEC Filings, when filed,
        did
        not contain any untrue statement of a material fact or omit to state a material
        fact required to be stated therein or necessary in order to make the statements
        therein, in light of the circumstances under which they were made, not
        misleading. All material agreements to which Pubco is a party have been filed
        as
        exhibits to the SEC Filings to the extent required. The financial statements
        of
        Pubco included in the SEC Filings comply in all material respects with
        applicable accounting requirements and the rules and regulations of the SEC
        with
        respect thereto as in effect at the time of filing.

       

      (t)    Since
        the
        adoption of the Sarbanes-Oxley Act of 2002 (the “New
        Act”),
        Pubco
        has complied in all material respects with the laws, rules and regulation
        under
        the New Act to the extent applicable to Pubco. 

       

      (u)    Neither
        the sale of the Units hereunder nor its use of the proceeds thereof will
        violate
        the Trading with the Enemy Act, as amended, or any of the foreign assets
        control
        regulations of the United States Treasury Department (31 CFR, Subtitle B,
        Chapter V, as amended) or any enabling legislation or executive order relating
        thereto. Without limiting the foregoing, neither Pubco nor any of its
        subsidiaries (a) is a person whose property or interests in property are
        blocked
        pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking
        Property and Prohibiting Transactions With Persons Who Commit, Threaten to
        Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) or (b) engages in
        any
        dealings or transactions, or be otherwise associated, with any such person.
        Pubco and its subsidiaries are in compliance with the USA Patriot Act of
        2001
        (signed into law October 26, 2001).

       

      3.    Placement
        Agent Compensation.

       

      (a)    Pubco
        shall cause to be delivered to the Placement Agent copies of the Memorandum
        and
        has consented, and hereby consents, to the use of such copies for the purposes
        permitted by the Act and applicable securities laws and in accordance with
        the
        terms and conditions of this Agreement, and hereby authorizes the Placement
        Agent and its agents and employees to use the Memorandum in connection with
        the
        sale of the Units until the Termination Date, and no person or entity is
        or will
        be authorized to give any information or make any representations other than
        those contained in the Memorandum or to use any offering materials other
        than
        those contained in the Memorandum in connection with the sale of the
        Units.

       

      (b)    Pubco
        shall make available to the Placement Agent and its representatives such
        information as may be reasonably requested in making a reasonable investigation
        of Pubco and its affairs and shall provide access to such employees during
        normal business hours as shall be reasonably requested by the Placement
        Agent.

       

      
        
          
          

        

        
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      (c)    As
        compensation for its services under this Agreement, at the Closing, subject
        to
        Section 3(e) below, the Placement Agent will receive a cash fee (the
        “Placement
        Agent Fee”)
        equal
        to 8%
        of the
        aggregate proceeds that Pubco receives from the sale of the Units and (ii)
        reimbursement of all reasonable out-of-pocket expenses, including the reasonable
        fees and expenses of counsel for the Placement Agent in connection with the
        Offering up to an aggregate amount of $55,000,
        (the
“Expense
        Reimbursement”).
        Notwithstanding anything to the contrary contained herein, the Placement
        Agent
        shall reallow to Matrix USA, LLC that portion of the Placement Agent Fee
        that is
        attributable to sales of Units made by Matrix USA, LLC as sub-placement
        agent.

       

      (d)    In
        addition to the Placement Agent Fee, subject to Section 3(e), Pubco shall
        at
        Closing sell to Placement Agent, or its designee(s), for consideration of
        $10.00, a four-year warrant to purchase such number of shares of Common Stock
        at
        an exercise price of $2.50 per share equal to 10% of the number of shares
        of
        Common Stock initially issuable upon the conversion of the Series A Preferred
        Stock sold in this Offering (the
        “Placement Agent Warrants”).
        The
        Placement Agent Warrants shall have the same registration rights as those
        afforded to investors in the Offering and shall contain provisions for cashless
        exercise. Notwithstanding anything to the contrary contained herein, the
        Placement Agent shall reallow to Matrix USA, LLC that portion of the Placement
        Agent Warrants that are attributable to sales of Units made by Matrix USA,
        LLC
        as sub-placement agent. VirtualScopics hereby consents to such
        reallowance.

       

      (e)    With
        respect to the sale of the first 3,000 Units (i.e. gross proceeds of $3
        million), the Placement Agent shall not be entitled to the Placement Agent
        Fee
        or to purchase Placement Agent Warrants with respect to sales of Units arranged
        through the officers or directors of VirtualScopics to certain pre-existing
        prospective investors. With respect to sales of Units after the sale of the
        first 3,000 Units (i.e. gross proceeds in excess of $3 million), the Placement
        Agent Fee shall be reduced from 8% to 2% with respect to sales of Units arranged
        through the officers or directors of VirtualScopics. Notwithstanding anything
        to
        the contrary contained herein, with respect to sales of Units arranged through
        the officers or directors of VirtualScopics (whether as part of the first
        3,000
        Units or thereafter) to:
        (i)
        Merck, (ii) Pfizer, (iii) Quest Diagnostics, (iv) NGN or (v) any of
        VirtualScopic’s other existing investors as of the date hereof, the Placement
        Agent shall not be entitled to purchase the Placement Agent Warrants.


       

      (f)    To
        the
        extent there is more than one Closing, payment of the proportional amount
        of the
        Placement Agent Fee will be made out of the proceeds of subscriptions for
        the
        Units sold at each Closing and Placement Agent Warrants shall be issued at
        each
        Closing. Payment of the Expense Reimbursement incurred as of the date of
        each
        Closing, will be made out of the proceeds of subscriptions for Units at each
        Closing.

       

      4.    Subscription
        and Closing Procedures.

       

      (a)    The
        Units
        sold in the Offering will be sold pursuant to Subscription Agreements between
        Pubco and the investors in the Offering in the form annexed to the
        Memorandum.

       

      
        
          
          

        

        
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      (b)    All
        funds
        for subscriptions received from the sale of Units in the Offering will be
        deposited into the escrow account (the “Escrow
        Account”)
        established for such purpose with Signature Bank, New York, New York (the
        “Escrow
        Agent”).
        All
        such funds for subscriptions will be held in the Escrow Account pursuant
        to the
        terms of the Escrow Agreement by and among the Placement Agent, VirtualScopics
        and the Escrow Agent. Pubco will pay all fees related to the establishment
        and
        maintenance of the Escrow Account.

       

      (c)    If
        subscriptions for $3,000,000 of Units have been accepted prior to the expiration
        of the Initial Offering Period or any extension thereof, the funds therefor
        have
        been collected by the Escrow Agent and all of the conditions set forth elsewhere
        in this Agreement are fulfilled, the Initial Closing shall be held in accordance
        with the terms of the Subscription Agreements with respect to the Units sold
        at
        the offices of Greenberg Traurig, LLP, counsel to Pubco. Thereafter, additional
        closings may be held until the full $6.0 million of Units is sold. To the
        extent
        the over-allotment option is exercised, the remaining Units will continue
        to be
        offered and sold until the Termination Date, with the final closing (the
        “Final
        Closing”
        and
        each closing of the purchase and sale of Units is referred to in this Agreement
        as a “Closing”)
        to
        occur within 10 days from the earlier of the Termination Date or the sale
        of all
        Units offered. Delivery of payment for the accepted subscriptions for Units
        from
        funds held in the Escrow Account will be made at the Closing against delivery
        of
        the Units by Pubco. Executed certificates for the securities comprising the
        Units and the Placement Agent Warrants will be made available to the Placement
        Agent for checking and packaging at the Placement Agent’s office prior to the
        Closing or within five (5) business days following the Closing.

       

      (d)    If
        subscriptions for $3,000,000 of Units have not been received and accepted
        by
        Pubco (with VirtualScopics’ consent) on or before the expiration of the Initial
        Offering Period or any extension thereof for any reason, the Offering will
        be
        terminated, no Units will be sold, and the Escrow Agent will, at the request
        of
        the Placement Agent, cause all monies received from subscribers for the Units
        to
        be promptly returned to such subscribers without interest, penalty, expense
        or
        deduction. Subject
        to the receipt of such subscriptions for
        $3,000,000,
        Pubco
        (with VirtualScopics’ consent) will accept or reject the Subscription Document
        in a timely fashion and at each Closing will countersign the Subscription
        Document and provide duplicate copies of such Agreements to the Placement
        Agent
        for distribution to the Subscribers. Pubco will give written notice to the
        Placement Agent of its acceptance or rejection of each subscription. Pubco
        or
        the Placement Agent on the Company's behalf, will promptly return to Subscribers
        incomplete, improperly completed, improperly executed and rejected subscriptions
        and give written notice thereof to the Placement Agent upon such return.
        

       

      5.    Further
        Covenants.
        Each of
        Pubco and VirtualScopics hereby covenants and agrees that:

       

      (a)    Except
        upon prior written notice to the Placement Agent, neither Pubco nor
        VirtualScopics shall, at any time prior to the Closing, knowingly take any
        action which would cause any of the representations and warranties made by
        it in
        this Agreement not to be complete and correct in all material respects on
        and as
        of the Closing date with the same force and effect as if such representations
        and warranties had been made on and as of each such date.

       

      
        
          
          

        

        
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      (b)    If,
        at
        any time prior to the Closing, any event shall occur that causes or is
        reasonably likely to result in a Material Adverse Effect or as a result of
        which
        it becomes necessary to amend or supplement the Memorandum so that the
        representations and warranties herein remain true and correct in all material
        respects, or in case it shall be necessary to amend or supplement the Memorandum
        to comply with Regulation D or any other applicable securities laws or
        regulations, VirtualScopics will promptly notify the Placement Agent and
        shall,
        at its sole cost, prepare and furnish to the Placement Agent copies of
        appropriate amendments and/or supplements in such quantities as the Placement
        Agent may reasonably request. Neither Pubco nor VirtualScopics will at any
        time
        before the Closing prepare or use any amendment or supplement to the Memorandum
        of which the Placement Agent will not previously have been advised and furnished
        with a copy, or which is not in compliance in all material respects with
        the Act
        and other applicable securities laws. As soon as Pubco or VirtualScopics
        is
        advised thereof, Pubco or VirtualScopics will advise the Placement Agent
        and its
        counsel, and confirm the advice in writing, of any order preventing or
        suspending the use of the Memorandum, or the suspension of any exemption
        for
        such qualification or registration thereof for offering in any jurisdiction,
        or
        of the institution or threatened institution of any proceedings for any of
        such
        purposes, and Pubco and VirtualScopics will use their best efforts to prevent
        the issuance of any such order and, if issued, to obtain as soon as reasonably
        possible the lifting thereof.

       

      (c)    Pubco
        and
        VirtualScopics shall comply with the Act, the Exchange Act and the rules
        and
        regulations thereunder, all applicable state securities laws and the rules
        and
        regulations thereunder in the states in which Blue
        Sky
        counsel has advised the Placement Agent that the Units are qualified or
        registered for sale or exempt from such qualification or registration, so
        as to
        permit the continuance of the sales of the Units, and will file with the
        SEC,
        and shall promptly thereafter forward to the Placement Agent, any and all
        reports on Form D as are required.

       

      (d)    Pubco
        and
        VirtualScopics shall use commercially reasonable best efforts to qualify
        the
        Units for sale under the securities laws of such jurisdictions in the United
        States as may be mutually agreed to by Pubco, VirtualScopics and the Placement
        Agent, and Pubco and VirtualScopics will make such applications and furnish
        information as may be required for such purposes, provided that neither Pubco
        nor VirtualScopics will be required to qualify as a foreign corporation in
        any
        jurisdiction or execute a general consent to service of process. Pubco and
        VirtualScopics will, from time to time, prepare and file such statements
        and
        reports as are or may be required to continue such qualifications in effect
        for
        so long a period as the Placement Agent may reasonably request with respect
        to
        the Offering.

       

      (e)    Pubco
        shall place a legend on the certificates representing the securities comprising
        the Units and the Placement Agent Warrants that the securities evidenced
        thereby
        have not been registered under the Act or applicable state securities laws,
        setting forth or referring to the applicable restrictions on transferability
        and
        sale of such securities under the Act and applicable state laws.

       

      (f)    Pubco
        shall apply the net proceeds from the sale of the Units to fund its working
        capital requirements and for such other purposes as substantially described
        under the “Use of Proceeds” section of the Memorandum. 

       

      
        
          
          

        

        
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      (g)    During
        the Offering Period, VirtualScopics shall afford each prospective purchaser
        of
        Units the opportunity to ask questions of and receive answers from an officer
        of
        VirtualScopics concerning the terms and conditions of the Offering and the
        opportunity to obtain such other additional information necessary to verify
        the
        accuracy of the Memorandum to the extent it possesses such information or
        can
        acquire it without unreasonable expense or violation of any confidentiality
        agreements.

       

      (h)    Pubco
        and
        VirtualScopics shall pay all reasonable expenses incurred in connection with
        the
        preparation and printing of all necessary offering documents and instruments
        related to the Offering and the issuance of the Units and the Placement Agent
        Warrants and will also pay their own respective expenses for accounting fees,
        legal fees, and other costs involved with the Offering. VirtualScopics will
        provide at its own expense such quantities of the Memorandum and other documents
        and instruments relating to the Offering as the Placement Agent may reasonably
        request. In addition, Pubco will pay all reasonable filing fees, costs and
        legal
        fees for Blue Sky services and related filings and expenses of counsel with
        respect to Blue Sky qualifications. The Blue Sky filings shall be prepared
        by
        Pubco’s Blue Sky counsel and all Blue Sky filing fees shall be paid by Pubco
        prior to any filing. Pubco’s Blue Sky counsel shall promptly send copies of all
        Blue Sky filings that it makes to the Placement Agent following the Closing.
        All
        other fees and expenses of Blue Sky counsel shall be payable at the Closing.
        Further, as promptly as practicable after the Closing, Pubco shall prepare,
        at
        its own expense, velobound “closing binders” relating to the Offering and will
        distribute such binders to the individuals designated by counsel to the
        Placement Agent.

       

      (i)    Except
        with the prior written consent of the Placement Agent, not to be unreasonably
        withheld or delayed, as contemplated by the Memorandum or any transaction
        involving the issuance of equity securities to: (i) Merck, (ii) Pfizer, (iii)
        Quest Diagnostics, (iv) NGN or (v) any of the VirtualScopic’s other existing
        investors, neither Pubco nor VirtualScopics shall, at any time prior to the
        Closing, engage in any transaction outside the ordinary course of its business
        or issue, agree to issue or set aside for issuance any securities (debt or
        equity) or any rights to acquire any such securities.

       

      (j)    Except
        as
        otherwise approved by the Placement Agent, until
        the
        Termination Date, neither Pubco, nor VirtualScopics nor any person or entity
        acting on its behalf will negotiate with any other placement agent or
        underwriter with respect to a private or public offering of Pubco’s or any
        subsidiary’s debt or equity securities. Neither Pubco, nor anyone acting on its
        behalf will, until the Termination Date, without the prior written consent
        of
        the Placement Agent, offer for sale to, or solicit offers to subscribe for
        securities of Pubco or VirtualScopics from, or otherwise approach or negotiate
        in respect thereof with, any other person. The foregoing shall not in any
        limit
        the ability of VirtualScopics officers and directors from selling or offering
        for sale any Units in the Offering.

       

      6.    Conditions
        of Placement Agent’s Obligations.
        The
        obligations of the Placement Agent hereunder to effect the Closing are subject
        to the fulfillment, at or before the Closing, of the following additional
        conditions:

       

      (a)    Each
        of
        the representations and warranties of Pubco and VirtualScopics shall be true
        and
        correct in all material respects when made on and as of the Closing date
        as
        though made on and as of the Closing, except as to representations and
        warranties made as of a specific date.

       

      
        
          
          

        

        
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      (b)    Pubco
        and
        VirtualScopics shall have performed and complied in all material respects
        with
        all agreements, covenants and conditions required to be performed and complied
        with by it at or before the Closing.

       

      (c)    No
        order
        suspending the use of the Memorandum or enjoining the Offering or sale of
        the
        Units shall have been issued, and no proceedings for that purpose or a similar
        purpose shall have been initiated or pending, or, to the best of Pubco’s and
        VirtualScopics’ knowledge, be contemplated or threatened.

       

      (d)    The
        Placement Agent shall have received a certificate of the President and Chief
        Executive Officer of each of Pubco and VirtualScopics, dated as of the Closing
        Date, certifying, as to the fulfillment of the conditions set forth in
        subparagraphs (a), (b) and (c) above, as those conditions relate to their
        respective companies.

       

      (e)    Each
        of
        Pubco and VirtualScopics shall have delivered to the Placement Agent: (i)
        a
        recently dated good standing certificate from the secretary of state of its
        jurisdiction of incorporation or organization and each jurisdiction in which
        it
        is qualified to do business as a foreign corporation; and (ii) resolutions
        of
        its Board of Directors or other governing body approving this Agreement and
        the
        transactions and agreements contemplated by this Agreement, the Share Exchange
        Agreement and the Memorandum, certified by its President and Chief Executive
        Officer and (iii) resolutions of its shareholders or members, to the extent
        required, approving the Share Exchange Agreement and the transactions and
        agreements contemplated by the Share Exchange Agreement.

       

      (f)    At
        each
        Closing, Pubco shall pay to the Placement Agent the Placement Agent Fee and
        the
        Expense Reimbursement and shall issue the Placement Agent Warrants.

       

      (g)    Pubco
        shall deliver to the Placement Agent a signed opinion of Greenberg Traurig,
        LLP,
        counsel to Pubco dated as of the Closing Date, containing the opinions set
        forth
        in Exhibit A, subject to condtions, limitations and qualifications provided
        for
        therein. 

       

      (h)    VirtualScopics
        shall deliver to the Placement Agent a signed opinion of Woods Oviatt Gilman
        LLP, counsel to VirtualScopics, dated as of the Closing Date, containing
        the
        opinions set forth in Exhibit B, subject to condtions, limitations and
        qualifications provided for therein.

       

      (i)    All
        proceedings taken at or prior to each Closing in connection with the
        authorization, issuance and sale of the Units and the Placement Agent Warrants
        will be reasonably satisfactory in form and substance to the Placement Agent
        and
        its counsel, and such counsel shall have been furnished with all such documents,
        certificates and opinions as it may reasonably request upon reasonable prior
        notice in connection with the transactions contemplated hereby.

       

      (j)    The
        transactions contemplated in the Share Exchange Agreement shall have been
        consummated.

       

      
        
          
          

        

        
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      (k)    A
        Registration Rights Agreement covering the Placement Agent Warrants
        substantively equivalent to the registration rights granted to the investors
        in
        the Offering shall be executed and delivered by Pubco.

      


      (l)    The
        Share
        Exchange Agreement, which includes language pursuant to which the
        representations, warranties and covenants of VirtualScopics as contained
        therein, are made in favor of the Placement Agent, shall have been consummated.
        

       

      7.    Intentionally
        Omitted

       

      8.    Representation
        and Warranties of the Placement Agent; Covenants of the Placement
        Agent.

       

      (a)    The
        Placement Agent hereby represents and warrants to Pubco and VirtualScopics
        that
        (i) it is a registered broker-dealer pursuant to the Exchange Act and a member
        in good standing of the National Association of Securities Dealers, Inc.,
        and
        (ii) this Agreement has been duly authorized, executed and delivered by the
        Placement Agent and is a valid and binding agreement on its part.

       

      (b)    The
        Placement Agent shall not engage in any form of general solicitation or general
        advertising that is prohibited by Regulation D in connection with
        the
        Offering, or take any action that might reasonably be expected to jeopardize
        the
        availability for the Offering of the exemption from registration provided
        by
        Rule 506 under Regulation D. The Placement Agent shall comply in all
        material respects with all laws in effect in all US jurisdictions in which
        securities of Pubco are offered by it and the rules, regulations and orders
        of
        any securities administrator existing or adopted thereunder, including without
        limitation, the Act, the Exchange Act and the rules and regulations thereunder.
        

       

      (c)    The
        Placement Agent shall maintain appropriate records of the documents signed
        by
        each subscriber for a period of at least four years after the Termination
        Date.

       

      9.    Confidentiality.
        In the
        course of its services under this Agreement, the Placement Agent will have
        access to Confidential Information (as defined below) concerning Pubco and
        VirtualScopics. The Placement Agent agrees that all Confidential Information
        will be treated by the Placement Agent as confidential in all respects. The
        Placement Agent hereby agrees that it and its dealers, affiliates and
        representatives shall: (i) use the Confidential Information solely for the
        purposes of its engagement hereunder; and (ii) not disclose any Confidential
        Information to any other party except to those Placement Agent representatives
        who need to know such information for the purposes of the Placement Agent’s
        engagement hereunder and who have been advised of such confidentiality
        restrictions. The term “Confidential
        Information”
        shall
        mean all information, whether written or oral, which is or has been disclosed
        by
        Pubco, VirtualScopics or their respective affiliates, agents or representatives
        to the Placement Agent or any of its representatives in connection with the
        Offering and the transactions contemplated hereby, which is not in the public
        domain, but shall not include: (i) information which is publicly disclosed
        other
        than by the Placement Agent in violation of this Agreement; (ii) information
        which is obtained by the Placement Agent from a third party that (x) is not
        known by Placement Agent to have violated, or obtained such information in
        violation of, any obligation to Pubco, VirtualScopics, or their respective
        affiliates with respect to such information, and (y) does not require the
        Placement Agent to refrain from disclosing such information; and (iii)
        information which is required to be disclosed by the Placement Agent or its
        outside counsel under compulsion of law (whether by oral question,
        interrogatory, subpoena, civil investigative demand or otherwise) or by order
        of
        any court or governmental or regulatory body to whose supervisory authority
        the
        Placement Agent is subject; provided that,
        in such
        circumstance, the Placement Agent will give Pubco or VirtualScopics, as the
        case
        may be, prior written notice of such disclosure and cooperate with Pubco
        or
        VirtualScopics, as the case may be, to minimize the scope of any such
        disclosure. The Placement Agent’s obligation under this section shall continue
        for a period of two years after the
        date
        of expiration, termination or completion of this Agreement or the Placement
        Agent’s engagement hereunder.


      
        
          
          

        

        
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      10.    Indemnification.

       

      (a)    Each
        of
        Pubco and VirtualScopics shall: (i) indemnify and hold harmless the Placement
        Agent, its selected dealers, agents and their respective officers, directors,
        employees and each person, if any, who controls the Placement Agent within
        the
        meaning of the Act and such agents (each an “Indemnitee”)
        against, and pay or reimburse each Indemnitee for, any and all losses, claims,
        damages, liabilities or expenses whatsoever (or actions or proceedings or
        investigations in respect thereof), joint or several (which will, for all
        purposes of this Agreement, include, but not be limited to, all reasonable
        costs
        of defense and investigation and all reasonable attorneys’ fees, including
        appeals), to which any Indemnitee may become subject, under the Act or
        otherwise, in connection with the offer and sale of the Units, and (ii)
        reimburse each Indemnitee for any legal or other expenses reasonably incurred
        in
        connection with investigating or defending against any such loss, claim,
        action,
        proceeding or investigation; provided,
        however,
        that
        neither Pubco nor VirtualScopics will be liable in any such case to the extent
        that any such claim, damage or liability results from (A) an untrue statement
        or
        alleged untrue statement of a material fact made in the Memorandum, or an
        omission or alleged omission to state therein a material fact required to
        be
        stated therein or necessary to make the statements therein not misleading,
        in
        reliance upon and in conformity with written information furnished to Pubco
        by
        the Placement Agent or any such controlling persons specifically for use
        in the
        Memorandum, (B) any violations by the Placement Agent or such controlling
        persons of the Act or state securities laws which does not result from a
        violation thereof by Pubco or any of its affiliates, or (C) the gross
        negligence, willful misconduct, or bad faith of the Placement Agent or the
        party
        claiming a right to indemnification. In addition to the foregoing agreement
        to
        indemnify and reimburse, each of Pubco and VirtualScopics will indemnify
        and
        hold harmless each Indemnitee against any and all losses, claims, damages,
        liabilities or expenses whatsoever (or actions or proceedings or investigations
        in respect thereof), joint or several (which shall for all purposes of this
        Agreement, include, but not be limited to, all reasonable costs of defense
        and
        investigation and all reasonable attorneys’ fees, including appeals) to which
        any Indemnitee may become subject insofar as such costs, expenses, losses,
        claims, damages or liabilities arise out of or are based upon the claim of
        any
        person or entity that he or it is entitled to broker’s or finder’s fees from any
        Indemnitee in connection with the Offering, other than fees due to the Placement
        Agent and its selected dealers and agents and Verus International Group.
        

       

      
        
          
          

        

        
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      (b)    The
        Placement Agent will indemnify and hold harmless each of VirtualScopics and
        Pubco, its officers, directors, agents, employees and each person, if any,
        who
        controls Pubco or VirtualScopics within the meaning of the Act against, and
        pay
        or reimburse any such person for, any and all losses, claims, damages,
        liabilities or expenses whatsoever (or actions, proceedings or investigations
        in
        respect thereof) joint or several (which shall for all purposes of this
        Agreement, include, but not be limited to, all reasonable costs of defense
        and
        investigation and all reasonable attorneys’ fees, including appeals) to which
        Pubco, VirtualScopics or any such person may become subject under the Act
        or
        otherwise, whether such losses, claims, damages, liabilities or expenses
        shall
        result from any claim of Pubco or VirtualScopics, any of their respective
        officers, directors, agents, employees, any person who controls Pubco within
        the
        meaning of the Act or any third party, insofar as such losses, claims, damages
        or liabilities are based upon (A) any untrue statement or alleged untrue
        statement of any material fact contained in the Memorandum but only with
        reference to information contained in the Memorandum relating to the Placement
        Agent furnished in writing to Pubco by the Placement Agent or any controlling
        person; or (B) Placement Agent’s violation of the Act or state securities laws
        which did not result from a violation thereof by Pubco. 

       

      (c)    Promptly
        after receipt by an indemnified party under this Section 10 of notice of
        the
        commencement of any action, claim, proceeding or investigation (the
“Action”),
        such
        indemnified party, if a claim in respect thereof is to be made against the
        indemnified party under this Section 10, will notify the indemnifying party
        of
        the commencement thereof, but the omission to so notify the indemnifying
        party
        will not relieve it from any liability which it may have to any indemnified
        party under this Section 10 unless the indemnifying party has been substantially
        prejudiced by such omission. The indemnifying party will have the right,
        at its
        option, to assume the defense thereof subject to the provisions herein stated,
        with counsel reasonably satisfactory to such indemnified party, which consent
        shall not be unreasonably withheld. The indemnified party will have the right
        to
        employ separate counsel in any such Action and to participate in the defense
        thereof, but the fees and expenses of such counsel will not be at the expense
        of
        the indemnifying party if the indemnifying party has assumed the defense
        of the
        Action with counsel reasonably satisfactory to the indemnified party,
provided,
        however,
        that if
        the indemnified party shall be requested by the indemnifying party to
        participate in the defense thereof or shall have concluded in good faith
        and
        specifically notified the indemnifying party either that there may be specific
        defenses available to it which are different from or additional to those
        available to the indemnifying party or that such Action involves or could
        have a
        material adverse effect upon it with respect to matters beyond the scope
        of the
        indemnity agreements contained in this Agreement, then the counsel representing
        the indemnified party, to the extent made necessary by such defenses, shall
        have
        the right to direct such defenses of such Action on its behalf and in such
        case
        the reasonable fees and expenses of such counsel in connection with any such
        participation or defenses shall be paid by the indemnifying party. No settlement
        of any Action against an indemnified party will be made without the consent
        of
        the indemnified party, which consent shall not be unreasonably withheld or
        delayed in light of all factors of importance to such party, unless such
        settlement includes an unconditional release of such indemnified party from
        all
        liability arising or that may arise out of such Action. No indemnified party
        shall settle any Action for which indemnification may be sought by him or
        it
        hereunder without the prior written consent of the indemnifying
        party.

       

      
        
          
          

        

        
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      11.    Contribution.
        To
        provide for just and equitable contribution, if: (i) an indemnified party
        makes
        a claim for indemnification pursuant to Section 10 hereof and it is finally
        determined, by a judgment, order or decree not subject to further appeal
        that
        such claims for indemnification may not be enforced, even though this Agree-ment
        expressly provides for indemnification in such case; or (ii) any
        indemnified or indemnifying party seeks contribution under the Act, the Exchange
        Act, or otherwise, then each indemnifying party shall contribute to such
        amount
        paid or payable by such indemnified party in such proportion as is appropriate
        to reflect not only such relative benefits but also the relative fault of
        Pubco
        and VirtualScopics on the one hand and the Placement Agent on the other in
        connection with the statements or omissions which resulted in such losses,
        claims, damages, liabilities or expenses (or actions in respect thereof),
        as
        well as any other relevant equitable considerations. The relative benefits
        received by Pubco and VirtualScopics on the one hand and the Placement Agent
        on
        the other shall be deemed to be in the same proportion as the total net proceeds
        from the Offering (before deducting expenses) received by Pubco bear to the
        total compensation (with respect to stock compensation, the value of such
        stock
        shall be determined by reference to the value of the stock at the time the
        contribution payment is determined) received by the Placement Agent. The
        relative fault, in the case of an untrue statement, alleged untrue statement,
        omission or alleged omission will be determined by, among other things, whether
        such statement, alleged statement, omission or alleged omission relates to
        information supplied by Pubco or VirtualScopics or by the Placement Agent,
        and
        the parties’ relative intent, knowledge, access to information and opportunity
        to correct or prevent such statement, alleged statement, omission or alleged
        omission. Pubco, VirtualScopics and the Placement Agent agree that it would
        be
        unjust and inequitable if the respective contribution obligations of Pubco
        and
        VirtualScopics on the one hand and the Placement Agent on the other hand
        were
        determined by pro rata
        allocation of the aggregate losses, liabilities, claims, damages and expenses
        or
        by any other method or allocation that does not reflect the equitable
        considerations referred to in this Section 11. No person guilty of a fraudulent
        misrepresentation (within the meaning of Section 10(f) of the Act) will be
        entitled to contribution from any person who is not guilty of such fraudulent
        misrepresentation. For purposes of this Section 11, each person, if any,
        who
        controls the Placement Agent within the meaning of the Act will have the
        same
        rights to contribution as the Placement Agent, and each person, if any, who
        controls Pubco or VirtualScopics within the meaning of the Act will have
        the
        same rights to contribution as Pubco or VirtualScopics, subject in each case
        to
        the provisions of this Section 11. Anything in this Section 11 to the contrary
        notwithstanding, no party will be liable for contribution with respect to
        the
        settlement of any claim or action effected without its written consent. This
        Section 11 is intended to supersede, to the extent permitted by law, any
        right
        to contribution under the Act, the Exchange Act or otherwise
        available.

       

      12.    Termination.

       

      (a)    The
        engagement of the Placement Agent may be terminated by the Placement Agent
        at
        any time prior to the expiration of the Offering Period (such date of
        termination of the engagement of the Placement Agent or the date of termination
        of the engagement of the Placement Agent under Section 12(b) below, as the
        case
        may be, the “Expiration
        Date”)
        in the
        event that: (i) any of the representations or warranties of Pubco
        or
        VirtualScopics contained herein or in the Memorandum shall prove to have
        been
        false or misleading in any material respect when made or deemed made;
        (ii) Pubco or VirtualScopics shall have failed to perform any of its
        material obligations hereunder; or (iii) the Placement Agent shall
        determine in good faith that it is reasonably likely that any of the conditions
        to Closing set forth herein will not or cannot be satisfied (other than
        Placement Agent’s inability to sell at least $3 million of Units). In the event
        of any such termination occasioned by or arising out of or in connection
        with
        any breach or failure hereunder on the part of Pubco or VirtualScopics described
        in clauses (i), (ii), or (iii) above, the Placement Agent shall be entitled
        to
        receive from Pubco and VirtualScopics, jointly and severally, in addition
        to
        other rights and remedies it may have hereunder, at law or otherwise, an
        amount
        equal to the sum of: (A) all unpaid Placement Agent Fees earned through the
        Expiration Date based upon the amount of funds then in escrow and (B) the
        full
        amount of the unpaid Expense Reimbursement. 


      
        
          
          

        

        
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      (b)    The
        engagement of the Placement Agent may be terminated by Pubco or VirtualScopics
        at any time prior to the Expiration Date in the event: (i) any of
        the
        representations or warranties of the Placement Agent contained herein shall
        prove to have been false or misleading in any material respect when made
        or
        deemed made; (ii) the Placement Agent shall have failed to perform
        any of
        its material obligations hereunder; or (iii) of the gross negligence, bad
        faith,
        or willful misconduct of the Placement Agent or its agents or
        representatives.

      


      (c)    Upon
        any
        such termination, the Escrow Agent will, at the request of the Placement
        Agent,
        cause all monies received in respect of subscriptions for Units then in escrow
        to be promptly returned to such subscribers without interest, penalty, expense
        or deduction.

       

      13.    Survival.
        The
        provisions of Sections 9, 10, 11, 12, 13, 14, 15, 16, 17 and 18 shall survive
        any termination hereunder.

       

      14.    Notices.
        All
        communications hereunder will be in writing and, except as otherwise expressly
        provided herein or after notice by one party to the other of a change of
        address, if sent to the Placement Agent, will be mailed, delivered or telefaxed
        and confirmed to Brookshire Securities Corporation, 8 West Las Olas Blvd.,
        Ft.
        Lauderdale Florida 33301 telefax number (954) 714-9131 with a copy to Peckar
        & Abramson, PC, 70 Grand Avenue, River Edge, New Jersey 07661, Attn: Stephen
        P. Katz, Esq., telefax number (201) 343-6306, and if sent to Pubco, will
        be
        mailed, delivered or telefaxed and confirmed to the address set forth on
        the
        signature paged to this Agreement, with a copy to Greenberg Traurig, LLP,
        MetLife
        Building, 200 Park Avenue, New York, NY 10166 Attn: Spencer G. Feldman, Esq.,
        telefax
        number (212) 801-6400, and if sent to VirtualScopics, will be mailed, delivered
        or telefaxed and confirmed to 350 Linden Oaks, Rochester, New York 14625
        Attn: Robert
        Klimasewski, telefax number (585) 218-7350, with a copy to Woods Oviatt Gilman
        LLP, 700 Crossroads Building, 2 State Street, Rochester, NY 14614, Attn:
        Gordon
        Forth, Esq., telefax number (585) 987-2901.

      


      15.    Governing
        Law, Jurisdiction.
        This
        Agreement shall be deemed to have been made and delivered in Fort Lauderdale,
        Florida and shall be governed as to validity, interpretation, construction,
        effect and in all other respects by the internal laws of the State of Florida
        without regard to principles of conflicts of law thereof.  

       

      16.    Miscellaneous.
        No
        provision of this Agreement may be changed or terminated except by a writing
        signed by the party or parties to be charged therewith. Unless expressly
        so
        provided, no party to this Agreement will be liable for the performance of
        any
        other party’s obligations hereunder. Either party hereto may waive compliance by
        the other with any of the terms, provisions and conditions set forth herein;
        provided, however, that any such waiver shall be in writing specifically
        setting
        forth those provisions waived thereby. No such waiver shall be deemed to
        constitute or imply waiver of any other term, provision or condition of this
        Agreement.

       

      
        
          
          

        

        
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      17.    Entire
        Agreement.
        This
        Agreement together with any other agreement referred to herein supersedes
        all
        prior agreements between the parties with respect to the Offering and the
        subject matter hereof.

       

      18.    Counterparts.
        This
        Agreement may be executed in multiple counterparts, each of which may be
        executed by less than all of the parties and shall be deemed to be an original
        instrument which shall be enforceable against the parties actually executing
        such counterparts and all of which together shall constitute one and the
        same
        instrument.

       

      *****

       

      
         

         

        
          
          

        

        
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      If
        the
        foregoing is in accordance with your understanding of the agreement, kindly
        sign
        and return this Agreement, whereupon it will become a binding agreement between
        Pubco and the Placement Agent in accordance with its terms.

       

       

      VIRTUALSCOPICS,
        LLC

      


      


      


      By: 
         /s/ Molly Henderson

      Name:
        Molly Henderson

      Title:
        CFO

      


      


      Accepted
        and agreed to this

       

      3 day
        of October, 2005

       

      BROOKSHIRE
        SECURITIES CORPORATION

       

      By: 
        /s/ Timothy B. Ruggiero

      Name:
        Timothy B. Ruggiero

      Title:
        President

       

      


      By
        its
        execution of this Agreement on or before the Closing, Pubco hereby acknowledges,
        agrees and confirms that it will be deemed to be a party to this Agreement
        and
        shall have all of the related rights and obligations inuring to it as if
        Pubco
        had executed this Agreement on the original date of the Agreement. Pubco
        further
        ratifies and agrees to be bound by all of the terms, provisions and conditions
        contained in this Agreement.

      


      Pubco
        hereby acknowledges, agrees and confirms that, at the Closing, it shall execute
        and deliver to the Company and the Placement Agent a counterpart signature
        page
        of this Agreement, at which time it shall become bound by all of the terms,
        provisions and conditions hereof as if it was an original party
        hereto.

      


      PUBCO

      


      ConsultAmerica

      Name
        of
        Pubco

      


      By:
        /s/ Edward A. Sundberg

      Name:
        Edward A. Sundberg

      Title:
        President


      
        
          
          

        

        
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      Exhibit
        A

      Form
        of
        Opinion of Pubco Counsel

      


      1.    The
        “Company”
        (for
        purposes of the opinion, the Company means ___________
        after
        giving retroactive effect to the Offering and the Share Exchange)
        has
        been duly organized as a corporation and is validly existing in good standing
        under the laws of the jurisdiction of its incorporation, has full corporate
        power and authority to own, lease and operate its properties and conduct
        its
        business as described in its SEC filings and is duly qualified as a foreign
        corporation for the transaction of business and is in good standing in each
        jurisdiction where the conduct of its business makes such qualification
        necessary, except where the failure to so qualify would not have a material
        adverse effect upon the business (as currently conducted), financial condition
        or results of operation of the Company (a “Material Adverse
        Effect”).

      


      2.    The
        Company has the authorized and issued capital stock as set forth in the
        Memorandum. 

      


      3.    The
        (i)
        Units and (ii) the Placement Agent Warrants and the shares of Common Stock
        issuable upon exercise of the Warrants and the Placement Agent Warrants have
        been duly authorized for issuance by all necessary corporate action on the
        part
        of the Company; and the Units, the Placement Agent Warrants and the shares
        of
        Common Stock issuable upon exercise of the Warrants and the Placement Agent
        Warrants, when issued, sold and delivered against payment therefor in accordance
        with the provisions of the Warrants and the Placement Agent Warrants, as
        applicable, will be duly and validly issued, fully paid and
        non-assessable.
        The
        issuance of the Units, the Placement Agent Stock and the shares of Common
        Stock
        issuable upon exercise of the Warrants and the Placement Agent Warrants are
        not
        subject to any statutory or, to our knowledge, contractual or other preemptive
        rights. A sufficient number of authorized but unissued shares of Common Stock
        have been reserved for issuance upon exercise of the Warrants and the Placement
        Agent Warrants.

      


      4.    The
        execution and delivery by the Company of the Transaction Documents (this
        term
        shall include, without limitation, the Placement Agency Agreement, Subscription
        Agreements, Warrants, Placement Agent Warrants and the Share Exchange Agreement)
        and the consummation by the Company of the transactions contemplated thereby
        have been duly authorized by all necessary corporate action (including
        shareholder approval with respect to the Share Exchange Agreement) on the
        part
        of the Company, and the Transaction Documents have been duly executed and
        delivered by the Company. Each of the Transaction Documents constitutes the
        valid and binding obligation of the Company, enforceable against the Company
        in
        accordance with its terms.

      


      5.    The
        execution and delivery by the Company of the Transaction Documents and the
        consummation by the Company of the transactions contemplated thereby will
        not
        (a) violate the provisions of any U.S. Federal or state (limited to
        DE and
        NY) law, rule or regulation applicable to the Company or the Delaware General
        Corporation Law; (b) violate the provisions of the Company’s Certificate of
        Incorporation or By-laws, each as amended to date; (c) violate any
        judgment, decree, order or award of any court, governmental body or arbitrator
        specifically naming the Company of which we are aware; or (d) result
        in the
        breach or termination of any material term or provision of any agreement
        to
        which the Company is a party of which we are aware. 


      
        
          
          

        

        
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      6.    Assuming
        that the Units were sold only to “accredited investors” (as defined in Rule 501
        of Regulation D) and the Placement Agent complied with Regulation D, such
        sales
        were made in conformity with the requirements of Section 4(2) of the Act
        and
        Regulation D, and with the requirements of all other Regulations currently
        in
        effect relating to “private offerings” of the type made by the
        Company.

      


      7.    To
        our
        knowledge, there is no action, proceeding or litigation pending or threatened
        against the Company before any court, governmental or administrative agency
        or
        body.

      


      8.    No
        consent, approval or authorization of, or other action by, and no notice
        to or
        filing with, any United States Federal or state (limited to DE and NY)
        governmental authority on the part of the Company is required in connection
        with
        the valid execution and delivery of the Transaction Documents and the
        consummation by the Company of the transactions contemplated thereunder,
        except
        for (i) the filing of a Form D that may be filed with the Securities
        and
        Exchange Commission, (ii) any filings under the securities laws of
        the
        various jurisdictions in which the Units and the Placement Agent Warrants
        are
        being offered and sold by the Company (iii) the registration required
        by
        the registration rights provisions contained in the subscription document
        and
        (iv) any filings relating to public disclosure of the transactions
        contemplated by the Transaction Documents. 

      


      9.    We
        have
        participated in the preparation of the Memorandum and in conferences with
        officers and other representatives of the Company and VirtualScopics, at
        which
        such conferences the contents of the Memorandum and related matters were
        discussed, and although we have not undertaken to determine independently,
        and
        do not assume any responsibility for, the accuracy or completeness of the
        statements contained in the Memorandum, based upon those conferences and
        upon
        our participation in the preparation of the Memorandum, and any amendment
        or
        supplement thereto (other than the historical and projected financial
        statements, including supporting schedules and other financial and statistical
        information derived therefrom), the Memorandum, as of its date, does not
        contain
        any untrue statement of a material fact or omit to state a material fact
        required to be stated therein or necessary to make the statements therein,
        in
        light of the circumstances under which they were made, not misleading with
        respect to the Company (without giving effect to the Offering and the Exchange
        Offer); and with respect to the contents of the Memorandum relating to
        VirtualScopics, we offer no opinion and refer to the separate opinion rendered
        by Woods
        Oviatt Gilman LLP,
        counsel
        to VirtualScopics.


      
        
          
          

        

        
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      EXHIBIT
        B

      FORM
        OF
        OPINION OF VIRTUALSCOPICS

      


      1.    The
        Company is a limited liability company duly organized, validly existing and
        in
        good standing under the laws of the State of New York and has all requisite
        corporate power and authority to carry on its business, to own and hold its
        properties owned and leased, to enter into the Placement Agent Agreement
        and to
        carry out the provisions of such agreement. 

      


      2.    The
        Placement Agent Agreement has been duly executed and delivered by the Company
        and is the legal, valid and binding obligation of the Company enforceable
        against the Company in accordance with its terms, except (a) as such enforcement
        is limited by bankruptcy, reorganization, insolvency and other similar laws
        affecting the enforcement of creditors’ rights generally and (b) no opinion is
        expressed as to the availability of specific performance or other equitable
        remedies or the enforceability of indemnification or contribution obligations
        against securities laws claims.

      


      3.    The
        execution, delivery and performance by the Company of the Placement Agent
        Agreement and the consummation by the Company of the transactions contemplated
        by the Placement Agent Agreement will not (a) violate or contravene in any
        material respect any provision of the Company’s Articles of Organization,
        operating agreement or other constituent documents, as currently in effect;
        (b)
        violate the provisions of any U.S. Federal or state law, rule or regulation
        applicable to the Company or the New York Limited Liability Company Law;
        (c)
        violate any judgment, decree, order or award of any court, governmental body
        or
        arbitrator specifically naming the Company of which we are aware; or (d)
        result
        in the breach or termination of any material term or provision of any agreement
        to which the Company is a party of which we are aware.

      


      4.    No
        consent, approval or authorization of, or other action by, and no notice
        to or
        filing with, any United States Federal or governmental authority or the State
        of
        New York on the part of the Company is required in connection with the valid
        execution and delivery of the Placement Agent Agreement and the Share Exchange
        Agreement and the consummation by the Company of the transactions contemplated
        thereunder. 

      


      5.    To
        our
        knowledge, there is no action, proceeding or litigation pending or threatened
        against the Company before any court, governmental or administrative agency
        or
        body.

      


      6.    We
        have
        participated in conferences with officers and other representatives of the
        Company, at which conferences the contents of the Memorandum and related
        matters
        were discussed. Although we are not passing upon, and do not assume any
        responsibility for, the accuracy, completeness or fairness of the statements
        contained in the Memorandum and have made no independent check or verification
        thereof, based upon those conferences and upon our participation in the
        preparation of the Memorandum, nothing has come to our attention which would
        lead us to believe that the Memorandum, as of its date (except for historical
        and projected financial statements, including supporting schedules, and other
        financial and statistical information contained in the Memorandum, as to
        which
        we express no view), contained or contains any untrue statement of a material
        fact or omitted or omits to state a material fact required to be stated therein
        or necessary to make the statements contained therein, in light of the
        circumstances under which they were made, not misleading. ); and with respect
        to
        the contents of the Memorandum relating to Pubco, we offer no opinion and
        refer
        to the separate opinion rendered by Greenberg
        & Traurig, LLP, counsel
        to Pubco.


      
        
          
          

        

        
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