EXHIBIT
        10.9

      


      
 

      EQUIPMENT
        PURCHASE AGREEMENT

      


      By
        and between

      


      VIRTUALSCOPICS,
        LLC

      


      And

      


      UNIVERSITY
        OF ROCHESTER MEDICAL CENTER

       

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EQUIPMENT
        PURCHASE AGREEMENT

       

      This
        EQUIPMENT PURCHASE AGREEMENT (“Agreement”) is made as of the 17th day of
        December, 2003, by and between VIRTUALSCOPICS, LLC (“VS”) with an office at 350
        Linden Oaks, Rochester, New York, 14625 and the UNIVERSITY OF ROCHESTER MEDICAL
        CENTER, an unincorporated division of the University of Rochester, an education
        corporation formed under the laws of the State of New York (“URMC”) with an
        office at 601 Elmwood Avenue, Rochester, New York 14642 (each individually
        referred to herein as “Party” and collectively as “Parties”).

      


      RECITALS:

      


      WHEREAS,
        prior to the execution of this Agreement, VS purchased from General Electric
        Medical Systems, Inc. (“GEMS”) a certain General Electric Medical Systems Signa
        Twin Speed MRI 1.5T with Excite Platform as specifically identified on Exhibit
        A
        attached hereto (the “Equipment”), used to generate three dimensional magnetic
        resonance images; and

      


      WHEREAS,
        VS holds sole title to the Equipment and is the sole beneficial owner of
        the
        Equipment; and 

      


      WHEREAS,
        VS desires to sell the Equipment to URMC but retain rights to use the Equipment
        after the consummation of the sale to URMC; and

      


      WHEREAS,
        URMC desires to purchase the Equipment from VS and own, maintain and operate
        the
        Equipment at Strong Memorial Hospital (“SMH”) an unincorporated division of the
        University of Rochester and an affiliate of URMC; and

      


      THEREFORE,
        VS agrees to sell the Equipment to URMC and URMC agrees to purchase the
        Equipment on the terms and conditions set forth below:

      


      PROVISIONS:

      


      1.    Payment. 
        URMC
        agrees that the purchase price for the Equipment shall be Two Million Three
        Hundred Thousand Dollars ($2,300,000.00), of which URMC agrees to pay to
        VS a
        cash payment of One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00)
        (the “Payment”) in three separate installments. The first installment shall be
        in the amount of Two Hundred Fifty Thousand Dollars ($250,000.00) and shall
        be
        due within ten (10) business days of the date that this Agreement is executed
        by
        the Parties. The second installment shall be in the amount of Seven Hundred
        Fifty Thousand Dollars ($750,000.00) and shall be due (i) within ten (10)
        business days of the date that the Equipment is delivered to URMC or (ii)
        on
        December 31, 2003, whichever is earlier, provided that URMC shall not be
        required to make such payment before the Equipment has been delivered. The
        third
        installment shall be in the amount of Two Hundred Fifty Thousand Dollars
        ($250,000.00) and shall be due within ten (10) business days of the date
        that
        URMC accepts the Equipment under Section 3 hereof. Installments shall be
        paid in
        certified funds or by wire transfer. The balance of the purchase price shall
        be
        paid by URMC performing the covenants and agreements set forth herein including,
        without limitation, providing VS with its use rights set forth
        herein.


      
        
          
          

        

        
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      2.    Delivery,
        Improvements and Installation. URMC
        agrees that it shall, at its sole expense, improve an area(s) at 601 Elmwood
        Avenue, Rochester, New York (“Business Premises”) that is suitable in all
        respects for the delivery, installation and use of the Equipment, including
        without limitation, electrical power and outlets, by December 31, 2003. URMC
        shall provide written notice to VS of the date that improvements are complete.
        Within ten (10) business days thereafter, VS shall cause the equipment to
        be
        delivered to URMC. GEMS’ written assurances that it will provide all
        transportation, delivery and installation of the Equipment to the Business
        Premises at no additional charge to VS or URMC. Such written assurance is
        attached hereto as Exhibit B. URMC shall take delivery of the Equipment at
        the
        Business Premises. VS shall transfer its right, if any, to require GEMS to
        pay
        transportation installation or training cost as part of VS initial purchase
        of
        the Equipment. All supplies, including utilities, consumed or required for
        operation, maintenance and repair of the Equipment shall be furnished and
        paid
        for by URMC, other than those supplies required by VS relating to use and
        operation of the Equipment. VS acknowledges that URMC will incur considerable
        expense to make the improvements necessary to take delivery of the
        Equipment.

      


      3.    Acceptance. The
        Equipment shall be subject to inspection and testing by URMC upon delivery
        and
        installation notwithstanding prior payment of installments by URMC. URMC
        reserves the right to reject the Equipment if it is established through
        inspection and testing that the Equipment does not perform according to the
        manufacturer’s published performance specifications, which are attached hereto
        as Exhibit C. URMC shall provide VS written notice of rejection within ten
        (10)
        business days of the date the installation of the Equipment is complete.
        If the
        Equipment is rejected due to nonconformity with the requirements of Exhibit
        C,
        VS shall have the right to attempt to cure the nonconformity, at its cost,
        by
        arranging for GEMS to repair or replace the Equipment so that it does perform
        according to the manufacturer’s published performance specifications. If VS is
        unable to cure the nonconformity within a commercially reasonable time, not
        to
        exceed sixty (60) days from the date of notice of rejection, it shall, agree
        to
        take back the Equipment and refund URMC the portion of the purchase price
        paid.
        Title to the Equipment shall pass from VS to URMC upon URMC’s acceptance of the
        Equipment and payment of the third installment of the Payment.

      


      4.    Use
        of
        Equipment.

      


      (a)    URMC
        agrees that VS, for a period of seven years following the date that the
        Equipment is fully installed, operational and accessible to VS (the “Term”),
        shall be allowed to use and operate the Equipment as set forth
        below:

      


      (i)    during
        the first three (3) years of the Term, VS shall have the exclusive right
        to
        access and use the Equipment for eighteen (18) hours each week from 6:00
        a.m. to
        12:00 a.m. on Tuesday or such other day of the week as may be mutually agreed
        upon in writing by the parties, and 


      
        
          
          

        

        
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      (ii)    during
        the next four (4) years immediately succeeding the initial three (3) years
        of
        the Term, VS shall have the exclusive right to access and use the Equipment
        for
        twelve (12) hours each week from 6:00 a.m. to 6:00 p.m. on
        Saturdays.

      


      (b)    URMC
        agrees to allow VS’s employees and permitted contractors access to and exclusive
        use of the Equipment and premises where the Equipment is located during the
        time
        periods set forth in subsection (a) of this provision, subject to the right
        of
        URMC and its contractors to access the Equipment to make repairs or perform
        maintenance where such activities are not normal and customary repairs and
        maintenance but are urgent and time sensitive or time is otherwise of the
        essence to make repairs. URMC shall make every commercially reasonable effort
        to
        make repairs and perform maintenance on days other than days VS has exclusive
        rights to access and use the Equipment.

      


      (c)    URMC
        shall provide VS’s employees and permitted contractors the necessary
        documentation and security clearance to access the Equipment during the time
        periods set forth in subsection (a) of this provision.

      


      (d)    Notwithstanding
        anything herein to the contrary, URMC shall not be liable to VS for damages
        of
        any kind should the Equipment become unavailable during the time periods
        set
        forth in subsection (a) due to any reason beyond URMC’s control, including but
        not limited to (i) Equipment failure which is not the result of an act or
        omission of URMC and provided URMC is taking all commercially reasonable
        steps
        to repair the Equipment or (ii) federal, state or municipal action, statute,
        ordinance or regulation, strike or other labor trouble, fire or other act
        of
        God.

      


      (e)    Upon
        execution of this Agreement and until the beginning of the Term, VS shall
        have
        the exclusive right to access and use the “Alternative Equipment” not less than
        7 hours per week during the hours of 7:00 a.m. through 12:00 a.m. Monday
        through
        Saturday, preferably Monday through Friday and as mutually agreed by URMC
        and
        VS. Alternative Equipment means a Magnetic Resonance Imaging unit sufficient
        for
        VS to perform its services located within a 20 mile radius of the URMC Rochester
        campus. 

      


      (f)    VS
        shall
        ensure that all VS patients and research subjects who enter the premises
        where
        the Equipment (or Alternative Equipment, as applicable) is located, and receive
        services or participate in research using the Equipment (or Alternative
        Equipment), understand that VS is solely providing the services/conducting
        the
        research in question, and that URMC, Strong Memorial Hospital and their
        affiliates are not involved in such services or research in any
        way.

      


      (g)    During
        the Term of this Agreement, VS shall maintain commercial general liability
        insurance with minimum coverage of $1 million per claim/$2 million annual
        aggregate and an excess liability policy with a minimum of $3 million combined
        single limit. URMC shall be named as an additional insured on VS’s liability
        insurance policies, and certificates of insurance and other evidence of
        liability insurance coverage shall provide for thirty (30) days prior written
        notification to URMC of the cancellation or termination of said insurance.
        VS
        shall also maintain Workers’ Compensation insurance coverage as required by law.
        Written evidence of all insurance coverage will be provided to URMC upon
        execution of this Agreement and within five (5) business days of any subsequent
        request by URMC. 


      
        
          
          

        

        
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      5.    Assignment
        of Warranty; Maintenance and Repairs. 
        VS shall
        assign any and all manufacturer’s warranties associated with the Equipment to
        URMC upon acceptance, as herein defined. GEMS’s consent to the same is attached
        hereto as Exhibit B. Consent to the Assignment must be documented in writing
        by
        a suitable representative of GEMS. URMC, at its sole expense, shall cause
        the
        Equipment to be maintained and kept in good repair according to the
        manufacturer’s specifications for the entire Term, annexed hereto as Exhibit
        C.

      


      6.    Disclaimer
        of Warranties. URMC
        ACKNOWLEDGES THAT VS DOES NOT MANUFACTURE THE EQUIPMENT NOR DOES VS REPRESENT
        THE MANUFACTURER OF THE EQUIPMENT. URMC IS SATISFIED THAT THE EQUIPMENT IS
        SUITABLE AND FIT FOR URMC’S PURPOSES. VS MAKES NO WARRANTY EITHER EXPRESS OR
        IMPLIED, AS TO, WITHOUT LIMITATION, QUALITY, CONDITION, MERCHANTABILITY,
        DESIGN,
        CAPACITY, WORKMANSHIP OR PERFORMANCE OF THE EQUIPMENT, OR ITS FITNESS FOR
        ANY
        PARTICULAR PURPOSE. URMC ACKNOWLEDGES THAT IT IS NOT RELYING ON VS’S SKILL OR
        JUDGMENT TO SELECT OR FURNISH GOODS SUITABLE FOR ANY PARTICULAR PURPOSE AND
        THAT
        THERE ARE NO WARRANTIES FROM VS CONTAINED IN THIS AGREEMENT. VS SHALL NOT
        BE
        LIABLE FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF
        THE
        EQUIPMENT WHEN USED BY URMC OR ITS USE BY URMC, UNLESS SUCH DAMAGES ARISE
        FROM
        THE NEGLIGENCE OR MISCONDUCT OF VS OR ITS EMPLOYEES OR AGENTS.

      


      7.    Risk
        of
        Loss. URMC assumes the entire risk of loss to the Equipment upon transfer
        of
        title and upon taking possession of the Equipment, provided that VS shall
        be
        solely responsible for any loss that results from the negligence or misconduct
        of its employees, agents, or other individuals acting at VS’s direction. URMC
        shall be solely responsible for any loss that results from the negligence
        or
        misconduct of its employees, agents or other individuals acting at the direction
        of URMC before transfer of title. Each party shall advise the other, in writing,
        promptly of the circumstances and extent of any damage of which it becomes
        aware. If the Equipment is irreparably damaged, lost or stolen, URMC shall
        replace it with like equipment approved by VS, which approval shall not be
        unreasonably withheld. If the Equipment can be repaired after a loss, URMC
        shall
        promptly effect such repairs as necessary to meet the specifications required
        of
        the Equipment in this Agreement. Such repairs will be made at URMC’s sole
        expense unless the loss is the responsibility of VS as set forth in this
        Section
        7.

      


      8.    Maintenance
        and Repairs. URMC, at its sole expense, shall cause the Equipment to be
        maintained and kept in good repair according to the manufacturer’s
        specifications for the entire Term. URMC agrees that during the first year
        of
        the Term it shall, at its sole expense, pay for a Maintenance Agreement pursuant
        to which GEMS shall maintain the Equipment, a copy of the Maintenance Agreement
        is annexed hereto as Exhibit D. For the balance of the Term, URMC, at its
        sole
        expense, shall maintain the Equipment according to the strict manufacturer's
        specifications and guidelines as annexed hereto as Exhibit C.


      
        
          
          

        

        
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      9.    Representations
        and Warranties of URMC. URMC
        represents and warrants that it has full power and authority to execute,
        deliver
        and perform its obligations in accordance with this Agreement; and the execution
        and delivery of this Agreement will not violate any agreement governing URMC
        or
        to which URMC is a party.

      


      10.   Taxes
        and
        Costs. VS
        shall
        pay sales tax on its purchase of the Equipment, if any, and all taxes due
        on its
        use of the Equipment, if any. URMC represents and warrants that it qualifies
        as
        tax-exempt under Section 501(c)(3) of the Internal Revenue Service Code and
        is
        exempt from New York State taxes, and that it is not required to pay any
        taxes
        as a direct result of its purchase of the Equipment hereunder.

      


      11.   Intellectual
        Property. VS’s use of the Equipment as described in Section 4 above is a right
        accorded to it as partial payment by URMC for the Equipment. Accordingly,
        URMC
        acknowledges and agrees that such use shall not be deemed the use of URMC
        resources or otherwise give URMC ownership rights in any Intellectual Property
        (as defined below) of VS. "Intellectual
        Property"
        means
        any and all ideas, inventions, formulas, processes, methods, apparatuses,
        machines, patents, trademarks, trade names, service marks, copyrightable
        works,
        programs, improvements, discoveries, inventions, creations, trade secrets,
        techniques, routines, ideas for formula, original works of authorship, computer
        software programs, databases, business concepts, plans, projections and other
        similar items that VS has conceived, designed, devised, developed, perfected
        or
        made through VS's use of the Equipment and all know-how related
        thereto.

      


      12.   General
        Indemnity. 

      


      (a)    URMC
        shall defend and indemnify VS against, and shall hold VS harmless from, any
        claims made by any person or entity as a result of injuries, damages, expenses
        and losses incurred by such a person or entity, including without limitation
        such person's or entity's and VS's reasonable legal costs and attorneys’ fees
        (hereinafter, "Liabilities"), arising out of or relating to URMC’s acts,
        omissions, negligence or intentional misconduct in the performance or failure
        to
        perform pursuant to this Agreement. This provision shall survive the termination
        or expiration of this Agreement.

      


      (b)    VS
        shall
        defend and indemnify the URMC against, and shall hold URMC harmless from,
        any
        claims made by any person or entity as a result of injuries, damages, expenses
        and losses incurred by such a person or entity, including without limitation
        such person's or entity's and URMC's reasonable legal costs and attorney's
        fees
        (hereinafter, "Liabilities"), arising out of or relating to VS's acts,
        omissions, negligence or intentional misconduct in the performance or failure
        to
        perform pursuant to this Agreement. This provision shall survive the termination
        or expiration of this Agreement.

      


      13.   Waiver.
        Either party's failure to insist on performance of any of the terms or
        conditions in this Agreement shall not thereafter waive any other terms,
        conditions, or privileges, whether of the same or similar type.


      
        
          
          

        

        
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      14.    Assignment. None
        of
        VS's rights or obligations under this Agreement may be delegated or assigned
        to
        another person or party without the written consent of URMC, provided, however,
        if VS sells all or substantially all of its assets or ownership interest,
        the
        purchaser thereof shall be entitled to assignment of all of VS’s rights
        hereunder without URMC’s consent.

      


      15.    Debarment. VS
        certifies that neither it nor any of its Principals (officers, directors,
        owners, partners, key employees, principal investigators, researchers or
        management or supervisory personnel) is presently debarred, suspended, proposed
        for debarment, declared ineligible or excluded from participation in this
        transaction or in any federal grant, benefit, contract or program (including
        but
        not limited to Medicare and Medicaid and Federal Health Care Programs) by
        any
        Federal department or agency. (See Executive Orders 12549 and 12689, 45 CFR
        part
        76, 48 CFR part 9; 42 USC sect. 1320a-7). To the extent necessary to the
        assure
        accuracy of its certification, VS agrees to conduct searches of the List
        of
        Parties Excluded from Federal Procurement and Nonprocurement Programs maintained
        by the General Services Administration (http://epls.arnet.gov/) and the List
        of
        Excluded Individuals and Entities maintained by the Department of Health
        and
        Human Services (http://oig.hhs.gov) prior to making its certification. VS
        acknowledges that the certification is a material representation of fact
        upon
        which URMC is relying in entering into this transaction. VS agrees to provide
        immediate written notice to URMC if it learns at any time that its certification
        was erroneous when submitted or if, during the term of this Agreement, it,
        or
        any of its Principals, is debarred, suspended, proposed for debarment, declared
        ineligible or excluded from participation in this transaction or in any federal
        grant, benefit, contract or program. If subcontracting is permitted by this
        Agreement, VS agrees that it will include this clause, without modification,
        in
        all subcontracts and subprojects, and in all solicitations for subcontract
        and
        subproject proposals. VS agrees that debarment, suspension, proposed debarment
        or suspension, ineligibility or exclusion of VS, or any of its Principals
        or
        subcontractors shall constitute cause for immediate termination of the use
        of
        the Equipment by such debarred person.

      


      16.    Applicable
        law. This Agreement shall be governed by the laws of the State of New York,
        and
        the Parties commit to the jurisdiction and venue of the courts located in
        Monroe
        County, New York, to adjudicate any dispute arising under or relating to
        this
        Agreement.

       

      17.    Privacy.
        In connection with the exercise of their rights under this Agreement, the
        Parties acknowledge that Protected Health Information of their respective
        patients, as defined in the Health Insurance Portability and Accountability
        Act
        of 1996 and the regulations promulgated thereunder (“HIPAA”), may be disclosed
        to the other Party by virtue of their shared use of the Equipment. Each Party
        agrees that it will not, and that it will ensure that its directors, officers
        and workforce will not, use or disclose such Protected Health Information
        for
        any purpose other than the proper use, maintenance and repair of the Equipment.
        The Parties shall use appropriate safeguards to prevent use or disclosure
        of
        Protected Health Information other than as permitted or required in this
        Agreement. 

       

      The
        Parties agree to fully cooperate with each other should further action be
        necessary to assure compliance with HIPAA. Each representative or member
        of the
        workforce of VS who will access the Equipment during the Term shall execute
        a
        Confidentiality Agreement in the form attached hereto as Exhibit E prior
        to such
        access. 


      
        
          
          

        

        
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      18.    Integration. This
        agreement, together with its Exhibits, constitutes the entire contract of
        sale
        and purchase of the Equipment identified herein. No modification hereof shall
        be
        of any force or effect unless in writing and signed by the Party claimed
        to be
        bound thereby, and no modification shall be effected by the acknowledgment
        or
        acceptance of purchase order forms stipulating different
        conditions.

      


      19.    No
        Liens. URMC
        shall not create or permit any lien or other encumbrance of any kind on the
        Equipment.

      


      20.    Enforceability. 
        This
        Agreement shall be binding on URMC’s successors and assigns and shall be
        enforceable by VS’s successors and assigns.

      


      21.    Notices. All
        notices hereunder shall be in writing and shall be deemed to have been delivered
        on the day of mailing if sent by registered or certified mail, postage prepaid
        and return receipt requested to the addresses set forth at the beginning
        of this
        Agreement.

      


      22.    Cumulative
        Nature and Non-Exclusive Exercise of Rights and Remedies. All rights and
        remedies of the Parties pursuant to this Agreement shall be cumulative, and
        no
        such right or remedy shall be exclusive of any other such right or remedy.
        No
        single or partial exercise by a Party of any right or remedy pursuant to
        this
        Agreement or otherwise shall preclude any other or further exercise thereof,
        or
        any exercise of any other such right or remedy, by such Party.

      


      23.    Court
        Costs; Attorneys' Fees. In the event of litigation to enforce the terms and
        conditions of this Agreement, the losing Party agrees to pay the prevailing
        Party's costs and expenses incurred including, without limitation, reasonable
        attorneys' fees.

       

      
        	
                UNIVERSITY OF ROCHESTER 

                MEDICAL CENTER

              	 	 	VIRTUALSCOPICS, LLC
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ C
                McCallister Evarts, MD	 	By:	/s/ Mikael
                Totterman 
	 	
                

              	 	 	
                

              
	Title:	Sr.
                VP & Vice Provost for Health Affairs And
                CEO Strong Health Center	 	Title:	Chief
                Operating Officer


      

       

       

      LIST
        OF
        EXHIBITS

      


      Exhibit
        A
 - Description
        of Equipment

      Exhibit
        B -
         GEMS’
        Agreement to Provide Delivery and Installation, and Consent to Transfer of
        Warranty

      Exhibit
        C - Manufacturer's
        Specifications

      Exhibit
        D - Maintenance
        Agreement

      Exhibit
        E - Form
        of
        Confidentiality Agreement


      
        
          
          

        

        
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      EXHIBIT
        A

      


      Description
        of Equipment


      
        
          
          

        

        
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      EXHIBIT
        B

      


      Manufacturer’s
        Specifications


      
        
          
          

        

        
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      EXHIBIT
        C

      


      GEMS’
        Consent to Assignment of Warranty

      



      
        
          
          

        

        
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      EXHIBIT
        D

      


      Maintenance
        Agreement

      



      
        
          
          

        

        
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      EXHIBIT
        E

      


      Form
        of Confidentiality Agreement


      
        
          
          

        

        
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