EXHIBIT
        10.7

      


      


      SALE
        OF INTELLECTUAL PROPERTY AGREEMENT

      


      This
        Sale
        of Intellectual Property Agreement (“Agreement”) is made this fifth day of
        April, 2002 (“Effective Date”), between the University of Rochester, an
        educational institution chartered by the State of New York with offices at
        518
        Hylan Building, P.O. Box 271040, Rochester, New York 14627 (“Rochester”), and
        VirtualScopics, LLC, a for-profit New York limited liability company with
        offices at 160 Office Parkway, Pittsford, New York 14534
        (“VirtualScopics”).

      


      Rochester
        and VirtualScopics are parties to a certain License Agreement, dated December
        13, 2000 and amended on May 18, 2001 (“License Agreement”), pursuant to which
        Rochester licensed certain intellectual property to VirtualScopics. In return
        for a portion of the equity position in VirtualScopics held by the Research
        Foundation of the University of Rochester, Rochester waived any up-front
        license
        fees from VirtualScopics for the license rights granted in the License
        Agreement. 

      


      In
        connection with a proposed investment in VirtualScopics by Pfizer Corporation
        (“Pfizer”), VirtualScopics has requested that Rochester sell the IP (defined
        below) to VirtualScopics in accordance with the terms of this Agreement,
        and
        Rochester is willing to do so. 

      


      Therefore,
        in consideration of the premises and promises in this Agreement, the parties
        agree as follows:

      


      1.    Definitions

      


      Capitalized
        terms not defined elsewhere herein or in the License Agreement will have
        the
        meanings set forth below.

      


      1.1    “Domain
        Names”
        means
“VirtualScopics.com” and “VirtualScopic.com.”

      


      1.2    “Exhibit”
        means
        an Exhibit further identified by a Section number (e.g., Exhibit 1.6 for
        the
        Patent Rights; Exhibit 2.2 for the form of Patent Assignment, Exhibit 2.3
        for
        the form of Domain Name Assignment, etc.) which is attached to this Agreement
        and is hereby incorporated by reference.

      


      1.3    "Governmental
        Authority"
        means
        any government, court, regulatory or administrative agency or commission,
        or
        other governmental authority, agency or instrumentality, whether federal,
        state
        or local (domestic or foreign), including, without limitation, the U.S. Patent
        and Trademark Office (the "PTO").

      


      1.4    “IP”
        means
        the Patent Rights and Domain Names.

      


      1.5    “Operating
        Agreement”
        means
        the Second Amended and Restated Operating Agreement of VirtualScopics, LLC,
        which will be dated and executed on or before the closing of the Pfizer
        Transaction.

      


      1.6    “Patent
        Rights”
        means
        all issued patents, United States provisional patent applications, United
        States
        patent applications, and Patent Cooperation Treaty patent applications listed
        in
        Exhibit 1.6 and inventions disclosed therein and any divisions,
        continuations, continuations-in-part (to the extent directed to subject matter
        specifically described in their respective parent applications), reissues,
        reexaminations, renewals and substitutions thereof (including, without
        limitation, remedies against infringements thereof and rights of protection
        of
        all interest therein under the law of all jurisdictions); and any and all
        foreign patents and patent applications that claim priority from any of the
        foregoing.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      1.7    “Pfizer
        Transaction”
        means
        the execution of the Securities Purchase Agreement, dated on or before 14
        days
        after the Effective Date, between VirtualScopics and Pfizer or an affiliate
        of
        Pfizer, which, among other things, provides for the payment by Pfizer of
        $2.5
        Million to VirtualScopics for Series B Preferred Units of
        VirtualScopics.

      


      In
        this
        Agreement, including any Exhibit, any reference to “including” means “including
        but not limited to,” and any reference to “and” means “and/or” unless the
        context clearly means otherwise.

      


      2.    Sale
        of IP

      


      2.1    In
        accordance with the terms of, and subject to the conditions in, this Agreement,
        Rochester hereby sells, transfers, and assigns all of its right, title and
        interest in the IP to VirtualScopics, free and clear of all liens and
        encumbrances. 

      


      2.2    Rochester
        will execute a Patent Assignment with respect to the Patent Rights in
        substantially the form of Exhibit  2.2, which VirtualScopics may record
        in
        the United States Patent and Trademark Office, and Rochester will, at
        VirtualScopics’ expense, execute all such further documents and perform all such
        other acts as may be reasonably requested by VirtualScopics to effect the
        transfer of ownership in the Patent Rights to VirtualScopics free and clear
        of
        all liens and encumbrances.

      


      2.3    Rochester
        will execute a Domain Name Assignment with respect to the Domain Names in
        substantially the form of Exhibit 2.3, and Rochester will, at
        VirtualScopics’ expense, execute all such further documents and perform all such
        other acts as may be reasonably requested by VirtualScopics to effect the
        transfer of ownership in the Domain Names to VirtualScopics free and clear
        of
        all liens and encumbrances. Rochester will not register any domain names
        including the mark “VirtualScopic” and, to the extent it has or will register
        such domain names, hereby agrees to the transfer of such registrations to
        VirtualScopics.

      


      2.4    The
        sale
        of the IP is contingent upon VirtualScopics entering into a Securities Purchase
        Agreement with Pfizer for the payment of $2.5 Million to VirtualScopics for
        Series B Preferred Units of VirtualScopics within fourteen (14) days
        of the
        Effective Date; (b) agreement by the parties on the form of the Security
        Agreement required under Section 4.7 below within fourteen (14) days of the
        Effective Date; and (c) amendment and restatement of the Operating Agreement
        to
        incorporate all rights of Rochester under this Agreement to the satisfaction
        of
        Rochester within thirty (30) days of the Effective Date. VirtualScopics may
        not
        file the Patent Assignment described in Section 2.2 above until Rochester
        provides written notice to VirtualScopics that Rochester is satisfied that
        the
        conditions of this Section 2.4 have been met.

      


      2.5    Upon
        fulfillment of the conditions set forth in Section 2.4 above, and execution
        and
        delivery of (a) this Agreement and (b) the Assignment attached hereto as
        Exhibit
        2.2, the Leased Employee Agreements among Saara Totterman, M.D. and Kevin
        Parker, Ph.D. on the one hand and VirtualScopics and Rochester on the other
        hand
        effective as of December 12, 2000 will terminate and be of no further force
        and
        effect, except for the provisions of Section 2 of such Leased Employee
        Agreements with respect to the calculation and payment of any remaining costs
        incurred by Rochester prior to the termination of such Leased Employee
        Agreements and not yet paid by VirtualScopics.

      


      2.6    Upon
        fulfillment of the condition set forth in Section 2.4 above, and execution
        and
        delivery of (a) this Agreement, (b) the Assignment attached hereto as Exhibit
        2.2, (c) the Domain Name Assignment attached hereto as Exhibit 2.3, (d) the
        Security Agreement attached hereto as Exhibit 4.7, and (e) the Warrant to
        Purchase attached hereto as Exhibit 4.8, the License Agreement will terminate
        and be of no further force or effect except for costs incurred pursuant to
        Section 5.2 of the License Agreement, if any.


      
        
          
          

        

        
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      3.    License
        of Patent Rights; End of License Agreement; License Back

      


      3.1   VirtualScopics
        hereby grants to Rochester, subject to any rights the United States Government
        may possess under 37 C.F.R. §401, a limited non-exclusive, perpetual,
        irrevocable, royalty-free right and license to use the Patent Rights solely
        for
        the purposes of research and education. 

      


      3.2   (a)    If
        at any
        time VirtualScopics elects to phase-out its use of, or not commercialize,
        the IP
        or any part thereof that can be reasonably separated therefrom, VirtualScopics
        will promptly notify Rochester. Upon request of Rochester, VirtualScopics
        will
        negotiate with Rochester in good faith for Rochester’s repurchase or license of
        any or all of such separable but non-commercialized and/or phased out IP
        on
        reasonable terms.

      


      (b)    Rochester
        acknowledges that upon payment in full of the Preferred Amount by VirtualScopics
        or any of its affiliates, members, shareholders or employees, Rochester shall
        have no rights to the IP except for the limited, non-exclusive license set
        forth
        in Section 3.1 above.

      


      4.    Financial
        and Related Considerations 

      


      4.1   (a)    VirtualScopics
        will pay Rochester a liquidating preferred amount of $1,500,000 ("Preferred
        Amount"). 

      


      (b)    VirtualScopics
        will pay Rochester two and one-quarter percent (02.25%) of VirtualScopics’ gross
        sales revenues (including from any licenses) actually received from any source
        after the Effective Date until Rochester has received the Preferred Amount
        pursuant to such formula.

      


      (c)    In
        addition to amounts due under Section 4.1(b), if VirtualScopics licenses
        any of
        the IP to a third party, VirtualScopics will pay Rochester 25% of the amount
        of
        any “License Fee(s)” actually received from such third party(ies) by
        VirtualScopics until Rochester has been paid the Preferred Amount, except
        that
        the 25% payment will not apply to image-analysis software or software tools
        sold
        or licensed by VirtualScopics as is to its customers without granting them
        the
        right to make modifications thereto. For purposes of this Section 4.1(c),
        a
“License Fee” means any payment(s), e.g., upfront or installment payments, from
        any such third party licensee(s) which is not based on revenues or sales
        and is
        not due on at least a quarterly basis. 

      


      4.2    Installments
        of the Preferred Amount due pursuant to Sections 4.1(b) and (c) will be due
        at
        the end of each calendar quarter and will be paid within 30 days after the
        end
        of each such quarter to an account identified by Rochester. Each such
        installment payment will be accompanied by a report setting forth in reasonable
        detail and in accordance with generally accepted accounting principles, as
        applicable (i) the amount of VirtualScopics’ gross sales revenues for the
        preceding quarter and/or the basis of the calculation of any License Fees,
        and
        the sources of any such revenues or License Fees, and (ii) the calculation
        of
        the installment amount due. The report due by January 30th
        of each
        year will also show an annual history of the previous four quarters.


      


      4.3    If
        substantially all of the assets of or ownership interests in VirtualScopics
        are
        sold, or if VirtualScopics sells the IP, in whole or in part, the Preferred
        Amount will immediately become due and payable to the extent VirtualScopics
        or
        its owners receive any consideration for such sale.

      


      4.4    VirtualScopics
        may prepay the Preferred Amount at any time without prepayment
        penalty.


      
        
          
          

        

        
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      4.5    The
        Preferred Amount due Rochester will be preferred to all other amounts paid
        by or
        disbursed from VirtualScopics except taxes, and the Operating Agreement will
        be
        amended to provide that the Preferred Amount is prior and preferred to any
        other
        distribution or payment (except taxes) from VirtualScopics, including the
        dividend rights of Preferred Units described in Article X of the Operating
        Agreement. 

      


      4.6    Provided
        Rochester first executes a reasonable Non-Disclosure Agreement, Rochester
        will
        have the right to have its representative annually audit all books and records
        of VirtualScopics (and to make copies thereof) during normal business hours
        and
        upon reasonable notice to verify the amounts due Rochester. To the extent
        Rochester receives or learns of such accounting information pursuant to this
        Agreement, Rochester will treat such information as confidential information
        of
        VirtualScopics and use it solely to verify and, if necessary, to enforce
        its
        right to receive the Preferred Amount. If any amount is not paid when due,
        it
        will be subject to a late charge equal to one percent (1%) per month until
        paid.
        The presence or payment of any late charge will not prevent Rochester from
        exercising any other rights it may be entitled to as a result of any late
        payment, all of which rights are cumulative. Furthermore, if any audit reveals
        an underpayment (excluding any late payment charges) of more than ten percent
        (10%) of the amount otherwise due, in addition to any late payment charge,
        VirtualScopics will also pay Rochester’s reasonable costs incurred in connection
        with the audit.

      


      4.7    VirtualScopics
        will grant Rochester a security interest, substantially in the form of the
        Security Agreement that shall be attached to this Agreement as Exhibit 4.7,
        within fourteen (14) calendar days of execution of this Agreement, in the
        Patent
        Rights for the payment of the Preferred Amount. Upon payment of the Preferred
        Amount, Rochester's security interest shall terminate.

      


      4.8    VirtualScopics
        will also grant Rochester a warrant to purchase 375,000 of the Common Units
        of
        VirtualScopics. The warrant will be substantially in the form of Exhibit
        4.8.
        The exercise price for the Units will be $0.70 per Unit, subject to such
        adjustments of such price or other terms of the warrant as may be set forth
        in
        the warrant; provided, however (a) the warrant will be effective as
        of the
        Effective Date and will terminate ten years thereafter; and (b) the
        warrant
        may be assigned by Rochester to any corporation or other legal entity of
        which
        Rochester is the sole shareholder or sole member.

      


      5.    Rochester's
        Representations and Warranties 

      


      5.1   Rochester
        represents and warrants to VirtualScopics the following: 

      


      (a)    that
        before the closing of the sale of the IP hereunder Rochester is the sole
        owner
        of the IP, particularly including the Patent Rights, but excluding those
        inventions not included within the scope of valid claims ultimately issued
        on
        the Patent Rights; 

      


      (b)    that
        to
        the best of Rochester’s knowledge, no third party has any rights to the IP
        except those of VirtualScopics as set forth in the License Agreement and
        those
        of the inventors of the applicable IP who were employees of Rochester at
        the
        time of such inventions, provided, however, that all such rights shall terminate
        upon the sale of the IP to VirtualScopics hereunder; 

      


      (c)    that
        this
        Agreement, the Patent Assignment and the Domain Name Assignment (together
        with
        all other documents executed and delivered herewith and therewith) are within
        Rochester’s legal powers, have been duly executed and delivered and constitute
        the valid and binding agreements of Rochester;


      
        
          
          

        

        
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      (d)    that
        the
        execution, delivery and performance by Rochester of this Agreement, the Patent
        Assignment, Domain Name Assignment (together with all other documents executed
        and delivered herewith and therewith) do not require any notice to, action
        or
        consent by or in respect of, or filing with, any Governmental Authority (other
        than the filing of the Patent Assignments with the PTO and any other applicable
        Governmental Authority, and the filing of the Domain Name Assignment with
        Network Solutions, Inc.);

      


      (e)    that
        there is no action, suit, investigation or proceeding (or any basis thereof),
        of
        which Rochester has received written notice, pending or, to the knowledge
        of
        Rochester, threatened, before any Governmental Authority or arbitrator that
        has
        or could materially affect the IP; Rochester has not received written notice
        of
        any claims made by any person or entity with respect to, or any actions,
        suits
        or other proceedings relating to, the IP which would have a material adverse
        effect on the proposed or intended use of the IP; 

      


      (f)    that
        except for the License Agreement and the Leased Employee Agreements referenced
        in Section 2.5 above, Rochester has not granted any licenses, sublicenses
        or
        other rights relating to the IP, and that, prior to the date of this Agreement,
        Rochester has not granted any license or covenant not to sue with respect
        to the
        IP to any third party; and 

      


      (g)    that
        to
        its knowledge Rochester and each inventor listed in any patent or patent
        application and the attorneys of record thereto have complied with the PTO
        duty
        of candor and good faith in dealing with the PTO, including the duty to disclose
        to the PTO all information known to be material to the patentability of each
        of
        the patent applications.

      


      In
        Sections 5.1(b), 5.1(e), and 5.1(g) of this Agreement and Section 1.3 of
        Exhibit
        2.3 to this Agreement only, for the purposes of Rochester’s
“knowledge,”“Rochester” shall mean the University of Rochester Office of
        Technology Transfer and Office of Counsel to the Medical Center, University
        of
        Rochester and Strong Health.

      


      The
        representation and warranty set forth in Section 5.1(a) shall survive the
        closing of the sale of IP.

      


      5.2    EXCEPT
        AS
        SET FORTH IN SECTION 5.1 ABOVE, ROCHESTER MAKES NO REPRESENTATION OR WARRANTY,
        EXPRESS, IMPLIED, OR STATUTORY WITH RESPECT TO THE IP, INCLUDING WARRANTIES
        OF
        MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND THE VALIDITY OF ANY
        PART
        OF THE IP, INCLUDING BUT NOT LIMITED TO ISSUED OR PENDING CLAIMS OF THE PATENT
        RIGHTS AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERED
        OR
        DISCOVERABLE. NOTHING IN THIS AGREEMENT OR ANY OTHER AGREEMENT TO WHICH
        ROCHESTER AND VIRTUALSCOPICS ARE PARTIES WILL BE CONSTRUED AS A REPRESENTATION
        OR WARRANTY THAT THE PRACTICE OF THE PATENT RIGHTS OR ANY OTHER USE OF THE
        IP
        WILL NOT INFRINGE UPON AN INTELLECTUAL PROPERTY RIGHT OF ANY OTHER
        PERSON.

      


      6.    Rochester's
        Covenants

      


      6.1   Confidentiality.
        Rochester will hold, and will use reasonable commercial efforts to cause
        its
        officers, directors, employees, accountants, counsel, consultants, advisors
        and
        agents to hold, in confidence, all confidential documents and information
        concerning the IP, and such information which is identified in writing as
        confidential or, if delivered orally, if confirmed in writing as confidential
        within 30 days after oral delivery. Such obligation of confidentiality shall
        not
        apply to information that (a) is publicly known as of the date of the
        disclosure; (b) becomes publicly known after the date of disclosure through
        no
        fault of Rochester or any person or entity to whom Rochester has disclosed
        the
        information pursuant to the terms of this Section 6.1; (c) is received after
        the
        date of this Agreement, from a third party who is not known to Rochester
        to have
        any obligation of confidentiality to VirtualScopics; (d) is disclosed by
        Rochester in accordance with and subject to any limitations set forth in
        any
        written consent granted by VirtualScopics; or (e) is requested to be disclosed
        by Rochester pursuant to a judicial or administrative process, provided that
        Rochester shall use its best efforts to minimize such disclosure, and provided
        further that Rochester shall notify VirtualScopics of the disclosure request
        or
        order and cooperate with VirtualScopics in obtaining a protective order if
        VirtualScopics opts to seek one, which efforts shall be communicated to
        Rochester prior to the date the disclosure is due and shall be at
        VirtualScopics’ sole expense.


      
        
          
          

        

        
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      6.2    Patent
        Documentation.
        Upon
        request of VirtualScopics, Rochester shall promptly advise its patent counsel
        of
        the existence of this Agreement and request that patent counsel transfer
        the
        ownership of its files concerning the IP from Rochester to VirtualScopics
        and,
        to the extent it has the authority to do so, will provide VirtualScopics
        or its
        representative Power to Inspect any pending U.S. or foreign patent application
        as set forth in the Patent Rights.

      


      7.    Indemnity;
        Limitation of Liability

      


      7.1   VirtualScopics
        will at all times defend, indemnify and hold harmless Rochester, its trustees,
        directors, officers, employees, and affiliates from and against all claims,
        proceedings, demands, losses, expenses (including attorney fees and expenses,
        whether incurred as the result of a third party claim or a claim to enforce
        this
        Agreement), liabilities, and damages (collectively, “Claim”) to the extent
        arising out of the exercise of VirtualScopics’ rights hereunder with respect to
        VirtualScopics’ intellectual property, including the IP, or any part thereof,
        including a Claim associated with injury or death to any person(s), damage
        to
        property, and the research, production, manufacture, testing, sale, use,
        marketing, consumption, and advertising related to the exercise and exploitation
        of VirtualScopics’ intellectual property in any form. Rochester shall promptly
        notify VirtualScopics of any Claim of which it becomes aware and, at
        VirtualScopics’ expense, will cooperate in the defense and settlement thereof.
        Failure to provide such notice will not absolve VirtualScopics from its
        indemnity obligation except to the extent of actual prejudice and additional
        expenses caused by such failure. Except at its own cost, Rochester will not
        compromise or settle any Claim without the prior written consent of
        VirtualScopics, which will not be unreasonably withheld or delayed.


      


      7.2   Rochester
        will at all times defend, indemnify and hold harmless VirtualScopics, its
        trustees, directors, officers, employees and affiliates from and against
        all
        claims, proceedings, demands, losses, expenses (including attorneys' fees
        and
        expenses, whether incurred as a result of a third-party claim or a claim
        to
        enforce this Agreement), liabilities and damages (collectively, "Claim")
        to the
        extent arising out of a breach of a representation, warranty or covenant
        by
        Rochester hereunder or as a result of Rochester's use or exploitation of
        the IP.
        VirtualScopics will endeavor to properly notify Rochester of any Claim of
        which
        it becomes aware and, at Rochester's expense, will cooperate in defense and
        settlement thereof. Failure to provide such notice will absolve Rochester
        from
        its indemnity obligation to the extent of actual prejudice and additional
        expense caused by such failure. Except at its own cost, VirtualScopics will
        not
        compromise or settle any Claim without the prior written consent of Rochester,
        which will not be unreasonably delayed or withheld.

      


      7.3   Rochester’s
        sole liability, monetary or otherwise, to VirtualScopics or anyone claiming
        under or through VirtualScopics hereunder shall in no event exceed the amounts
        actually paid to Rochester pursuant to Section 4.1(a). VirtualScopics
        shall
        have no right to claim any such amount except solely as a result of a successful
        Claim by VirtualScopics pursuant to Rochester’s indemnity obligation under
        Section 7.2 above. These limitations shall apply regardless whether such
        Claim
        is based in contract, warranty, tort (including negligence), strict liability,
        or any other legal theory, and, for the purposes of this Section, all Claims
        will be aggregated. Furthermore, in no event will Rochester be liable for
        incidental, indirect, consequential, special, economic, or punitive damages,
        even if Rochester has been advised, or has other reason to know, of their
        possibility.


      
        
          
          

        

        
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      8.    Default

      


      8.1   If
        VirtualScopics defaults in any obligation hereunder, including failure to
        pay
        any amount due under Section 4.1(a), and such default continues more
        than
        30 days after Rochester has given notice to VirtualScopics of such breach,
        Rochester will have to right, at its election, to terminate this Agreement
        and
        to pursue any other remedy available to it. 

      


      8.2   Without
        limiting the foregoing, upon VirtualScopics’ breach of this Agreement Rochester
        will have the right, but not the obligation, to repossess the IP as set forth
        in
        the Security Agreement. No other amount will be due VirtualScopics in such
        event, other than amounts due pursuant to the Security Agreement.

      


      9.    Miscellaneous

      


      9.1   This
        Agreement will be construed in accordance with the laws of the United States
        of
        America and the State of New York, without reference to its conflict of law
        provisions. All actions or proceedings arising in connection with this Agreement
        will be tried and litigated exclusively in the courts located in Monroe County,
        New York. The parties consent to the exclusive personal jurisdiction of such
        venue, which choice of venue is intended by the parties to be mandatory and
        not
        permissive and to preclude the possibility of litigation between the parties
        arising out of this Agreement in any jurisdiction other than that specified
        in
        this Section. Each party waives any right it may have to assert the doctrine
        of
        forum non-conveniens or similar doctrine or to object to venue with respect
        to
        any proceeding brought in accordance with this Section.

      


      9.2   This
        Agreement may be executed in one or more counterparts, each of which will
        be
        deemed an original, and will become effective and binding upon the parties
        as of
        the execution date at such time as all the signatories hereto have signed
        a
        counterpart of this Agreement.

      


      9.3   This
        Agreement is the entire agreement between the parties with respect to its
        subject matter, and it supersedes all other prior and contemporary agreements
        and understandings, written or oral, between them with respect thereto. This
        Agreement may be modified only by a written instrument signed by both
        parties.

      


      9.4   This
        Agreement is binding on and will inure to the benefit of the respective
        successors and permitted assigns of the parties.

      


      9.5   All
        rights and remedies available at law or in equity available to a party are
        will
        be considered to be cumulative and not limited by this Agreement.

      


      9.6   All
        notices to a party hereunder will be in writing and will be delivered
        personally, by certified or registered mail (return receipt requested), or
        by a
        nationally recognized courier service with a tracking system to verify receipt.
        Notices will be effective upon receipt and delivered to the addresses set
        forth
        below or to such other address as may be changed by notice.


      
        
          
          

        

        
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                  Notices
                    to Rochester will be sent to:

                	
                  Director,
                    Office of Technology Transfer

                
	 	
                  University
                    of Rochester

                
	 	
                  518
                    Hylan Building

                
	 	
                  P.O.
                    Box 270140

                
	 	
                  Rochester,
                    New York 14627

                
	 	
                  Tel.:
                    585.275.3998

                
	 	 
	 	
                  With
                    a copy to: Jeanine Arden Ornt, Esq.

                
	 	
                  Office
                    of Counsel

                
	 	
                  University
                    of Rochester

                
	 	
                  Box
                    308

                
	 	
                  601
                    Elmwood Avenue

                
	 	
                  Rochester,
                    New York 14642

                
	 	
                  Tel.:
                    585.275.8571

                
	 	 
	
                  Notices
                    to VirtualScopics will be sent to:

                	
                  Dr.
                    Kevin Parker, President

                
	 	
                  VirtualScopics,
                    LLC

                
	 	
                  160
                    Office Parkway

                
	 	
                  Pittsford,
                    New York 14534

                
	 	
                  Tel:
                    585.249.6231

                


        

      

      


      In
        witness whereof, the parties have executed and delivered this Agreement as
        of
        the Effective Date:

       

      
        	UNIVERSITY OF ROCHESTER	 	VIRTUALSCOPICS, LLC
	 	 	 	 	 
	By:	/s/
                Charles E. Phelps	 	By:	/s/
                Mikael Totterman
	 	
                
                  
Charles
                  E. Phelps

              	 	 	
                
                  
Mikael
                  Totterman

              
	 	 	 	 	 
	Its: 	Provost	 	Its: 	COO
	 	 	 	 	 
	Date:	April 5, 2002	 	Date:	April 5,
                2002


      

      
 

       

      
 

      
        
          
          

        

        
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            -

          
            

          

        

        
          
          

        

      


      Exhibit
        1.6
        -
        Patents and Patent Applications

      


      


      
        	
                UR
                  

                tech.

                ref.

              	
                Law
                  

                firm
                  

                ref.

              	
                Number

              	
                Title

              	
                Status

              
	
                *765

              	
                000687.0025

              	
                6,169,817

                (09/185,514)

              	
                System
                  and Method For 4D Reconstruction and Visualization

              	
                US
                  issued 01/02/2001

                (filed
                  11/04/1999) 

              
	
                *765

              	
                000687.0123

              	
                PCT/US99/25704

                WO
                  00/26852

              	
                System
                  and Method For 4D Reconstruction and Visualization

              	
                PCT
                  filed 11/03/1999

                WIPO
                  published 05/11/2000

              
	
                *765

              	
                000687.0176

              	
                99958737.1

              	
                System
                  and Method For 4D Reconstruction and Visualization

              	
                Europe
                  filed 11/03/1999

              
	
                *765

              	
                000687.0173

              	
                7005694/01

              	
                System
                  and Method For 4D Reconstruction and Visualization

              	
                Korea
                  filed 05/04/2001

              
	
                *765

              	
                000687.0174

              	
                580158/00

              	
                System
                  and Method For 4D Reconstruction and Visualization

              	
                Japan
                  filed 05/07/2001

              
	
                *765

              	
                000687.0175

              	
                142972

              	
                System
                  and Method For 4D Reconstruction and Visualization

              	
                Israel
                  filed 05/04/2001

              
	
                *765

              	
                000687.0177

              	
                2350017

              	
                System
                  and Method For 4D Reconstruction and Visualization

              	
                Canada
                  filed 05/04/2001

              
	
                *765

              	
                000687.0178

              	
                16034/00

              	
                System
                  and Method For 4D Reconstruction and Visualization

              	
                Australia
                  filed 05/22/2001

              
	
                *765-01

              	
                000687.0138

              	
                09/540,524 

              	
                Magnetic
                  Resonance Imaging with Resolution and Contrast Enhancement

              	
                US
                  filed 03/31/2000

              
	
                *765-01

              	
                000687.0168

              	
                PCT/US01/10308

                WO
                  01/75483 

              	
                Magnetic
                  Resonance Imaging with Resolution and Contrast Enhancement

              	
                PCT
                  filed 04/02/2001

              
	
                *765-01

              	
                000687.0169

              	
                90107831 

              	
                Magnetic
                  Resonance Imaging with Resolution and Contrast Enhancement

              	
                Taiwan
                  filed 05/28/2001 **

              
	
                *985

              	
                000687.0180

              	
                09/908,492

              	
                System
                  and Method for Reducing or Eliminating Streak Artifacts and Illumination
                  Inhomogeneity in CT Imaging

              	
                US
                  filed 07/19/2001

              
	
                *1047

              	
                000687.0183

              	
                60/306,166

              	
                System
                  and Method for Quantifying Tissue Structures and their Change over
                  Time

              	
                Provisional
                  filed 07/19/2001

              
	
                *1047

              	
                000687.

                0182

              	
                Not
                  yet filed

              	
                System
                  and Method for Quantifying Tissue Structures and their Change over
                  Time

              	
                Draft
                  application prepared, but not filed.

              
	
                *1048

              	
                000687.0186

              	
                60/307,869

              	
                System
                  and Method for Quantitative Assessment of Joint Diseases and the
                  Change
                  over Time of Joint Diseases

              	
                Provisional
                  filed 07/27/2001

              
	
                *1048

              	
                000687.

                0198

              	
                Not
                  yet filed

              	
                System
                  and Method for Quantitative Assessment of Joint Diseases and the
                  Change
                  over Time of Joint Diseases

              	
                Draft
                  application prepared, but not filed.

              
	
                *1059

              	
                000687.0191

              	
                60/316,965

              	
                System
                  and Method for Quantitative Assessment of Neurological Diseases
                  and the
                  Change over Time of Neurological Diseases

              	
                Provisional
                  filed 09/05/2001

              
	
                *1059

              	
                000687.

                0199

              	
                Not
                  yet filed

              	
                System
                  and Method for Quantitative Assessment of Neurological Diseases
                  and the
                  Change over Time of Neurological Diseases

              	
                Draft
                  application prepared, but not filed.

              
	
                *1060

              	
                000687.0192

              	
                60/322,427

              	
                System
                  and Method for Quantitative Assessment of Cancers and their Change
                  over
                  Time 

              	
                Provisional
                  filed 09/17/2001 

              
	
                *1060

              	
                000687.

                0200

              	
                Not
                  yet filed

              	
                System
                  and Method for Quantitative Assessment of Cancers and their Change
                  over
                  Time

              	
                Draft
                  application prepared, but not
                  filed.

              


      

       

      
        
          	
                  Notes:

                	
                  University
                    of Rochester Technology Reference Number preface is 2-11144-
                    * in all
                    cases.

                
	 	
                  Law
                    firm reference number is that of the firm, Blank Rome Comisky
&
                    McCauley, LLP, Washington, D.C.

                
	 	
                  **
                    With a change in Taiwanese law, a filing date of 04/02/2001 was
                    recently
                    accorded. 

                


        

         

      

      
        
          
          

        

        
          -
            9
            -

          
            

          

        

        
          
          

        

      


      Exhibit
        2.2

      


      ASSIGNMENT

      


      The
        University of Rochester (“Assignor”),
        an educational institution chartered by the State of New York with offices
        at
        518 Hylan Building, Rochester, New York 14627 is the owner of the United
        States
        and foreign Letters Patents and patent applications identified and set forth
        on
        Exhibit 1.6 attached hereto and incorporated herein and made a part hereof
        (“Patents and Patent Applications”) and desires to assign its entire right,
        title and interest in and to the Patents and Patent Applications to Assignee
        (defined below). 

       

      VirtualScopics,
        LLC, a for-profit New York limited liability company with offices at 160
        Office
        Parkway, Pittsford, New York 14534 (“VirtualScopics”), desires to acquire all
        right, title and interest in and to the Patents and Patent
        Applications.

       

      Therefore,
        for good and valuable consideration, the receipt and sufficiency of which
        is
        hereby acknowledged, Assignor, intending to be legally bound, does hereby
        sell,
        assign, and transfer to VirtualScopics and its successors, legal
        representatives, and assigns (collectively, “Assignee”) all right, title, and
        interest throughout the world in and to the Patents and Patent Applications
        and
        all divisions, renewals, continuations, reissues and extensions thereof,
        and all
        Letters Patent of the United States and elsewhere which may be granted thereon,
        and all rights of priority under International Conventions and applications
        for
        Letters Patent which may hereafter be filed on any of the foregoing in the
        United States or elsewhere. Assignor hereby authorizes and requests the
        Commissioner of Patents of the United States, and any Official of any country
        or
        countries foreign to the United States, whose duty it is to issue patents
        on
        applications, to issue all Letters Patent with respect to the Patents and
        Patent
        Applications to Assignee in accordance with the terms of this
        instrument.

      


      The
        assignment herein is made pursuant to terms as set forth in that certain
        Sale of
        Intellectual Property Agreement of even date hereof.

      


      At
        Assignee’s expense, Assignor will (or will cause its representatives or agents
        to) testify in any legal proceeding, sign all lawful papers, execute all
        divisional, continuing and reissue applications, make all rightful oaths
        and
        generally do everything commercially reasonable to aid Assignee to obtain
        and
        enforce proper patent protection for the Patents and Patent Applications
        in all
        countries.

      


      IN
        WITNESS WHEREOF, Assignor’s duly authorized officer signed this instrument this
        fifth day of April, 2002.

       

      UNIVERSITY
        OF ROCHESTER

      


      


      By:     
        _______________________________

      Charles
        E. Phelps

      


      Title:  
        Provost


      
        
          
          

        

        
          -
            10
            -

          
            

          

        

        
          
          

        

      


      Exhibit
        2.3

       

      DOMAIN
        NAME ASSIGNMENT

       

      


       

      This
        Domain Name Assignment (“Agreement”) is effective as of April 5, 2002
        (“Effective Date”), and is between the University of Rochester, an educational
        institution chartered by the State of New York with offices at 518 Hylan
        Building, Rochester, New York 14627 (“Rochester”), and VirtualScopics, LLC, a
        for-profit New York limited liability company with offices at 160 Office
        Parkway, Pittsford, New York 14534 (“VirtualScopics”).

       

      In
        connection with the Sale Of Intellectual Property Agreement between the parties
        effective as of the Effective Date (“IP Agreement”), Rochester has sold and
        VirtualScopics has purchased, the following domain names “VirtualScopics.com”
        and “VirtualScopic.com” (the “Domain Names”), subject to the conditions of this
        Agreement. Therefore, the parties agree as follows:

       

      1.    DOMAIN
        NAME ASSIGNMENT.

       

      1.1    Assignment
        of Domain Name. For good and valuable consideration, Rochester hereby transfers
        and assigns to VirtualScopics all of Rochester’s right, title and interest in
        and to the two Domain Names, “VirtualScopics.com” and “VirtualScopic.com”, and
        the registrations thereof. The transfer and the assignment will take effect
        upon
        execution of this Agreement and the IP Agreement.

       

      1.2    Cooperation
        in Transferring Domain Name. Rochester will cooperate with VirtualScopics
        and
        will follow VirtualScopics’ reasonable instructions to effect the transfer of
        the Domain Names and their registrations in a timely manner. Specifically,
        Rochester will complete, execute and transmit the necessary Network Solutions,
        Inc. ("NSI") or such other entity Registrant Name Change Agreements and/or
        to
        correspond with NSI (or such other entity) to authorize transfer of the Domain
        Names.

       

      1.3    Warranty.
        In addition to the representations and warranties made by Rochester in the
        IP
        Agreement with respect to the Domain Names, Rochester warrants and represents
        that, to the best of its knowledge, it has unencumbered rights in the Domain
        Names, that Rochester properly registered the Domain Names with NSI without
        committing fraud or misrepresentation, that Rochester has the authority to
        transfer the Domain Names, and that the Domain Names do not infringe the
        rights
        of any third party. 

       

      2.    MISCELLANEOUS.

       

      2.1    Choice
        of
        Law; Venue. This Agreement will be construed in accordance with the laws
        of the
        State of New York, without reference to its conflict of law provisions. All
        actions or proceedings arising in connection with this Agreement will be
        tried
        and litigated exclusively in the courts located in Monroe County, New York.
        The
        parties consent to the exclusive personal jurisdiction of such venue, which
        choice of venue is intended by the parties to be mandatory and not permissive
        and to preclude the possibility of litigation between the parties arising
        out of
        this Agreement in any jurisdiction other than that specified in this Section.
        Each party waives any right it may have to assert the doctrine of forum
        non-conveniens or similar doctrine or to object to venue with respect to
        any
        proceeding brought in accordance with this Section.

       

      2.2    Counterparts.
        This Agreement may be executed in one or more counterparts, each of which
        will
        be deemed an original, and will become effective and binding upon the parties
        as
        of the execution date at such time as all the signatories hereto have signed
        a
        counterpart of this Agreement.

       

      
        
          
          

        

        
          -
            11
            -

          
            

          

        

        
          
          

        

      


      2.3    Entire
        Agreement. This Agreement together with the IP Agreement contains the entire
        agreement between the parties with respect to its subject matter, and it
        supersedes all other prior and contemporary agreements and understandings,
        written or oral, between them with respect thereto.

       

      2.4    Successors
        and Assigns. This Agreement is binding on and will inure to the benefit of
        the
        respective successors and assigns of the parties.

       

      In
        witness whereof, the parties have executed and delivered this Agreement as
        of
        the Effective Date:

       

       

      
        
          	UNIVERSITY OF ROCHESTER	 	VIRTUALSCOPICS, LLC
	 	 	 	 	 
	By:	 	 	By:	 
	 	
                  
                    
Charles
                    E. Phelps

                	 	 	
                  
                    
Mikael
                    Totterman

                
	 	 	 	 	 
	Its: 	Provost	 	Its: 	COO
	 	 	 	 	 
	Date:	April 5, 2002	 	Date:	April 5,
                  2002


        




      
        
          
          

        

        
          -
            12
            -

          
            

          

        

        
          
          

        

      


      Exhibit
        4.7

      


      Security
        Agreement

       

      need

       


      
        
          
          

        

        
          -
            13
            -

          
            

          

        

        
          
          

        

      


      Exhibit
        4.8

      


      THIS
        WARRANT AND THE SECURITIES ISSUED UPON THE EXERCISE HEREOF HAVE BEEN OR WILL
        BE
        ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED (THE “ACT’). SUCH SECURITIES MAY NOT BE OFFERED OR SOLD OR
        TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS IN THE ABSENCE OF SUCH
        REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT WHICH, EXCEPT IN THE
        CASE
        OF AN EXEMPTION PURSUANT TO RULE 144 UNDER THE ACT, IS CONFIRMED IN
        A LEGAL
        OPINION SATISFACTORY TO THE COMPANY. IN ADDITION, THESE SECURITIES ARE SUBJECT
        TO RESTRICTIONS ON TRANSFER CONTAINED IN THE THEN CURRENT VIRTUALSCOPICS
        OPERATING AGREEMENT (“OPERATING AGREEMENT”) A CURRENT COPY OF WHICH MAY BE
        OBTAINED FROM THE COMPANY, THE ISSUER OF THESE SECURITIES.

       

      Warrant
        to Purchase

      Common
        Units of VirtualScopics, LLC

       

      
        
          	
                  Issue
                    Date: April 5, 2002

                	
                  Warrant
                    No. 2

                


        

      

       

      This
        Warrant to Purchase Common Units of VirtualScopics, LLC (“Warrant”)
        certifies that, for value received the person named below (“Investor”),
        is
        entitled, upon the terms and subject to the conditions hereinafter set forth,
        at
        any time after April 5, 2002 (“Exercise
        Date”)
        and
        prior to April 5, 2012 (“Termination
        Date”)
        to
        subscribe for and purchase from VirtualScopics, LLC, a New York limited
        liability company (“Company”),
        375,000 Common Units (“Warrant
        Units”);
        provided, however, the Initial Exercise Date will accelerate to the date
        of an
“Accelerating
        Event”
        defined
        below. The purchase price per unit for the Warrant Units will equal $0.70
        (“Exercise
        Price”).
        The
        Exercise Price and the number of Common Units for which the Warrant is
        exercisable will be subject to adjustment as provided herein. This Warrant
        is
        being issued in connection with the Sale of Intellectual Property Agreement
        (“IP
        Agreement”),
        dated
        as of April 5, 2002, between Company and Investor, and is subject to its
        terms.
        Capitalized terms not otherwise defined herein will have that meaning as
        set
        forth in the IP Agreement or in the Operating Agreement. If there is any
        conflict between the terms of this Warrant and the IP Agreement, the IP
        Agreement will control. For purposes of this Agreement, an Accelerating Event
        will mean the date of a sale of all or substantially all of Company’s
        assets.

       

      1.    Title
        of Warrant.
        This
        Warrant will be issued in the name of Investor. Investor may transfer or
        assign
        this Warrant to any corporation or other legal entity of which Rochester
        is the
        sole shareholder or sole member.

       

      2.    Authorization
        of Common Units.
        Company
        covenants that all Common Units which may be issued upon the exercise of
        rights
        represented by this Warrant will, upon exercise of the rights represented
        by
        this Warrant and payment of the Exercise Price, be duly authorized, validly
        issued, fully paid and non-assessable and free from all taxes, liens and
        charges
        in respect of the issue thereof (other than taxes in respect of any transfer
        occurring contemporaneously with such issue).

       

      3.    Exercise
        of Warrant.
        Exercise of the purchase rights represented by this Warrant may be made at
        any
        time or times after the Issue Date, in whole or in part, before the close
        of
        business on the Termination Date, or such earlier date on which this Warrant
        may
        terminate as provided in Section 9 below, by the surrender of this
        Warrant
        and the Notice of Exercise annexed hereto as Exhibit A duly executed, at
        the
        office of Company (or such other office or agency of Company as it may designate
        by notice in writing to Investor at the address of Investor appearing on
        the
        books of Company), upon payment of the Exercise Price for the Warrant Units
        thereby purchased and the execution of joinder agreements, if necessary,
        satisfactory to Company for Investor to become a party to the Operating
        Agreement and the Agreement with respect to the Warrant Units being acquired
        unless Investor is already a party to such agreements; whereupon Investor
        will
        be entitled to receive a certificate and/or have its ownership of the Warrant
        Units being acquired recorded in Company’s member ledger as set forth under
        Section 6 below. Payment of the Exercise Price may be paid by Acceptable
        Currency to an account designated by Company in an amount equal to the Exercise
        Price multiplied by the number of Warrant Units being purchased.

       

      
        
          
          

        

        
          -
            14
            -

          
            

          

        

        
          
          

        

      


      4.    Expenses.
        Issuance of certificates for Common Units upon the exercise of this Warrant
        will
        be made without charge to Investor for any incidental expense in respect
        of the
        issuance of such certificate, all of which will be paid by Company, and such
        certificates will be issued in the name of Investor.

       

      5.    Restrictions
        on Transfer of Warrant Units.

       

      (a)    Warrant
        Units may not be sold, transferred, pledged, hypothecated or otherwise disposed
        of except in accordance with applicable federal and state securities laws
        and,
        if applicable, the terms and conditions of the IP Agreement and the Operating
        Agreement.

       

      (b)    Unless
        the Warrant Units have been registered under the Act, or are exempt from
        registration, upon exercise of the Warrant or any portion thereof and the
        issuance of any Warrant Units, all certificates representing Warrant Units,
        if
        any are issued, will bear on the face thereof substantially the following
        legend:

       

      THESE
        SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED
        UNDER
        THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).
        SUCH
        SECURITIES MAY NOT BE OFFERED OR SOLD OR TRANSFERRED IN THE UNITED STATES
        OR TO
        U.S. PERSONS IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM
        UNDER
        THE ACT WHICH, EXCEPT IN THE CASE OF AN EXEMPTION PURSUANT TO RULE 144
        UNDER THE ACT, IS CONFIRMED IN A LEGAL OPINION SATISFACTORY TO THE COMPANY.
        IN
        ADDITION, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER
        RESTRICTIONS CONTAINED IN THE THEN CURRENT VIRTUALSCOPICS, LLC OPERATING
        AGREEMENT AND THE IP AGREEMENT, WHICH MAY BE OBTAINED FROM THE ISSUER OF
        THESE
        SECURITIES.

       

      Investor
        agrees and acknowledges that this Warrant is being purchased for its own
        account, for investment purposes only, and not for the account of any other
        person, and not with a view to distribution, assignment, pledge or resale
        to
        others or to fractionalization in whole or in part. Investor further represents,
        warrants and agrees as follows: no other person has or will have a direct
        or
        indirect beneficial interest in this Warrant and Investor will not sell,
        hypothecate or otherwise transfer the Warrant except in accordance with the
        Act
        and applicable state securities laws or unless, in the opinion of counsel
        for
        Investor acceptable to Company, an exemption from the registration requirements
        of the Act and such laws is available and except in accordance with the
        Operating Agreement.

       

      6.    No
        Rights as Member Under This Warrant until Exercise.
        This
        Warrant does not entitle Investor to any rights to allocations or profits
        or
        losses, distributions or to vote or other rights as a member of Company prior
        to
        the due exercise thereof. If, however, at the time of the surrender of this
        Warrant and purchase of Warrant Units Investor will be entitled to exercise
        this
        Warrant, the Common Units so purchased will be and be deemed to be issued
        to
        Investor as the record owner of such Units as of the close of business on
        the
        date on which this Warrant will have been exercised.

       

      
        
          
          

        

        
          -
            15
            -

          
            

          

        

        
          
          

        

      


      7.    Loss,
        Theft, Destruction or Mutilation of Warrant.
        Company
        represents and warrants that upon receipt by Company of evidence reasonably
        satisfactory to it of the loss, theft, destruction or mutilation of any Warrant,
        and in case of loss, theft or destruction, of indemnity or security reasonably
        satisfactory to it, and upon reimbursement to Company of all reasonable expenses
        incidental thereto, and upon surrender and cancellation of such Warrant,
        if
        mutilated, Company will make and deliver a new Warrant of like tenor and
        dated
        as of such cancellation, in lieu of this Warrant.

       

      8.    Saturdays,
        Sundays, Holidays, etc.
        If the
        last or appointed day for the taking of any action or the expiration of any
        right required or granted herein is a Saturday, Sunday or a legal holiday,
        then
        such action may be taken or such right may be exercised on the next succeeding
        day not a Saturday, Sunday or legal holiday.

       

      9.    Effect
        of Certain Events.

       

      (a)    If
        at any
        time Company proposes to sell or otherwise convey all or substantially all
        of
        its assets, a sale in which the consideration to be received by Company or
        its
        members consists solely of cash, Company will give Investor thirty (30) days’
        notice of the proposed effective date of the transaction specifying that
        the
        Warrant will terminate if the Warrant has not been exercised by the effective
        date of the transaction. If Investor exercises its option under this section,
        the option will be net exercisable.

       

      (b)    If
        Company will at any time effect any merger, consolidation, exchange of Units,
        recapitalization, reorganization, or other similar event, as a result of
        which
        Common Units will be changed into the same or a different number of Units
        of the
        same or another class or classes of Units or securities of Company or another
        entity, or other property, Investor will have the right thereafter to purchase,
        by exercise of this Warrant and payment of the aggregate Exercise Price for
        the
        Warrant Units being purchased, the kind and amount of securities and property
        which it would have owned or have been entitled to receive after the happening
        of such transaction had this Warrant been exercised immediately prior
        thereto.

       

      10.   Adjustments
        of Exercise Price and Number of Warrant Units.
        The
        number and kind of securities purchasable upon the exercise of this Warrant
        and
        the Exercise Price will be subject to adjustment from time to time if Company
        (i) declares or pays a dividend in Units or makes a distribution in
        Units
        to holders of its outstanding Common Units, (ii) subdivides its outstanding
        Common Units, (iii) combines its outstanding Common Units into a smaller
        number of Common Units or (iv) issues any Common Units in a
        reclassification of Units. In such event, the number of Common Units purchasable
        upon exercise of this Warrant immediately prior thereto and the corresponding
        Exercise Price will be equitably and proportionately adjusted so that Investor
        will be entitled to receive the kind and number of Units or other securities
        of
        Company which it would have owned or had been entitled to receive at an
        equitably and proportionately adjusted Exercise Price had such Warrant been
        exercised immediately prior to such event, as determined in good faith by
        Company’s Board of Directors. An adjustment made pursuant to this
        Section 10 will become effective immediately after the effective date
        of
        such event retroactive to the record date, if any, for such event.

       

      11   Voluntary
        Adjustment by Company.
        Company
        may at its sole discretion, at any time during the term of this, Warrant,
        reduce
        the then current Exercise Price to any amount and for any period of time
        deemed
        appropriate by Company’s Board of Directors.

       

      
        
          
          

        

        
          -
            16
            -

          
            

          

        

        
          
          

        

      


      12.    Notice
        of Adjustment.
        Whenever the number of Warrant Units or number or kind of securities or other
        property purchasable upon the exercise of this Warrant or the Exercise Price
        is
        adjusted, as herein provided, Company will promptly mail to Investor by
        registered or certified mail, return receipt requested, notice of such
        adjustment or adjustments setting forth the number of Warrant Units (and
        other
        securities or property) purchasable upon the exercise of this Warrant and
        the
        Exercise Price of such Warrant Units after such adjustment, setting forth
        a
        brief statement of the facts requiring such adjustment and setting forth
        computation by which such adjustment was made. Such notice, in absence of
        manifest error, will be conclusive evidence of the correctness of such
        adjustment.

       

      13.    Miscellaneous.

       

      (a)    Issue
        Date; Jurisdiction.
        The
        provisions of this Warrant will be construed and will be given effect in
        all
        respects as if it had been issued and delivered by Company on the date hereof.
        This Warrant will be binding upon any successors or assigns of the parties
        hereto. This Warrant will constitute a contract under the laws and jurisdiction
        of New York and for all purposes will be construed in accordance with and
        governed by the laws of such State without regard to its conflict of laws
        principles or rules.

       

      (b)    Restrictions.
        Investor acknowledges that the Common Units acquired upon the exercise of
        this
        Warrant, if not registered, may have restrictions upon their resale imposed
        by
        state and federal securities laws and under the Operating
        Agreement.

       

      (c)    Modification
        and Waiver.
        This
        Warrant and any provisions hereof may be changed, waived, discharged or
        terminated only by an instrument in writing signed by the party against which
        enforcement of the same is sought.

       

      (d)    Notices.
        Any
        notice, request or other document required or permitted to be given or delivered
        to Investor or Company will be delivered or sent by certified or registered
        mail, postage prepaid, to Investor at its address as shown on the books of
        Company or to Company at the address set forth in the IP Agreement.

       

      (e)    Investor’s
        Representations, Warranties and Covenants.
        All of
        the representations, warranties and covenants made by Investor in the Agreement
        are incorporated herein and made a part hereof and are restated upon exercise
        of
        the Warrant.

       

      (f)    Execution
        of Operating Agreement.
        As a
        condition of exercising the Warrant and receiving Common Units, Investor
        (or
        Investor’s permitted assignee) shall execute the then current VirtualScopics
        Operating Agreement if requested to do so by Company. 

       

      IN
        WITNESS WHEREOF, Company
        has caused this Warrant to be executed by its officers thereunto duly
        authorized.

       

      
        	 	 	 
	Dated
                as of: April 5, 2002 	VirtualScopics,
                LLC
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name: Mikael
                Totterman
	 	Title: Chief
                Operating Officer


      

       

      INVESTOR:

       

      
        
          
          

        

        
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      Exhibit
        A

       

      NOTICE
        OF EXERCISE

       

      To:   VirtualScopics,
        LLC

       

      (1)    The
        undersigned hereby elects to purchase _____________ Common Units of
        VirtualScopics, LLC, a New York limited liability company (“Company”),
        pursuant to the terms of the attached Warrant, and tenders herewith payment
        of
        the purchase price in full as set forth in the Warrant and in the
        Agreement.

       

      (2)    Please
        issue a certificate or certificates representing the Common Units (if Company
        has issued certificates to any other holders of Common Units) in the name
        of the
        undersigned or if no certificates are issued, please indicate on Company’s
        member ledger that the undersigned is the holder of such Common
        Units.

       

       

      By:______________________________

      


      Name:____________________________

      


      Dated:____________________________

       

      NOTE:
        Signature must conform in all respects to holder’s name as specified on the face
        of the attached Warrant.

       

      
        
          
          

        

        
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            -

          
            

          

        

        
          
          

        

      


      FIRST
        AMENDMENT TO THE 

      SALE
        OF INTELLECTUAL PROPERTY AGREEMENT

       

      THIS
        FIRST AMENDMENT is
        made
        this 24 day of May, 2002, between VIRTUALSCOPICS,
        LLC
        ("VirtualScopics")
        with a
        principal office located at 160 Office Parkway, Pittsford, New York 14534
        and
UNIVERSITY
        OF ROCHESTER
        ("Rochester")
        with a
        principal office located at 518 Hylan Building, P.O. Box 271040, Rochester,
        New
        York 14627.

      


      RECITALS:

      


      A.    On
        April
        5, 2002, Rochester and VirtualScopics executed and delivered a certain Sale
        of
        Intellectual Property Agreement ("IP
        Agreement").
        All
        capitalized terms used but not defined in this Amendment shall have the meanings
        ascribed to them in the IP Agreement.

      


      B.    Pursuant
        to Section 2 of the IP Agreement, Rochester has agreed to sell all of its
        right,
        title and interest in the IP (as defined in the IP Agreement) to VirtualScopics
        free of all liens and encumbrances.

      


      C.    Pursuant
        to Section 4 of the IP Agreement and in consideration for the transfer of
        the
        IP, VirtualScopics is required to pay Rochester $1,500,000 (the "Preferred
        Amount")
        and to
        deliver Rochester warrants to purchase VirtualScopics' Membership Units (as
        more
        particularly defined in the IP Agreement).

      


      D.    To
        secure
        payment of the Preferred Amount only, Section 4.7 of the IP Agreement provides
        that: "VirtualScopics will grant Rochester a security interest, substantially
        in
        the form of the Security Agreement that shall be attached to this Agreement
        as
        Exhibit 4.7, within fourteen (14) calendar days of execution of this Agreement,
        in the Patent Rights for the payment of the Preferred Amount. Upon payment
        of
        the Preferred Amount, Rochester's security interest shall terminate."


      


      E.    Pursuant
        to Section 8 of the IP Purchase Agreement, upon the occurrence of a default
        by
        VirtualScopics including payment defaults of the Preferred Amount, Rochester
        will have the right to terminate this Agreement and foreclose on its security
        interest in the IP pursuant to the Security Agreement.

      


      F.    As
        a
        result of VirtualScopics' intention to pay the Preferred Amount upon
        consummation of the Pfizer Transaction, the parties desire to amend the IP
        Agreement to more accurately reflect the purchase and sale of the IP pursuant
        thereto.

      


      PROVISIONS:

      


      NOW,
        THEREFORE,
        in
        consideration of the mutual promises set forth herein, the parties agree
        as
        follows:


      
        
          
          

        

        
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            19
            -

          
            

          

        

        
          
          

        

      


      1.    Amendment
        to the IP Agreement.

      


      (a)    Section
        2.4 shall be revised to remove Section 2.4(b) and the last sentence of Section
        2.4 from the IP Agreement in its entirety.

      


      (b)    Section
        2.6 shall be revised to remove Section 2.6(d) from the IP Agreement in its
        entirety.

      


      (c)    Sections
        4.1(a), (b), and (c) shall be deleted in their entirety and a new Section
        4.1
        shall be added as follows:

      


      "4.1
        VirtualScopics shall pay Rochester $1,500,000 concurrently with the occurrence
        of the Pfizer Transaction."

      


      (d)    Section
        4
        shall be revised to remove Sections 4.2, 4.3, 4.4, 4.5, 4.6, and 4.7 from
        the IP
        Agreement in their entirety.

      


      (e)    Exhibit
        4.7 is removed from the IP Agreement in its entirety.

      


      (f)    Section
        4.8 shall be renumbered to Section 4.2 and Exhibit 4.8 shall be renumbered
        to
        Exhibit 4.2.

      


      (g)    Section
        8
        shall be revised in its entirety to read as follows:

      


      "8.1 If
        VirtualScopics defaults in any obligation hereunder, Rochester will have
        the
        right to pursue any and all remedies available to it in law and in
        equity."

      


      (h)    Section
        8.2 shall be removed from the IP Agreement in its entirety.

      


      2.    Satisfaction
        of Conditions.
        The
        parties agree that upon execution and delivery of this Agreement and the
        payment
        of the amount due pursuant to revised Section 4.1 of the IP Agreement,
        VirtualScopics will have satisfied all conditions precedent set forth in
        Sections 2.4, 2.5 and 2.6 of the IP Agreement. 

      


      3.    No
        Other Changes.
        Except
        as amended hereby and to the extent the dates for satisfaction of the
        contingencies set forth in Section 2.4 of the IP Agreement were extended
        by
        letters executed by Rochester on April 19, 2002 and May 2, 2002, the terms
        and
        conditions of the IP Agreement shall remain in full force and effect as agreed
        to on the 5th
        day of
        April, 2002.

      


      IN
        WITNESS WHEREOF,
        the
        parties have executed and delivered this Agreement as of the date first above
        written.

       

      
        
          	 	 	 
	 	VIRTUALSCOPICS,
                  LLC
	 
 	 
 	 
 
	 	By:  	/s/
                  Mikael Totterman
	 	
                  
Mikael
                  Totterman
	 	Its: Chief
                  Operating Officer


        


        
          	
                	 	 
	 	UNIVERSITY
                  OF ROCHESTER
	 
 	 
 	 
 
	 	By:  	/s/
                  Charles Phelps
	 	
                  

                
	 	Its: Chief
                  Operating Officer


        

      

       

      
        
          
          

        

        
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