VIRTUALSCOPICS, INC. NON-EMPLOYEE DIRECTORS' COMPENSATION PLAN

SECTION 1.   PURPOSE.   The purpose of the VirtualScopics, Inc. Non-Employee Directors’ Compensation Plan (the “Plan”) is to promote the success of VirtualScopics, Inc. (the “Company”) by compensating directors who are not employees of the Company or any of its affiliated companies (a "Participant") and enhancing the stock ownership of directors by providing a method whereby Participants may receive their annual Board, Committee and Chairman retainers (an "Annual Retainer") or meeting fees ("Meeting Fees") in shares of the Company's Common Stock ("Common Stock").

The stock options and shares of Common Stock that may be issued pursuant to the Plan shall be issued under the VirtualScopics, Inc., 2006 Long-Term Incentive Plan, as it may be amended from time to time (“2006 Plan”), subject to all of the terms and conditions of the 2006 Plan. The terms contained in the 2006 Plan are incorporated into and made a part of this Plan with respect to the stock options and Common Stock granted pursuant hereto and any such awards shall be governed by and construed in accordance with the 2006 Plan. In the event of any actual or alleged conflict between the provisions of the 2006 Plan and the provisions of this Plan, the provisions of the 2006 Plan shall be controlling and determinative. This Plan does not constitute a separate source of shares for the grant of the equity awards described herein.

SECTION 2.   FEES. Each Participant shall be entitled to compensation as follows:

A.   INITIAL STOCK OPTION GRANT. Each Participant is entitled to a one-time stock option grant for 25,000 shares of Common Stock pursuant to the 2006 Plan. No option shall have an exercise price below any existing, applicable anti-dilution trigger price. Such option shall vest 25% on each anniversary of the date of grant. The initial stock option shall be granted at the first Board meeting attended by a Participant, to the extent the grant is permitted at such time, or such later regular Board meeting when such grant is permitted.

B.   ANNUAL STOCK OPTION GRANT. Each Participant shall be eligible to receive an annual stock option grant under the 2006 Plan at or about the February board meeting. The amount of the grant will be determined by the Compensation Committee based on Participant performance during the previous year. The number of shares of Common Stock available, in the aggregate, for annual option grants will be determined by dividing (x) an amount up to Fifteen Thousand Dollars ($15,000) by (y) a per share amount equal to the Black-Scholes pricing model value of an option to purchase one share of Common Stock on such date. No option shall have an exercise price below any existing, applicable anti-dilution trigger price.

C.   ANNUAL RETAINER. Each Participant is entitled to an Annual Retainer of $5,000. A pro-rata Annual Retainer will be paid to any Participant based on the number of days during the year in which the Participant serves as a director.

D.   MEETING FEES. Participants will be entitled to receive the following Meeting Fees:

Participants will not be paid for more than one meeting per day. In the event there are multiple meetings, payment will be made for the meeting requiring the highest fee.

SECTION 3.   PAYMENT OF FEES. Each Participant shall be given an opportunity by the Company on an annual basis to elect (the “Annual Election”) to receive his or her Annual Retainer or Meeting Fees in shares of Common Stock under