EXHIBIT
      10.6

    


    Confidential
      treatment has been requested for portions of this Exhibit. The copy filed
      herewith omits the information subject to the confidentiality request. Omissions
      are designated as (******). A complete version of this Exhibit has been filed
      separately with the Securities and Exchange Commission.

    


    


    CLINICAL
      IMAGING DEVELOPMENT AND SERVICES AGREEMENT

    


    This
      Agreement ("Agreement") is by and between VirtualScopics, LLC, a New York
      limited liability company with its principal place of business located at 350
      Linden Oaks, Rochester New York 14625 ("VirtualScopics") and Pfizer
      Inc, 235
      East
      42nd Street, New York, New York 10017-5755, and its Affiliates
      ("Pfizer").

    


    Whereas,
      Pfizer Inc and VirtualScopics were engaged in a previous agreement for Clinical
      Imaging and Services with an effective date of June 26th,
      2002;
      and

    


    Whereas,
      Pfizer Inc and VirtualScopics wish to continue to work together in the further
      development and validation of image analysis software and image-based biomarkers
      for use in the development of information for submission to regulatory agencies
      in support of applications for drug approvals and to encourage the wide
      acceptance of image-based biomarkers by regulatory agencies and the medical
      industry; and

    


    Now
      therefore, in consideration of the foregoing and the mutual covenants contained
      herein, the parties hereby agree as follows:

    


    1.    DEFINITIONS

    


    "Affiliate"
      means
      any
      corporation or other business entity that directly or indirectly controls,
      is
      controlled by, or is under common control with Pfizer Inc.

    


    "Collaborator"
      means
      third parties such as universities, companies or individual
      consultants
      with
      whom Pfizer has contractual relationships.

    


    "CRO
      Toolbox" means
      any
      Toolbox identified in the POP as being developed by VirtualScopics for use
      by
      VirtualScopics or a VirtualScopics partner in the provision of clinical research
      services, including the provision of Image Analysis Service to
      Pfizer.

    


    "Development
      Plan" means
      the
      overall plan for the conduct of Toolbox Development Services to be carried
      out
      by VirtualScopics each year.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    "Effective
      Date" means
      July 26, 2005.

    


    "Enhancements"
      means
      any
      and all changes or additions to the Software and Toolboxes, including without
      limitation any fixes, error corrections, improvements and upgrades
      thereof.

    


    "Image
      Analysis Protocols" means
      the
      protocols describing the steps and methodologies
      required
      to operate the Software and to perform specific image processing and analysis
      procedures, including Image Based Biomarkers.

    


    "Image
      Analysis Services" means
      the
      provision of clinical research services using Toolboxes including, the set
      up of
      imaging sites and the processing and analysis of images from preclinical or
      clinical studies.

    


    "Image
      Based Biomarkers" means
      the
      methods of assessing a quantifiable biological characteristic, whether
      patentable or not.

    


    "Maintenance"
      means
      the
      maintenance to be provided by VirtualScopics as described in Exhibit
      A.

    


    "NonVS-based
      Pfizer Toolbox" means
      any
      Pfizer Toolbox identified in the POP as being based
      upon
      Pfizer's or its Collaborator's Software.

    


    "Pfizer
      Toolbox" means
      any
      Toolbox identified in the POP as being developed by VirtualScopics for Pfizer's
      own research and development use, to be operated routinely at Pfizer sites,
      or
      at Pfizer's Collaborators' sites.

    


    "Project
      Deliverables" means
      the
      description, features, functions and specifications for the
      deliverables, as set forth in each POP.

    


    "Project
      Operating Plan" or "POP" means
      the
      detailed plans - with staged deliverables, and
      anticipated expenses - for each Toolbox Development Services project to be
      carried out under the Development Plan.

    


    "Release
      Event" means:
      (i) the filing by or against VirtualScopics of insolvency, receivership or
      bankruptcy proceedings, or any other proceedings for the settlement of
      VirtualScopics debts, or (ii) VirtualScopics voluntary or involuntary
      liquidation or dissolution, or (iii) VirtualScopics ceases to do business or
      an
      inability to meet its obligations and commitments under this Agreement, or
      (iv)
      VirtualScopics is unwilling or unable (except under circumstances beyond
      VirtualScopics' control and as long as such circumstances do not continue for
      a
      period longer than sixty days), to provide Image Analysis Services with respect
      to CRO Toolboxes or VS-Based Toolboxes at the rates listed in Exhibit B, and
      within reasonable planning and execution timeframes as outlined in a
      POP.

    


    "Site
      Operating Guides" means
      the
      guidelines and protocols aimed at calibrating and operating
      various
      instrument modalities to generate images of appropriate quality to allow further
      image processing and analysis.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    "Software"
      means
      novel algorithms and software code both in human and machine
      readable
      form and
      documentation needed to install, train and operate such code.

    


    "Toolbox"
      means
      a
      module consisting of Software, Image Analysis Protocols and Site
      Operating Guides for the analysis of one or more Image Based
      Biomarkers.

    


    "Toolbox
      Platform" means
      the
      VirtualScopics operating system software, middleware, and
      other
      platform systems necessary to produce and operate Toolboxes, as further
      described in Exhibit A.

    


    "Toolbox
      Development Services" means
      activities including the design, development, testing, installation, end-user
      training of Toolboxes.

    


    "VS-Based
      Pfizer Toolbox" means
      any
      Pfizer Toolbox identified in the POP as being based
      upon
      VirtualScopics' Toolbox Platform or Software.

    


    2.    DEVELOPMENT
      PLAN & PROJECT OPERATING PLANS

    


    2.1    Development
      Plan. Pfizer
      and VirtualScopics will collaborate in the design and implementation of the
      Development Plan. The Development Plan will include objectives, projects and
      timelines for the following 12 months. The initial Development Plan will be
      prepared by the Joint Steering Committee ("JSC") within 60 days of the Effective
      Date. The JSC will update the Development Plan on a semi-annual basis to
      reflect, amongst other matters, changes in Pfizer's research and development
      priorities.

    


    2.2    Diligent
      Efforts. VirtualScopics
      will use diligent efforts to complete each approved POP
      implemented under the Development Plan. VirtualScopics will assign appropriately
      project managers with appropriate skills, experience and qualifications to
      each
      POP. Pfizer will assign a point person for each project for regular
      communication with Virtualscopics project managers.

    


    2.3    Scientific
      Direction. Through
      the JSC, Pfizer will provide strategic scientific direction to
      VirtualScopics at least twice a year, and will facilitate exposure of
      VirtualScopics' capabilities to Pfizer's research and development teams in
      order
      to generate a pipeline of specific projects in line with the Development
      Plan.

    


    2.4    POPs.
      Pfizer
      provides no commitment under this Agreement to fund a minimum number of POPs
      during the term of this Agreement. All POPs are subject to Pfizer's prior
      written approval. VirtualScopics must not commence work under a POP until it
      receives written approval from Pfizer's chair of the JSC, or his Pfizer
      designee.

    


    2.5    Termination
      of POPs. Pfizer
      may terminate any POP at anytime, for any reason by giving VirtualScopics
      written notice. Upon receipt of the notice, VirtualScopics will stop all ongoing
      activities under the POP, and will account to Pfizer for all fees incurred
      up to
      that point at the rates listed in Exhibit B, as well as any expenses incurred
      as
      a result of stopping the activities, provided such expenses were pre-approved
      by
      Pfizer in writing. Pfizer's only obligation with respect to such POP will be
      to
      pay for these fees and such pre-approved expenses.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2.6    Reporting.
      VirtualScopics
      will maintain a running list of all approved and proposed POPs, incurred and
      anticipated expenses and will provide quarterly updates to the JSC, or more
      frequently as needed and as reasonably requested by Pfizer. VirtualScopics
      will
      report progress under each POP at a frequency and through the means described
      in
      the specific project POPs. VirtualScopics will report to the JSC on the overall
      progress against the Development Plan in writing on a quarterly
      basis.

    


    3.    IMAGE
      ANALYSIS SERVICES.

    


    3.1    From
      time
      to time, Pfizer may engage VirtualScopics to provide Image Analysis Services.
      The Image Analysis Services will not be performed under the terms of this
      Agreement, but separate agreements to be entered into by the parties. But,
      the
      fees for such services will be determined in accordance with the fee schedule
      in
      Exhibit B.

    


    3.2    In
      return
      for Pfizer's support and funding of the development of Toolboxes, VirtualScopics
      agrees that for Image Analysis Services using CRO Toolboxes it will provide
      Pfizer with certain discounts as outlined in the fee schedule in Exhibit
      B.

    


    4.    SUPPLY
      OF EXPERT PERSONNEL

    


    4.1    FTEs.
      VirtualScopics
      will supply to Pfizer the services of (*****)
      ("FTE")
      to perform the following ("FTE Services") at Pfizer sites designated by Pfizer
      from time to time, and at the rates listed in Exhibit B:

    


    (a)    install
      the Software for Pfizer Toolboxes at various Pfizer sites and train Pfizer
      employees in the use of the Software and the Pfizer Toolbox;

    


    (b)    develop
      Enhancements to the Pfizer Toolboxes at Pfizer's direction; and

    


    (c)    support,
      at Pfizer's direction, Pfizer projects -including projects involving third
      parties - outside of the Development Plan related to image analysis and
      development of image analysis software.

    


    (d)    support,
      at Pfizer's direction, the transfer of the Pfizer Toolboxes and Toolbox
Platforms
      to Pfizer or to third parties immediately upon the provision of
      documentary
      evidence
      of one of a Release Event. Such provision shall survive termination for reasons
      outlined in section 13.4.

    
      ______________________

      ***** Certain
        information on this page has been omitted and filed separately with the
        Securities and Exchange Commission. Confidential treatment has been requested
        with respect to the omitted portions.


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4.2    Skills.
      VirtualScopics
      will ensure that the FTEs will have the proper skill level and type
      of
      experience to complete the FTE Services above in a good and workmanlike
      manner.

    


    4.3    Equipment.
      Except
      as
      otherwise agreed by the parties in writing, VirtualScopics shall
      furnish
      or cause to be furnished at its sole expense all required labor (including
      any
      subcontractors), tools, equipment, material, parts, transportation and
      supervision necessary to perform the FTE Services.

    


    4.4    Removal.
      If
      at any
      time during the performance of the FTE Services under this Agreement, Pfizer
      should be dissatisfied with the performance of any personnel assigned for
      reasons of unprofessional, illegal conduct, or inability to adequately perform
      to Pfizer's standards or expectations, Pfizer may demand the immediate removal
      and/or replacement of that person. If Pfizer requests replacement,
      VirtualScopics shall use its best efforts to provide another qualified person
      acceptable to Pfizer within seven (7) business days.

    


    4.5    Reassignment.
      VirtualScopics
      will not change or reassign personnel initially assigned to
      perform
      the FTE Services without thirty (30) days' prior written notice to Pfizer.
      If a
      change or reassignment of personnel is required through circumstances beyond
      VirtualScopics' control, Pfizer will have the right, in Pfizer's sole
      discretion, either to approve new personnel to be assigned or to cancel any
      portion of the FTE Services to be performed. VirtualScopics shall ensure
      continuity of assignments in the event of any or all personnel
      changes.

    


    4.6    Background
      Checks. Pfizer
      may require that any FTE first pass a suitable pre-employment and
      background/reference check as specified and approved by Pfizer. The current
      required background check will be supplied on request. VirtualScopics shall
      cause all its employees to comply with Pfizer's Drug Free Policy, a copy of
      which will be supplied on request.

    


    4.7    Duties.
      VirtualScopics
      shall perform the FTE Services (a) in a good, workmanlike and efficient manner;
      (b) in accordance with applicable laws, regulations, codes, permits and
      licenses; (c) in accordance with all applicable policies, practices and
      procedures in place at the Pfizer site where FTE Services are being performed,
      including, but not limited to, procedures regarding security, safety and
      confidentiality; and (d) otherwise in accordance with the terms and conditions
      applicable to all contractors, suppliers and vendors of Pfizer.

    


    4.8    Relationship.
      VirtualScopics
      shall render the FTE Services as an independent contractor
      and
      acknowledges that VirtualScopics, its personnel, or employees are not employees
      of Pfizer. Accordingly, neither VirtualScopics nor its employees or personnel
      will (a) participate in Pfizer employee benefit plans nor receive any other
      compensation beyond that stated in Section 9.2, (b) have the power or authority
      to bind Pfizer or to assume or create any obligation or responsibility, express
      or implied, on Pfizer's part or in Pfizer's name, except as otherwise set forth
      in this Agreement, or (c) represent to any person or entity that VirtualScopics,
      its personnel or any employee of VirtualScopics has such power or authority.
      VirtualScopics shall remain solely liable for all aspects of the employment
      of
      such persons including, without limitation, recruitment, hiring, firing,
      training, promotion, compensation, all payroll taxes and other deductions and
      all premiums or payments made for workers' compensation coverage, unemployment
      benefits or any other payments required by law to be made by employers for
      or on
      behalf of employees.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4.9    Injury
      & Damage.
      Any
      personal injury or property damage suffered by VirtualScopics
      or by
      VirtualScopics FTE in the course of carrying out the FTE Services will be
      VirtualScopics' sole responsibility, except to the extent such personal injury
      or property damage occurs on Pfizer's premises and is caused by Pfizer's
      negligence.

    


    4.10   Authorization.
      VirtualScopics
      represents and warrants that it and its personnel, and employees are authorized
      to perform the FTE Services and that neither it nor its personnel or employees
      will act in violation of any applicable immigration laws or regulations.
      VirtualScopics shall indemnify Pfizer against any and all claims, fines,
      penalties and/or attorneys' fees incurred by Pfizer for breach by the
      VirtualScopics of any immigrations laws or regulations and of this
      warranty.

    


    4.11   Intellectual
      Property. Except
      for intellectual property created by an FTE in performance of specific duties
      of
      VirtualScopics under a POP, any intellectual property created or contributed
      to
      by an FTE in performance of the FTE Services will belong to Pfizer, and
      VirtualScopics will promptly disclose any such intellectual property to Pfizer
      and irrevocably assigns over to Pfizer all right, title and interest in and
      to
      such intellectual property. VirtualScopics will execute such documents and
      take
      such other action at Pfizer's expense as may be necessary or appropriate to
      establish, register, record or otherwise document Pfizer's ownership therein
      in
      any country.

    


    4.12   Information.
      Except
      for information produced by an FTE in performance of specific duties of
      VirtualScopics under a POP, any information which an FTE obtains from Pfizer
      or
      produces in performance of the FTE Services will be Pfizer's Information for
      the
      purposes of Section 7. VirtualScopics is not given any right to use or disclose
      such information under this Agreement.

    


    5.    JOINT
      STEERING COMMITTEE

    


    5.1    Members.
      Pfizer
      and VirtualScopics will establish a Joint Steering Committee ("JSC") composed
      of
      at least three employees from each party. Pfizer and VirtualScopics may appoint
      its representatives at their sole discretion, and substitutes may be appointed
      at any time. The parties will each appoint one of its representatives to act
      as
      the co-chair of the JSC. The members initially will be:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Pfizer
      appointees:
      (*****)

    


    VirtualScopics
      appointees:
      (*****)

    


    5.2    Duties.
      The
      JSC
      will be charged with:

    


    (a)    coordinating
      the parties activities hereunder;

    


    (b)    approving
      allocations and prioritizations of tasks between the parties in order to carry
      out the Development Plan;

    


    (c)    reviewing
      the status of, discussing and approving modifications to the Development
      Plan;

    


    (d)    encouraging
      and facilitating ongoing cooperation between the parties; and

    


    (e)    performing
      such other functions as appropriate to further the purpose of this
      Agreement.

    


    5.3    Meetings.
      The
      JSC
      will meet formally via phone, videoconference or in person twice a year,
      or
      more frequently as determined by the JSC, at a time and location agreed to
      by
      the
      parties.
      JSC meetings will be chaired by a Pfizer JSC member. Each party will bear its
      own expenses in connection with the meetings.

    


    5.4    Minutes.
      The
      JSC
      will keep accurate minutes of its deliberations and record all
      proposed
      decisions and actions recommended or taken. Drafts of the minutes will be
      delivered to all JSC members within five business days after each meeting.
      Each
      party will alternatively
      be responsible for the preparation and circulation of the draft minutes.
      Draft
      minutes
      shall be edited by the co-chairpersons and will be issued in final form only
      with their approval and agreement.

    


    6.    PROPRIETARY
      RIGHTS AND LICENSE GRANTS

    


    6.1    VS-Based
      Pfizer Toolboxes

    


    (a)    Ownership.
      VirtualScopics
      will own the VS-Based Pfizer Toolboxes and all intellectual
      property and materials in the VS-Based Pfizer Toolboxes created by
      VirtualScopics, its employees, consultants or contractors in performance of
      the
      relevant POPs.

    


    (b)    License.
      VirtualScopics
      grants to Pfizer a perpetual, fully paid-up, non-exclusive, worldwide license
      to
      use, reproduce and modify the VS-Based Pfizer Toolboxes for
      the
      purposes of Pfizer's research and development of pharmaceutical
      products.
      Pfizer
      may grant sublicenses to third parties for limited purpose of the third party
      performing research or development activities on behalf of Pfizer.

    ______________________

    ***** Certain
      information on this page has been omitted and filed separately with the
      Securities and Exchange Commission. Confidential treatment has been requested
      with respect to the omitted portions.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    6.2    NonVS-Based
      Pfizer Toolboxes. Pfizer
      will own the NonVS-Based Pfizer Toolboxes and
      all
      intellectual property and materials in the NonVS-Based Pfizer Toolboxes
      created
      by
      VirtualScopics, its employees, consultants or contractors in performance of
      POPs. VirtualScopics will, if deemed necessary or desirable by Pfizer, at
      Pfizer's cost, execute an assignment of rights to Pfizer with respect to such
      intellectual property.

    


    6.3    Toolbox
      Platform and CRO Toolboxes

    


    (a)    Ownership.
      VirtualScopics
      will retain ownership of the Toolbox Platform and CRO Toolboxes and all
      intellectual property in the Toolbox Platform and CRO Toolboxes
      created by VirtualScopics, its employees, consultants or contractors
      in
      performance of the Development Plan.

    


    (b)    License.
      Upon
      occurrence of a Release Event, VirtualScopics grants to Pfizer a perpetual,
      fully paid-up, non-exclusive, worldwide license to use, reproduce and modify
      the
      Toolbox Platform and CRO Toolboxes, including those developed under the Clinical
      Imaging and Services Agreement dated June 26th
      2002,
      and listed in Exhibit A, for the purposes of Pfizer's research, development
      and
      commercialization of pharmaceutical products. Pfizer may grant sublicenses
      to
      third parties for limited purpose of the third party performing research or
      development activities on behalf of Pfizer.

    


    6.4    Images
      and Data provided by Pfizer from Pfizer trials. Pfizer
      will retain ownership of all data and images provide by, or on behalf of, Pfizer
      to VirtualScopics under the Development Plan. VirtualScopics may only use such
      data and images for the purposes of performing the Development
      Plan.

    


    6.5    Enhancements.
      Pursuant
      to the terms of this Agreement, VirtualScopics shall provide to Pfizer all
      Enhancements to the Pfizer Toolboxes and CRO Toolboxes at the same time that
      VirtualScopics makes such Enhancements available to its other customers, and
      at
      a certain discounts, as listed in Exhibit B of its then commercial
      prices.

    


    6.6    Except
      as
      expressly provided in this Section 6 neither party is granted any right, title
      or
      interest
      in any intellectual property owned or controlled by the other
      party.

    


    7.    CONFIDENTIALITY

    


    7.1    For
      purposes of this Agreement, the term "Information" will mean:

    


    (a)    with
      respect to Pfizer, the clinical and other data, images provided by, or on behalf
      of, Pfizer to VirtualScopics under the Development Plan, the Development Plan,
      the NonVS-Based Pfizer Toolboxes, all written information which Pfizer delivers
      to VirtualScopics pursuant to this Agreement stamped or otherwise identified
      in
      writing on the document "Confidential" and all oral information which Pfizer
      declares to be confidential and confirms such declaration in writing within
      30
      days of disclosure; and

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (b)    with
      respect to the VirtualScopics, the Toolbox Platform, VS-Based Toolboxes and
      CRO
      Toolboxes, all written information which VirtualScopics delivers to Pfizer
      pursuant to this Agreement stamped or otherwise identified in writing on the
      document "Confidential" and all oral information which VirtualScopics declares
      to be confidential and confirms such declaration in writing within 30 days
      of
      disclosure.

    


    7.2    A
      party
      receiving Information ("Receiving Party) from the other party ("Disclosing
      Party")
      will maintain the Information in confidence with the same degree of care it
      holds
      its own
      confidential information. The Receiving Party will only use and disclose the
      Information for the purposes of performing its obligations or exercising its
      rights under this Agreement and, except as permitted under this Agreement,
      will
      not disclose the Information to any third party and will only disclose the
      Information to its officers and employees that need it for the purposes of
      performing its obligations or exercising its rights under this
      Agreement.

    


    7.3    The
      Receiving Party's obligation of nondisclosure and the limitations upon the
      right
      to use the Information will not apply to the extent that the Receiving Party
      can
      demonstrate that the Information:

    


    (a)    was
      in
      the possession of the Receiving Party prior to the time of disclosure;
      or

    


    (b)    is
      or
      becomes public knowledge through no fault or omission of Receiving Party;
      or

    


    (c)    is
      obtained by Receiving Party from a third party under no obligation of
      confidentiality to the Disclosing Party. All Information will be returned to
      the
      Receiving Party upon termination of this Agreement for any reason, except for
      one
      copy,
      which Disclosing Party may use for the sole purpose of determining
      its
      continuing confidentiality obligation to the Disclosing Party under this
      Agreement; or

    


    (d)    if
      the
      Receiving Party is requested or ordered to disclose the Information in
      connection with a legal or administrative proceeding, the Receiving Party will
      give the Disclosing Party prompt notice of such request. The Disclosing Party
      may seek an appropriate protective order or other remedy or waive compliance
      with the provisions of this Agreement or both. If the Disclosing Party seeks
      a
      protective order or other remedy, the Receiving Party will cooperate with the
      Disclosing Party. If the Disclosing Party fails to obtain a protective order
      or
waive
      compliance within the relevant provisions of this Agreement, the
      Receiving
      Party
      will disclose only that portion of Information which its legal counsel
      determines it is required to disclose.

    


    7.4    All
      confidentiality obligations of under this Agreement shall survive the
      termination of
      this
      Agreement for a period of five (5) years.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    8.    ACCEPTANCE.
      Pfizer
      may reject any deliverables under a POP if they do not meet the acceptance
      criteria set forth in the POP or the Development Plan. Pfizer has 30 days from
      receipt of the deliverables to reject them. If Pfizer rejects the deliverables
      and VirtualScopics is unable to remedy the problem within 30 days of being
      notified, Pfizer will not be required to pay to VirtualScopics any fees for
      that
      POP and may require the refund
      of
      any fees already paid for activities towards deliverables which have not met
      the
      acceptance criteria.

    


    9.    PAYMENTS.

    


    9.1    Project
      Operating Plans. The
      rates
      for VirtualScopics' performance of POPs are as listed in Exhibit B. Pfizer
      will
      pay VirtualScopics for the performance of approved POPs in accordance with
      the
      budget and timetable set out in the POP.

    


    9.2    FTEs.
      As
      full and complete compensation for satisfactory performance of the
      FTE
      Services, Pfizer shall pay VirtualScopics as specified in Exhibit
      B.

    


    9.3    All
      payments to be made under this Agreement will be due by Pfizer thirty (30)
      days
      after Pfizer's receipt and acceptance of a supporting invoice from
      VirtualScopics. Each invoice shall reference the relevant Pfizer purchase order
      number and be sent to Pfizer Inc, North American Shared Work Plan, P.O. Box
      341802, Bartlett, TN 38184-1802 (*****).

    


    10.    REPRESENTATIONS
      AND WARRANTIES. VirtualScopics
      and Pfizer each represents and warrants as follows:

    


    10.1    It
      is a
      corporation duly organized, validly existing and is in good standing under
      the
      laws of the State of Delaware in the case of Pfizer and the laws of New York
      in
      the case of VirtualScopics, is qualified to do business and is in good standing
      as a corporation in each jurisdiction in which the conduct of its business
      of
      the ownership of its properties requires such qualification and has all
      requisite power and authority, corporate or otherwise, to conduct its business
      as now being conducted, to own, lease and operate its properties and to execute,
      deliver and perform this Agreement.

    


    10.2    The
      execution, delivery and performance by it of this agreement have been duly
      authorized by all necessary corporate action and do not and will not (a) require
      any consent or approval of its stockholders, (b) violate any provision of any
      law, rule, regulations, order, writ, judgment, injunctions, decree,
      determination award presently in effect having applicability to it or any
      provision of its certificate of incorporation or by-laws or (c) result in a
      breach of or constitute a default under any material agreement, mortgage, lease,
      license, permit or other instrument or obligation to which it is a party or
      by
      which it or its properties may be bound or affected.

    


    10.3    This
      Agreement is a legal, valid and binding obligation enforceable in accordance
      with its terms and conditions, except as such enforceability may be limited
      by
      applicable bankruptcy, insolvency, moratorium, reorganization or similar laws,
      from time to time in effect, affecting creditor's rights generally.

    _________________

    *****
      Certain information on this page has been omitted and filed separately with
      the
      Securities and Exchange Commission. Confidential treatment has been requested
      with respect to the omitted portions.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    10.4    It
      is not
      under any obligation to any person, or entity, contractual or otherwise, that
      is
      conflicting or inconsistent in any respect with the terms of this Agreement
      or
      that would impede the diligent and complete fulfillment of its
      obligations.

    


    10.5    It
      has
      good and marketable title to or valid leases for, all of its properties, rights
      and assets
      necessary for the fulfillment of its obligations under this Agreement, subject
      to no
      claim of
      any third party other than the relevant lessors or licensors.

    


    11.    INDEMNIFICATION
      BY VIRTUALSCOPICS

    


    11.1    VirtualScopics
      will defend, indemnify and hold harmless Pfizer and its Affiliates, and its
      or
      their officers, directors, shareholders, employees, agents and representatives
      from and against any and all liability, damage, loss, cost or expense (including
      reasonable attorney's fees, costs and amounts paid in settlement) (collectively,
      "Losses") resulting from
      any
      third party claim made or suit brought against Pfizer or any such persons
      arising
      out of
      VirtualScopics breach of any of its representations or warranties in this
      Agreement.

    


    11.2    Upon
      receipt of notice of any such claim or suit, Pfizer will promptly notify
      VirtualScopics thereof and will permit VirtualScopics, at its cost, to handle
      and control such
      claim or suit. VirtualScopics will have the right to participate in the defense
      of such
      claim or
      suit at its own expense. Pfizer will afford VirtualScopics all reasonable
      assistance (at VirtualScopics' cost and expense) and will make no admission
      prejudicial to the defense of such claim or suit.

    


    11.3    The
      foregoing indemnification obligation will not apply to any claim or suit to
      the
      extent it arises directly out of Pfizer's negligence, willful misconduct or
      breach of any term, representation, warranty or covenant contained in this
      Agreement.

    


    12.    INDEMNIFICATION
      BY PFIZER

    


    12.1    Pfizer
      will defend, indemnify and hold harmless VirtualScopics and its Affiliates,
      and
      its or
      their
      officers, directors, shareholders, employees, agents and representatives from
      and
      against
      any and all liability, damage, loss, cost or expense (including reasonable
      attorney's fees, costs and amounts paid in settlement) (collectively, "Losses")
      resulting from any third party claim made or suit brought against VirtualScopics
      or any such persons arising out of Pfizer's breach of any of its
      representations, or warranties in this Agreement.

    


    12.2    Upon
      receipt of notice of any such claim or suit, VirtualScopics will promptly notify
      Pfizer
      thereof and will permit Pfizer, at its cost, to handle and control such claim
      or
      suit.
      Pfizer
      will have the right to participate in the defense of such claim or suit at
      its
      own expense. VirtualScopics will afford Pfizer all reasonable assistance (at
      Pfizer's cost and expense) and will make no admission prejudicial to the defense
      of such claim or suit.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    12.3    The
      foregoing indemnification obligation will not apply to any claim or suit to
      the
      extent it
      arises
      directly out of Contractor's negligence, willful misconduct or breach of any
      term,
      representation, warranty or covenant contained in this Agreement.

    


    13.   TERMINATION
      OF AGREEMENT

    


    13.1    This
      Agreement will end two years from the Effective Date. Unless this Agreement
      has
been
      terminated pursuant to the provisions of this section 13, Pfizer may elect
      to
      extend
      the Term
      of this Agreement for up to two additional years upon written notice to
      Virtualscopics at least thirty (30) days before the second, and if applicable,
      third anniversaries of the Effective Date.

    


    13.2    Pfizer
      may terminate this Agreement without cause by giving 30 days notice to
      VirtualScopics in writing. If Pfizer terminates this Agreement without cause,
      Pfizer's only obligation will be to pay VirtualScopics for the services
      performed under the Agreement up to the date of termination, at the rates
      provided in Exhibit B. All payments paid to the Contractor in excess of those
      due to it under this Section will be returned to Pfizer.

    


    13.3    If
      either
      party breaches this Agreement, the other may terminate it if the breaching
      party
      does not cure the breach within thirty (30) days of written notice of same.
      Termination shall be without prejudice to any rights which may have been accrued
      to either party before termination.

    


    13.4    On
      termination of this Agreement for any reason VirtualScopics will return, at
      Pfizer's expense, all of Pfizer's data, images and other materials. In addition
      the parties will return to each all copies of the other party's Information
      except for one copy which may be retained for the sole purpose of determining
      continuing obligations under Section 7.

    


    13.5    (*****)

    


    13.6    Termination
      of this Agreement for any reason shall be without prejudice tothe rights and
      obligations of the parties set forth in any Sections which provide by their
      terms performance by either party subsequent to termination or any other
      remedies which either party may otherwise have.

    


    14.   SOURCE
      CODE ESCROW

    


    14.1    Within
      sixty (60) days of the execution of this Agreement, the parties will execute
      an
      escrow agreement (the "Escrow Agreement"). The escrow fees will be paid by
      Pfizer.

    ___________________
*****
      Certain information on this page has been omitted and filed separately
      with the Securities and Exchange Commission. Confidential treatment has been
      requested with respect to the omitted portions.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    14.2    Within
      fifteen (15) days after execution of the Escrow Agreement, VirtualScopics shall
      deposit with a mutually agreed firm which provides software escrow services
      (the
      "Escrow Agent"). During the term and on a quarterly basis, VirtualScopics will
      deposit with the Escrow Agent any modifications or any new versions of these
      Toolboxes protocols and guides since the previous quarters deposit, if any.
      Within fifteen (15) days after
      the
      completion of any Toolbox, VirtualScopics shall deposit with the Escrow
      Agent,
      pursuant
      to the terms of the Escrow Agreement, the software source code for the Toolbox
      Platform, the CRO Toolboxes and the VS-Based Toolboxes in machine and human
      readable form as well as the related Image Analysis Protocols and Sites
      Operating Guides for the Toolboxes.

    


    14.3    The
      Escrow Agreement shall provide, among other things, for one complete copy of
      the
      materials and information in escrow to be released to Pfizer immediately upon
      the provision to the Escrow Agent of documentary evidence of one of a Release
      Event.

    


    14.4    On
      occurrence of a Release Event, VirtualScopics will provide Pfizer, at Pfizer's
      costs, reasonable support to facilitate the transfer and use of the Toolbox
      Platform, CRO Toolboxes, VS-Based Toolboxes, Image Analysis Protocols, Site
      Operating guides, and any other relevant documents and information, to Pfizer
      or
      to a third party designated by Pfizer.

    


    15.   MISCELLANEOUS

    


    15.1    During
      the Term, Virtualscopics shall notify Pfizer, under confidentiality, at least
      60
      days prior to any sale, merger, acquisition, or transfer of all or substantially
      all of the assets of Virtualscopics or to a third party ("transaction"), which
      notice shall include the identity of such third party.

    


    15.2    Governing
      Law. This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York.

    


    15.3    Severability.
      If
      any
      provision or any portion of any provision of this Agreement is construed to
      be
      illegal, invalid or unenforceable, such provision or portion thereof shall
      be
      deemed
      stricken and deleted from this Agreement to the same extent and effect as if
      it
      were
      never incorporated herein, but all other provisions of this Agreement and the
      remaining portion of any provision that is construed to be illegal, invalid
      or
      unenforceable in part shall continue in full force and effect.

    


    15.4    Entire
      Agreement. This
      Agreement constitutes the entire agreement between the parties and supersedes
      all previous agreements, promises, representations, understandings and
      negotiations, whether written or oral, between the parties with respect to
      the
      subject matter hereof. Without limiting the foregoing in any way, this Agreement
      specifically supersedes any "standard" or "shrink wrap" agreement or license
      that may accompany the Licensed Products. Any modification and/or amendment
      to
      this Agreement must be in writing and executed by both parties.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    15.5    Survival.
      The
      provisions of Sections 3, 4, 5, 6, and14 shall survive termination or expiration
      of this Agreement.

    


    15.6    Successors
      and Assigns. All
      the
      terms and conditions of this Agreement are binding upon
      and
      inure to the benefit of the parties hereto, their successors, legal
      representatives
      and
      permitted assigns. Either party may assign this Agreement upon the prior written
      consent of the other party, such consent not to be unreasonably withheld. In
      addition, Pfizer may transfer, lease, assign or sublicense its entire right,
      interest and obligation hereunder to any Affiliate.

    


    15.7    No
      Agency Relationship Between the Parties. Neither
      party shall represent itself as the agent or legal representative of the other
      or as joint ventures for any purpose whatsoever, and neither shall have any
      right to create or assume any obligations of any kind, express or implied,
      for
      or on behalf of the other in any way whatsoever.

    


    15.8    Non-Waiver.
      A
      failure
      of either party to enforce at any time any term, provision or condition of
      this
      Agreement, or to exercise any right or option herein, shall in no way operate
      as
      a waiver thereof, nor shall any single or partial exercise preclude any other
      right or option herein; in no way whatsoever shall a waiver of any term,
      provision or condition of this Agreement be valid unless in writing, signed
      by
      the waiving party, and only to the extent set forth in such
      writing.

    


    15.9    Facilities
      Management and Data Loss Recovery. Nothing
      express or implied in this Agreement shall prevent Pfizer from allowing duly
      authorized agents of Pfizer to access and utilize any of the Toolboxes listed
      in
      Exhibit A to manage Pfizer's computer, LAN or other information technology
      facilities.

    


    15.10   Notices.
      Unless
      expressly stated otherwise, all notices required herein shall be given in
      writing and shall be delivered (and notice shall be deemed effective upon
      delivery) in person, by courier, or sent by certified United States mail,
      postage prepaid, return receipt requested, to the following
      address:

    

      
        	 	
                VirtualScopics

              	
                Pfizer,
                  Inc.

              
	 	
                350
                  Linden Oaks

              	
                50
                  Pequot Ave.

              
	 	
                Rochester,
                  New York 14625

              	
                New
                  London, CT 05320

              
	 	
                Attn:
                  Molly Henderson

              	
                Attn:
                  General Counsel, PGRD

              


      

    

     

    15.11   Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original, and all of which together shall be deemed to be one
      and the same instrument.

    


    15.12   Publicity.
      Except
      as
      required by law, neither party may disclose the terms of neither this Agreement
      nor the work described in it. VirtualScopics agrees that it shall not issue
      any
      press release or make any other public announcement with respect to this
      Agreement without obtaining Pfizer's written authorization.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS THEREOF, VirtualScopics and Pfizer have caused this Agreement to be
      signed and delivered, all as of the date first hereinabove written.

     

    
      
        	
                VirtualScopics
                  LLC

              	 	
                Pfizer,
                  Inc.

              
	 	 	 	 	 
	By:	/s/ Molly
                Henderson	 	By:	/s/ John
                L. LaMattina
	Name: 	
                
Molly
                Henderson	 	Name:	
                
John
                L. LaMattina
	Title:	CFO	 	Title:	President PGRD
	 	 	 	 	 
	Date:	8/9/05	 	Date:	8/8/05


      

    

    
 

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
      A

    


    I.    Toolboxes
      and Toolbox Descriptions

    


    Legend:

    
      	
              Color

            	
              Description

            
	 	
              Windows
                Application

            
	 	
              Web
                Application

            
	 	
              Automated
                Task (command-line application)

            
	 	
              Database
                (SQL Server 2000)

            


    

    


    


    OA
      CRO Toolkit Components

    


    


    
      	
              Component

            	
              Description

            
	
              Configuration
                Editor

            	
              
                (*****)

              

            
	
              Image
                Sort and Inspection System (ISIS)

            	
              (*****)

            
	
              Workflow
                Editor

            	
              (*****)

            
	
              Automated
                Task Execution

            	
              (*****)

            
	
              Medical
                Editor

            	
              (*****)

            
	
              Exception
                Handler

            	
              (*****)

            
	
              Dataset
                Manager

            	
              (*****)

            
	
              Biomarker
                Reporter

            	
              (*****)

            
	
              Workbook
                Manager

            	
              (*****)

            
	
              User
                Management

            	
              (*****)

            
	
              Audit
                Trail Viewer

            	
              (*****)

            
	
              Register
                and Fuse

            	
              (*****)

            
	
              Bone
                Segmentation

            	
              
                (*****)

              

            
	
              Segmentation
                Tracking

            	
              (*****)

            
	
              Biomarker
                Extraction

            	
              (*****)

            
	
              Cartilage
                Extraction

            	
              (*****)

            
	
              Fluid
                and Edema Extraction

            	
              (*****)

            
	
              Segmentation
                Mapping

            	
              (*****)

            
	
              Workflow
                Database

            	
              (*****)

            
	
              User
                Database

            	
              (*****)

            


    

    ______________________

    
      ***** Certain
        information on this page has been omitted and filed separately with the
        Securities and Exchange Commission. Confidential treatment has been requested
        with respect to the omitted portions.




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Oncology
      CRO Toolkit Components

    


    
      	
              Component

            	
              Description

            
	
              Configuration
                Editor

            	
              (*****)

            
	
              Image
                Sort and Inspection System (ISIS)

            	
              (*****)

            
	
              Workflow
                Editor

            	
              (*****)

            
	
              Automated
                Task Execution

            	
              (*****)

            
	
              Manual
                Task Execution

            	
              (*****)

            
	
              (*****)

            	
              (*****)

            
	
              (*****)

            	
              (*****)

            
	
              (*****)

            	
              (*****)

            
	
              Exception
                Handler

            	
              (*****)

            
	
              Dataset
                Manager

            	
              (*****)

            
	
              Biomarker
                Reporter

            	
              (*****)

            
	
              Workbook
                Manager

            	
              (*****)

            
	
              User
                Management

            	
              (*****)

            
	
              Audit
                Trail Viewer

            	
              (*****)

            
	
              (*****)

            	
              (*****)

            
	
              Workflow
                Database

            	
              (*****)

            
	
              User
                Database

            	
              (*****)

            


    

    


    
      ______________________

      ***** Certain
        information on this page has been omitted and filed separately with the
        Securities and Exchange Commission. Confidential treatment has been requested
        with respect to the omitted portions.


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    FSAD
      CRO Toolkit Components

    


    
      	
              Component

            	
              Description

            
	
              Configuration
                Editor

            	
              
                (*****)

              

            
	
              Image
                Sort and Inspection System (ISIS)

            	
              (*****)

            
	
              Workflow
                Editor

            	
              (*****)

            
	
              Automated
                Task Execution

            	
              (*****)

            
	
              Manual
                Task Execution

            	
              (*****)

            
	
              (*****)

            	
              (*****)

            
	
              Exception
                Handler

            	
              (*****)

            
	
              Dataset
                Manager

            	
              (*****)

            
	
              Biomarker
                Reporter

            	
              (*****)

            
	
              Workbook
                Manager

            	
              (*****)

            
	
              User
                Management

            	
              (*****)

            
	
              Audit
                Trail Viewer

            	
              (*****)

            
	
              Workflow
                Database

            	
              (*****)

            
	
              User
                Database

            	
              (*****)

            


    

    


     

    IVUS
      CRO Toolkit Components (upon
      completion)

     

    
      	
              Component

            	
              Description

            
	
              Video
                Input Software

            	
              (*****)

            
	
              Video
                Editing Software

            	
              (*****)

            
	
              Reporting
                Software

            	
              (*****)

            
	
              Exception
                Handler

            	
              (*****)

            
	
              User
                Management

            	
              (*****)

            
	
              Audit
                Trail Viewer

            	
              (*****)

            
	
              Workflow
                Database

            	
              (*****)

            
	
              User
                Database

            	
              (*****)

            


    

    


    
      ______________________

      ***** Certain
        information on this page has been omitted and filed separately with the
        Securities and Exchange Commission. Confidential treatment has been requested
        with respect to the omitted portions.


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Endometriosis
      Toolkit Components

    
      	
              Component

            	
              Description

            
	
              Endometriosis
                Application

            	
              
                (*****)

              

            


    

    


    Skin
      Flare Toolkit Components

    
      	
              Component

            	
              Description

            
	
              Skin
                Flare Application

            	
              (*****)

            


    

    


    Preclinical
      Toolkit Components

    
      	
              Component

            	
              Description

            
	
              VsVision

            	
              Research
                application for loading images, identifying regions, manipulating
                the
                images and regions, and calculating information from the images and
                regions.

            


    

    


    


    RA
      CRO Toolkit Components (upon
      completion)

    


    
      	
              Component

            	
              Description

            
	
              Configuration
                Editor

            	
              (*****)

            
	
              Image
                Sort and Inspection System (ISIS)

            	
              (*****)

            
	
              Workflow
                Editor

            	
              (*****)

            
	
              Automated
                Task Execution

            	
              (*****)

            
	
              Medical
                Editor

            	
              (*****)

            
	
              Exception
                Handler

            	
              (*****)

            
	
              Dataset
                Manager

            	
              (*****)

            
	
              Biomarker
                Reporter

            	
              (*****)

            
	
              Workbook
                Manager

            	
              (*****)

            
	
              User
                Management

            	
              (*****)

            
	
              Audit
                Trail Viewer

            	
              (*****)

            
	
              (*****)

            	
              (*****)

            
	
              (*****)

            	
              (*****)

            
	
              (*****)

            	
              (*****)

            
	
              (*****)

            	
              (*****)

            
	
              (*****)

            	
              (*****)

            
	
              (*****)

            	
              (*****)

            
	
              (*****)

            	
              (*****)

            
	
              (*****)

            	
              (*****)

            
	
              
                
                  (*****)

                

              

            	
              
                
                  (*****)

                

              

            
	
              (*****)

            	
              (*****)

            
	
              (*****)

            	
              (*****)

            


    

    ______________________

    
      ***** Certain
        information on this page has been omitted and filed separately with the
        Securities and Exchange Commission. Confidential treatment has been requested
        with respect to the omitted portions.


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    B.    Description
      of Documentation to be Provided:
      

    For
      each
      of the Windows and Web applications in the CRO Toolkit Components listed in
      the
      sections above, there will be a user’s guide. In addition, there will be one
      document entitled “Production Platform Installation Guide” describing how to set
      up the system.

    


    C.    Form
      in which Licensed Toolboxes Will Be Delivered:

    The
      system will be stored in a technology escrow at Iron Mountain. Iron Mountain
      is
      able to accept the information to be released electronically over a secure
      web
      channel. VirtualScopics will upload versions of the CRO Toolkits (including
      documentation) to Iron Mountain quarterly or upon release of a new version,
      whichever is less frequent. If the release conditions are met, then Pfizer
      will
      be given a link (by Iron Mountain) to download the information stored at Iron
      Mountain.

    


    D.    Toolbox
      Platform Required to Operate the Licensed Toolboxes:

    The
      system requirements are detailed in the installation guide, but here is a
      summary:

    
      	 	
              1.

            	
              A
                Windows Server acting as a domain controller, running Windows 2000
                Server
                or Windows Server 2003.

            
	 	
              2.

            	
              A
                Windows Server acting as a database server, running Windows 2000
                Server or
                Windows Server 2003, and Microsoft SQL Server 2000. (Can be the same
                server as the domain controller.

            
	 	
              3.

            	
              A
                Windows Server acting as a Web Server, running Windows 2000 Server
                or
                Windows Server 2003, and IIS. (Can be the same server as either of
                the
                above).

            
	 	
              4.

            	
              Workstations
                that are part of the system should be running Windows 2000 Professional
                or
                Windows XP Professional. 512 MB of RAM is required, but 1GB is
                recommended.

            
	 	
              5.

            	
              (*****)

            
	 	
              6.

            	
              (*****)

            


    

    


    E.    Acceptance
      Criteria for Toolboxes:

    As
      defined in individual POPs and in Escrow Agreement.

     

    II.    Maintenance:

    


    Telephone
      Support.
      VirtualScopics shall provide telephone support for the Licensed Toolboxes from
      9:00 a.m. EST until 5:00 p.m. EST Monday through Friday. The telephone support
      shall be provided by individuals thoroughly trained in the use of the Licensed
      Toolboxes.

    
      ______________________

      ***** Certain
        information on this page has been omitted and filed separately with the
        Securities and Exchange Commission. Confidential treatment has been requested
        with respect to the omitted portions.




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Enhancements.
      Enhancements are included as part of Maintenance as long as they are implemented
      and distributed during the Maintenance Term.

    


    Scope.
      Maintenance shall not include support, troubleshooting and repair of
      hardware.

    


    Error
      Classification & Response Time: VirtualScopics
      shall respond to a Pfizer’s inquiries regarding errors, bugs, and problems with
      the Licensed Toolboxes ("Errors") within eight (8) business hours (for Errors
      defined below as Critical Business Impact or Serious) of receipt of such
      inquiry. VirtualScopics shall use commercially reasonable efforts to correct
      Errors with a level of effort (including dedication of more senior level
      personnel) commensurate with the classification of the Error as
      follows:

    


    
      	
              Severity
                Level

            	
              Criteria

            	
              VirtualScopics
                Response

            
	
              Critical
                Business Impact

            	
              Errors
                that substantially limit the ability to use the Licensed Toolboxes
                as
                intended including problems that cause the Licensed Toolboxes to
                be down
                or constantly crashing, problems of severe data corruption, or other
                problems that are so severe that Pfizer cannot reasonably continue
                to work
                with the Licensed Toolboxes.

            	
              (*****)

            
	
              Serious

            	
              Errors
                that have a serious impact on Pfizer’s ability to use the Licensed
                Toolboxes as intended, however, Pfizer is able to continue some portion
                of
                its work with the Licensed Toolboxes. Such Errors may include critical
                features that are disabled or unstable and unreliable operation and
                functioning.

            	
              (*****)

            
	
              Non-Critical

            	
              Errors
                that result in a minor loss or interruption of features or functionality
                which do not significantly impair Pfizer’s general use of the Licensed
                Toolboxes.

            	
              (*****)

            


    

     

    On-Site
      Support: Notwithstanding
      anything to the contrary contained herein, if VirtualScopics is unable to
      reproduce an Error classified as a Critical Business Impact within twenty-four
      (24) business hours of receipt of Pfizer’s notification, VirtualScopics shall,
      upon Pfizer’s request, provide on-site service to Pfizer within the next
      business day to determine the cause of the error. 

    ______________________

    
      ***** Certain
        information on this page has been omitted and filed separately with the
        Securities and Exchange Commission. Confidential treatment has been requested
        with respect to the omitted portions.


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Notwithstanding
      anything to the contrary contained herein, if VirtualScopics is unable to
      reproduce an Error classified as a Serious Error within forty (40) business
      hours of receipt of Pfizer’s notification, VirtualScopics shall, upon Pfizer’s
      request, provide on-site service to Pfizer within the next business day to
      determine the cause of the error. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
      B

    FEES

    (prices
      may be subject to a 5% annual increase)

    


    Toolbox
      Development Services Fees

    To
      be
      determined on an individual contract basis.

     

    Maintenance/Support
      Fees

    Upon
      the
      request of Pfizer, VS will provide support for a CRO Toolbox installed at Pfizer
      (listed in Exhibit A) at the hourly rates outlined below.

    


    Escrow
      Fees

    $10,000
      -
      Annual charge

    


    FTE
      Annual Services Fees

    


    
      	
              Groton
                

            	
              $275,000

            
	
              Ann
                Arbor

            	
              $265,000

            


    

    


    
      	
              Image
                Analysis Services Fees (per analysis/timepoint)

            	 	 
	 	
              Std. Rate

            	
              Pfizer
                Discounted Rate

            
	
              Oncology:

            	 	 
	
              Structural

            	
              *****

            	
              ****

            
	
              Perfusion

            	
              ****

            	
              ****

            
	 	 	 
	 	
              Std. Rate

            	
              Pfizer
                Discounted Rate

            
	
              OA:

            	 	 
	
              Standard
                human cartilage analysis

            	
              ****

            	
              ****

            
	
              -
                volume

            	 	 
	
              -
                thickness

            	 	 
	
              -
                surface area

            	 	 
	
              -
                denuded area 

            	 	 
	 	 	 
	
              Consulting
                Hourly Rates

            	
              Std
                Rate

            	
              Pfizer
                Discounted Rate

            
	
              MD/PhD

            	
              ****

            	
              ****

            
	
              Software
                Developer

            	
              ****

            	
              ****

            
	
              Project
                Manager

            	
              ****

            	
              ****

            
	
              Image
                Analysts

            	
              ****

            	
              ****

            


    

    
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