EXHIBIT
        10.2

      VIRTUALSCOPICS,
        LLC

      350
        Linden Oaks

      Rochester,
        New York 14625

       

      September
        27, 2005

       

      To:
        [Non-Insider Group] Holders of VirtualScopics Securities (Common, Series
        C,
        Stock Options Holders and Warrant Holders)

      


      Re:    Lock-Up
        Agreement

       

      Ladies
        and Gentlemen:

       

      VirtualScopics,
        LLC (“VirtualScopics” or the “Company”)
        plans
        to become a wholly-owned subsidiary of a publicly-traded company through
        an
        exchange offer, concurrently with a private offering of a minimum of $3,000,000
        of Units, each Unit consisting of one share of Series A Convertible Preferred
        Stock and a warrant to purchase 200 shares of Common Stock (the “Funding
        Transactions”).
        The
        Company plans to use the proceeds of this transaction to increase its business
        development efforts, further its research and development activities and
        expand
        its operations to meet the growing demand of its customers. The publicly-traded
        company, which is called “Pubco”
        for
        purposes of this lock-up agreement, will then operate the business of
        VirtualScopics under the current management of VirtualScopics. We currently
        expect to close these Funding Transactions on or around October 31, 2005.
        Pubco
        is not identified at this time due to securities regulations regarding “insider”
        knowledge of upcoming transactions involving publicly-traded
        securities.

       

      You
        are a
        holder (a “Holder”)
        of
        (i) outstanding common units of VirtualScopics, (ii)  Series
        C
        preferred units of VirtualScopics convertible into shares of common units,
        and/or (iii) warrants or incentive stock options to purchase shares
        of
        common units of VirtualScopics, which, if we are successful in closing the
        Funding Transactions, will be exchanged for Common Stock of Pubco (or, in
        the
        case of stock options and warrants, options or warrants to purchase Pubco
        Common
        Stock) (the “Pubco
        Shares”)
        following the Funding Transactions.

       

      It
        is essential to the success of the Funding Transactions that the Company
        can
        give comfort to potential investors that the “after market” for the Pubco Shares
        will not be disrupted by a very substantial block of shares being sold in
        a
        manner that may cause an adverse effect on then existing Pubco shareholders.
        We
        will also be obtaining such comfort, substantially in the form provided for
        below, from each of our officers, directors and principal
        members.

       

      By
        signing and returning this agreement in the manner indicated below, the
        undersigned, ____________________________________ [Insert
        Your Name Here]
        hereby
        agrees not
        to,
        directly or indirectly, publicly sell, contract to sell or otherwise transfer
        any of the Pubco Shares beneficially owned by you immediately after the closing
        of the Funding Transactions (your “Initial Holdings”), except as follows.


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      
        	 	
                ·

              	
                Beginning
                  at the date twelve (12) months from the Closing Date, and at three
                  month
                  intervals thereafter, you shall be permitted to sell 25.0% of your
                  original number of Lock-Up Shares, irrespective of the price per
                  share.

              


      

       

      
        	 	
                ·

              	
                All
                  permitted sale of Lock-Up Shares that may be made during each time
                  period
                  shall be cumulative. 

              


      

       

      
        	 	
                ·

              	
                All
                  lock up provisions for you will be removed after 24 months after
                  Closing
                  Date.

              


      

       

      If
        Pubco
        engages an underwriter or placement agent during the 12 months after the
        closing
        date of the Funding Transactions to raise a minimum of $5,000,000 through
        the
        sale of Pubco’s Common Stock and/or other equity securities, in a public
        offering or private placement, upon notice of commencing such public offering
        or
        private placement, all Holders of Pubco Shares subject to lock-up agreements
        will, if required by the underwriter or placement agent, refrain from making
        any
        sales, transfers or other dispositions in the course of such offering, but,
        in
        any event, for not more than 90 days.

       

      Pubco
        may
        waive in writing any provision of the lock-up agreements executed by Holders
        if
        and only if (i) any such waiver is simultaneously applicable to all other
        Pubco
        Shares issued to Holders, and (ii) at least five business days' advance written
        notice of such waiver is provided to all Holders. In the event that a particular
        waiver applies to only a percentage of the Pubco Shares held by each Holder,
        then the percentage shall be identical for each such Holder.

       

      By
        signing and returning this agreement, you further (i) represent and consent
        that
        you have full power and authority to enter into this lock-up agreement and
        that,
        upon request, you will execute any additional documents necessary or desirable
        in connection with this lock-up agreement and its enforcement; and (ii)
        understand that this lock-up agreement is irrevocable by you, all authority
        herein conferred by you or agreed to be conferred by you shall survive your
        death or incapacity, and any of your obligations hereunder shall be binding
        on
        you and your heirs, personal representatives, successors and
        assigns.

       

      In
        order
        to enable the aforesaid covenant to be enforced, you hereby consent to the
        placing of a legend and/or stop-transfer order with the transfer agent of
        the
        Common Stock with respect to any of the Pubco Shares registered in your name
        or
        beneficially owned by you.

       

      Whether
        the Funding Transactions actually occur depends on a number of factors.
        Notwithstanding the foregoing, this lock-up agreement will terminate on December
        31, 2005, in the event that the Funding Transactions are not completed on
        or
        before such date.

       

      Accordingly,
        to evidence your agreement to the terms hereof, please date, sign and return
        this lock-up agreement to the Company by courier, Federal Express or fax
        no
        later than the close of business on October 15, 2005.
        If you
        return your signed lock-up agreement to the Company by fax, please promptly
        mail
        the executed copy of the lock-up agreement to the Company.

       

      [SIGNATURE
        PAGE FOLLOWS]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Acknowledged
        and Agreed

      this
        ___
        day of ____________, 2005:

       

      
        
          

        
By:

       

      
        

        Name:

       

      
        

        Entity (if any):

       

      
        

        Title (if Shares held by Entity):

       

      RETURN
        TO THE COMPANY BY FAX: AT (585)218-7350

       

      -AND-

       

      BY
        FEDERAL EXPRESS OR OVERNIGHT COURIER TO:

       

      VirtualScopics,
        LLC

      350
        Linden Oaks

      Rochester,
        New York 14625

      Tel:
        (585)249-6231

      Fax:
        (585)218-7350

       

       

       

      Accepted:

       

      VIRTUALSCOPICS,
        LLC 

       

      By:  s/o
        Molly
        Henderson        

      
        

      

      Molly
        Henderson

      Chief
        Financial Officer