EMPLOYMENT AGREEMENT

Agreement made and effective this 27 ^th day of August, 2008, between VirtualScopics, Inc., a Delaware corporation (the “Company”), and L. Jeffrey Markin, Executive Officer, (“Executive Officer”).

WHEREAS, Executive Officer has been employed by the Company as its President and Chief Executive Officer (“CEO”) since August 2006;

WHEREAS, the Company believes and recognizes that Executive Officer’s contributions to the Company’s improvement and success have been substantial;

WHEREAS, the Company desires to continue to employ Executive Officer as its CEO and to be assured of Executive Officer’s services on the terms and conditions set forth in this Agreement;

WHEREAS, Executive Officer desires to be employed by the Company as its CEO; and

WHEREAS, the Company and Executive Officer intend and desire to be legally bound by this Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants and conditions contained in this Agreement, the Company and Executive Officer agree as follows:

1.   Employment . The Company hereby employs Executive Officer as its CEO for the term of employment as defined in paragraph 2 of this Agreement. Executive Officer shall be responsible for the management of the operations of the Company, subject to the supervision and direction of the Board of Directors of the Company (the “Board”). Executive Officer shall report directly to the Board.

2.   Term of Employment . Executive Officer’s “Term of Employment” under this Agreement shall commence as of the effective date hereof and shall end one year following the effective date hereof, except as the term may be extended in a writing executed by the Company and Executive Officer.

3.   Performance . Executive Officer shall devote his full working time, attention, skills and energies to the performance of his duties as CEO of the Company.

4.   Salary, Bonus and Benefits .

(a)   Salary . As basic compensation for his services under this Agreement, and effective as of the effective date hereof, the Company shall pay to Executive Officer a gross salary of $265,000 per year. Executive Officer’s salary shall be paid in accordance with the customary payroll practices of the Company.

(b) Bonus.   In addition to his Salary, and as incentive bonus for his services under this Agreement, the Company shall establish an annual incentive bonus plan for Executive tied to the achievement of certain Company Annual Plan goals, with a targeted maximum payout of 30% of Executive's base salary in effect at the end of each fiscal year. The bonus will be paid to Executive on a timely basis upon official close of the fiscal year. The committee reserves the right, at its sole discretion, to exceed the maximum payout for exceptional performance.

(c)   Benefits . Executive Officer shall participate in all benefit plans, option plans, retirement plans, vacation plans, and other plans, arrangements, policies and perquisites as are afforded from time to time to other executive officers of the Company, including, but not limited to, all health, medical and dental (“health”) insurance plans, disability insurance plans and all other insurance plans.

Executive Officer also shall be entitled to reimbursement of all reasonable expenses which are incurred by Executive Officer in the performance of his duties with the Company and which are documented in accordance with procedures approved by the Company for all executive officers of the Company.

5.   Other Activities .

(a)   Executive Officer may serve from time to time as an advisor, director or trustee of outside organizations (e.g., for-profit organizations, not-for-profit organizations, professional organizations), provided that such service does not conflict with (i) the business or reputation of the Company, or (ii) Executive Officer’s performance of his duties with the Company.

(b)   Executive Officer shall consult with, and obtain the consent of, the Chairman, which consent shall not be unreasonably withheld, with respect to his service as an advisor, director or trustee of any outside organization.

(c)   The Chairman shall have the sole discretion, to be exercised reasonably, in determining whether or not Executive Officer’s service as an advisor, director or trustee of any outside organization conflicts with (i) the business or reputation of the Company, or (ii) Executive Officer’s performance of his duties with the Company.

6.   Membership on the Company’s Board of Directors

It is the intention and expectation of the Company and Executive Officer that Executive Officer shall serve as a member of the Board during the Term of Employment. The Company shall use its best efforts, as customary for any proposed nominee, to cause Executive Officer’s re-election to the Board, and Executive Officer agrees to serve in such capacity without compensation in addition to the compensation he receives as CEO.

7.   Termination of Employment .

(a) Voluntary termination by Executive Officer

Executive Officer may voluntarily terminate his employment under this Agreement by delivering written notice to the Board of Directors of his decision to terminate his employment.

(b) Voluntary termination by Executive Officer following change in control

Within 180 days following a “change in control” of the Company (as defined below), and either i) following a decision or implementation of a decision by the Company to materially change the title, status, responsibilities, location of employment, benefits or privileges to which the Executive Officer was entitled immediately prior to the “change in control”, or ii) this Agreement is not extended or renewed, or replaced with a fully executed substantially equivalent agreement, prior to 14 days before it is scheduled to expire, the Executive Officer may elect to terminate his employment upon thirty (30) days’ written notice to the Board of Directors or the appropriate governing organization in the event the Board of Directors as it is currently constituted is no longer in place. Executive Officer’s termination of his employment shall be effective on the thirty-first day after the date on which the written notice is delivered.

In the event that Executive Officer shall elect to terminate his employment pursuant to this paragraph 7(b), the Company shall pay him, as separation pay, one year’s worth of his gross annual salary, as defined in 4(a) herein, as of the date upon which his termination becomes effective plus twelve (12) months worth of benefits Executive Officer is then currently receiving. The gross salary and benefits shall be payable within thirty (30) days following the effective dat