Re: Lock-Up Agreement

October 3, 2005

This Placement Agency Agreement (this “ Agreement ”) sets forth terms upon which Brookshire Securities Corporation, a registered broker-dealer and a member of the National Association of Securities Dealers, Inc. (together with its dealers, the “ Placement Agent ”), shall be engaged by VirtualScopics, LLC (“VirtualScopics”) and a publicly traded corporation, whose shares are registered with the Securities and Exchange Commission and are listed on the Over the Counter Bulletin Board (“Pubco”), to act as lead Placement Agent in connection with the private placement (the “ Offering ”) on a “best efforts - 3,000 units or none” basis of up to 6,000 units (“ Units ”), each Unit consisting of one share of Pubco’s Series A Convertible Preferred Stock (the “ Series A Preferred Stock ”), and a four year detachable, transferable warrant (the “ Warrant ”) to purchase 200 shares of Pubco’s common stock (the “ Common Stock ”) at an exercise price of $4.00 per share. In the event the Offering is oversubscribed, VirtualScopics and the Placement Agent may in their discretion sell as an over-allotment option up to an additional 1,000 Units. 

Concurrently with the closing of this Offering, Pubco will acquire VirtualScopics through an exchange offer of its Common Stock for all of VirtualScopics’ outstanding membership units so that VirtualScopics will become a wholly-owned subsidiary of Pubco at the closing of this Offering ( the “Exchange Offer” ) and the members of VirtualScopics will become shareholders of Pubco.

Subject to Section 4(d), subscriptions for the Units will be accepted by Pubco at a price of $1,000 per Unit (the “ Offering Price ”), with a minimum investment of 50 Units ($50,000); provided, however, that subscriptions in lesser amounts may be accepted in Pubco’s and Placement Agent’s discretion. The Placement Agent shall not tender to Pubco subscriptions for any persons or entities who do not qualify as “accredited investors,” as such term is defined in Rule 501 of Regulation D as promulgated under Section 4(2) (“ Regulation D ”) of the Securities Act of 1933, as amended (the “ Act ”). The Units will be offered until October 31, 2005 (the “Initial Offering Period” ) commencing on the issue date of the Memorandum (as defined below), which period may be extended by Pubco and the Placement Agent for an additional 90-day period (this additional period and the Initial Offering Period shall be referred to as the “ Offering Period ”). The date on which the Offering shall terminate shall be referred to as the “ Termination Date .”

With respect to the Offering, Pubco shall provide the Placement Agent, on terms set forth herein, the right to offer and sell all (except for those provided in 3.e)of the Units being offered. Each of the Placement Agent and Pubco may, in its sole reasonable discretion, accept or reject in whole or in part any prospective investment in the Units or allot to any prospective subscriber less than the number of Units that such subscriber desires to purchase.

The Offering will be made by Pubco solely pursuant to the Memorandum (as hereinafter defined), which at all times will be in form and substance reasonably acceptable to the Placement Agent, Pubco, VirtualScopics and their respective counsel and contain such legends and other information as such parties and their respective counsel may, from time to time, deem necessary and desirable to be set forth therein. “ Memorandum ” as used in this Agreement means Pubco’s Confidential Private Placement Memorandum dated September 30, 2005, inclusive of all annexes, and all amendments, supplements and appendices thereto.

1.       Appointment of Placement Agent . On the basis of the representations and warranties provided herein, and subject to the terms and conditions set forth herein, the Placement Agent is appointed as exclusive Placement Agent of Pubco during the Offering Period to assist Pubco in finding qualified subscribers for the Offering. On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts such appointment and agrees to perform its services hereunder in a professional and businesslike manner and to use its commercially reasonable best efforts to assist Pubco in finding subscribers of Units who qualify as “accredited investors,” as such term is defined in Rule 501 of Regulation D and to complete the Offering. The Placement Agent has no obligation to purchase any of the Units. Unless sooner terminated in accordance with this Agreement, the engagement of the Placement Agent hereunder shall continue until the later of the Termination Date or the Closing (as defined below). Prior to the Termination Date, neither Pubco nor VirtualScopics shall engage any other party to act as placement agent of any type of security (either debt or equity) of the either Pubco or VirtualScopics.

2.       Representations and Warranties .

The following representations and warranties of Pubco, only as to itself prior to the consummation of the Initial Closing and jointly, and severally with VirtualScopics after the consummation of the Initial Closing, and VirtualScopics, only as to itself prior to the consummation of the Initial Closing, and jointly and severally with Pubco after the consummation of the Initial Closing, contained in this Section 2 are true and correct as of the date of this Agreement:

(a)      Pubco is a corporation, and VirtualScopics is a limited liability company, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Except as disclosed in the Memorandum, neither Pubco nor VirtualScopics has any subsidiaries and does not have an equity interest in any other firm, partnership, association or other entity. Each of Pubco and VirtualScopics is duly qualified to transact business as a foreign corporation or limited liability company and is in good standing under the laws of each jurisdiction where the location of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on Pubco, VirtualScopics or their respective businesses.

(b)      Each of Pubco and VirtualScopics has all requisite power and authority to conduct its business as presently conducted and as proposed to be conducted, to enter into and perform its obligations under this Agreement and the share exchange agreement that will effect the Exchange Offer (the “ Share Exchange Agreement ”) and at the time of the Initial Closing Pubco will have all requisite power and authority to issue, sell and deliver the securities comprising the Units and the Placement Agent Warrants (as hereinafter defined). Upon due execution and delivery, this Agreement, the Subscription Agreement annexed to the Memorandum (the “ Subscription Agreement ”), the Warrants, the warrants to be issued to the Placement Agent at each closing of the Offering (“ Placement Agent Warrants ”) and the Share Exchange Agreement will constitute the valid and binding obligations of each of Pubco and VirtualScopics to the extent it is a party to such agreements or instruments, enforceable against each of Pubco and VirtualScopics in accordance with their respective terms, subject to any applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally, securities laws applicable to indemnification and contribution obligations of the kind set forth herein and to general equitable principles and the availability of specific performance.

(c)      None of the execution and delivery of, or performance by Pubco or VirtualScopics under this Agreement or the Subscription Agreement, the Warrants, the Placement Agent Warrants and the Share Exchange Agreement, will conflict with or violate, or will result in the creation or imposition of, any lien, charge or other encumbrance upon any of the assets of Pubco or VirtualScopics under any agreement or other instrument to which either Pubco or VirtualScopics is a party or by which either Pubco or VirtualScopics or their respective assets may be bound, or any term of the charter or by-laws of Pubco or the articles of organization or operating agreement of VirtualScopics, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Pubco, VirtualScopics or any of their respective assets.

(d)      None of the Units, the Warrants, the Placement Agent Warrants and the shares of Common Stock issuable upon exercise of the Warrants or the Placement Agent Warrants are subject to preemptive or similar rights of any stockholder or security holder of Pubco or an adjustment under the anti-dilution or exercise rights of any holders of any outstanding shares of capital stock, options, warrants or other rights to acquire any securities of Pubco.

(e)      Pubco agrees that no consent, authorization or filing of or with any United States court or government authority is required in connection with the consummation of the transactions contemplated herein, except for required filings with the United States Securities and Exchange Commission (the “ SEC ”) and applicable “Blue Sky” or state securities commissions relating specifically to the Offering.

(f)      The Memorandum does not, and will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(g)      The Memorandum has been prepared in conformity with all applicable law, and is in compliance with Regulation D, the Act and the requirements of all other rules and regulations (the “ Regulations ”) of the SEC relating to offerings of the type contemplated by the Offering, and the applicable securities laws and the rules and regulations of those jurisdictions wherein the Units are to be offered and sold other than foreign jurisdictions. The Units will be offered and sold pursuant to the registration exemption provided by Regulation D and Section 4(2) and/or Section 4(6) of the Act as a transaction not involving a public offering and the requirements of any other applicable state securities laws and the respective rules and regulations thereunder in those jurisdictions in the United States in which the Placement Agent notifies Pubco that the Units are being offered for sale. Neither Pubco nor VirtualScopics has taken, nor will either take, any action which conflicts with the conditions and requirements of, or which would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Regulation D or Section 4(2) and/or Section 4(6) of the Act. None of Pubco, its predecessors or, to Pubco’s knowledge, its affiliates, has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failing to comply with Section 503 of Regulation D.

(h)      Each of VirtualScopics and Pubco owns its property and assets free and clear of all mortgages, liens, loans, pledges, security interests, claims, equitable interests, charges, and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not materially impair Pubco’s or VirtualScopics’, ownership or use of such property or assets. With respect to the property and assets it leases, if any, each of Pubco and VirtualScopics is in compliance in all material respects with such leases and, to its knowledge, holds a valid leasehold interest free of any liens, claims, or encumbrances.

(i)      Pubco has authorized and outstanding the capital stock as set forth in the Memorandum as of the date set forth therein. All outstanding shares of capital stock of Pubco are duly authorized, validly issued and outstanding, fully paid and nonassessable. Except for warrants referred to in the Memorandum: (i) there are no outstanding options, warrants or other rights permitting or requiring Pubco or others to purchase or acquire any shares of capital stock or other equity securities of Pubco or to pay any dividend or make any other distribution in respect thereof; (ii) there are no securities issued or outstanding which are convertible into or exchangeable for shares of capital stock or other equity securities of Pubco and there are no contracts, commitments or understandings to which Pubco is a party, whether or not in writing, to issue or grant any such option, warrant, right or convertible or exchangeable security; (iii) no shares of stock or other securities of Pubco are reserved for issuance for any purpose; (iv) there are no voting trusts or other contracts, commitments, understandings, arrangements or restrictions of any kind to which Pubco is a party with respect to the ownership, voting or transfer of Units of stock or other securities of Pubco, including without limitation, any preemptive rights, rights of first refusal, proxies or similar rights and (v) no person holds a right to require Pubco to register any securities of Pubco under the Act or to participate in any such registration. The issued and outstanding shares of capital stock of Pubco conform to all statements in relation thereto contained in the Memorandum and the Memorandum describes all material terms and conditions thereof. All issuances by Pubco of its securities have been registered or were exempt from registration under the Act and any applicable state securities laws.

(j)      The financial statements, together with the related notes, of Pubco included in Pubco’s SEC filings present fairly in all material respects the financial position of Pubco as of the respective dates specified and the results of its operations and cash flow for the respective periods covered thereby. Except as set forth in such financial statements, Pubco has not incurred any material liabilities of any kind, whether accrued, absolute, contingent or otherwise or entered into any material transactions subsequent to December 31, 2004. The financial statements, together with the related notes, of VirtualScopics included in the Memorandum present fairly in all material respects the financial position of VirtualScopics as of the respective dates specified and the results of its operations and cash flow for the respective periods covered thereby. Except as set forth in such financial statements and in the Memorandum, VirtualScopics has not incurred any material liabilities of any kind, whether accrued, absolute, contingent or otherwise or entered into any material transactions subsequent to December 31, 2004.

(k)      The conduct of business by VirtualScopics as presently and proposed to be conducted is not subject to continuing oversight, supervision, regulation or examination by any governmental official or body of the United States or any other jurisdiction wherein VirtualScopics conducts or proposes to conduct such business, except as is described in the Memorandum or where such regulation is otherwise applicable to commercial enterprises generally. VirtualScopics has obtained all requisite licenses, permits and other governmental authorizations to conduct its business as presently conducted, except to the extent the failure to so obtain would not materially and adversely affect or could reasonably be expected to materially and adversely affect the business, financial condition, operations, prospects or property of Pubco or any of its subsidiaries, taken as a whole (a “ Material Adverse Effect ”). VirtualScopics has not received any notice of any violation of, or noncompliance with, any federal, state, local or foreign laws, ordinances, regulations and orders (including, without limitation, those relating to environmental protection, occupational safety and health, federal securities laws, equal employment opportunity, consumer protection, credit reporting, “truth-in-lending”, and warranties and trade practices) applicable to its business, the violation of, or noncompliance with, which would have a Material Adverse Effect, and VirtualScopics knows of no facts or set of circumstances which would give rise to such a notice.

(l)      Except as set forth in its SEC filings, no default by Pubco or, to the knowledge of Pubco, any other party exists in the due performance under any material agreements to which Pubco is a party or to which any of its assets are subject, other than defaults that would not have a Material Adverse Effect. Except as set forth in the Memorandum, no default by VirtualScopics or, to the knowledge of VirtualScopics, any other party exists in the due performance under any material agreements to which VirtualScopics is a party or to which any of its assets are subject, other than defaults that would not have a Material Adverse Effect.

(m)      Except as set forth in its SEC filings, there are no actions, suits, claims, hearings or proceedings pending before any court or governmental authority or, to the knowledge of Pubco, threatened, against Pubco, or involving its assets or any of its officers or directors (in their capacity as such) which, if determined adversely to Pubco or such officer or director, would have a Material Adverse Effect or adversely affect the transactions contemplated by this Agreement or the Share Exchange Agreement or the enforceability thereof. Except as set forth in the Memorandum, there are no actions, suits, claims, hearings or proceedings pending before any court or governmental authority or, to the knowledge of VirtualScopics, threatened, against VirtualScopics, or involving its assets or any of its officers or directors (in their capacity as such) which, if determined adversely to VirtualScopics or such officer or director, would have a Material Adverse Effect or adversely affect the transactions contemplated by this Agreement or the Share Exchange Agreement or the enforceability thereof.

(n)      Neither Pubco nor VirtualScopics is: (i) in violation of its charter or By-laws; (ii) in default of any indenture, mortgage, deed of trust, note or other agreement or instrument to which it is a party or by which it is or may be bound or to which any of its assets may be subject, the default of which would have a Material Adverse Effect; (iii) in violation of any statute, rule or regulation, the violation of which would have a Material Adverse Effect; or (iv) in violation of any judgment, decree or order applicable to it, which violation or violations individually, or in the aggregate, would have a Material Adverse Effect.

(o)      Except as set forth in the Memorandum, since June 30, 2005, there has been no: (i) material adverse change in the financial condition of VirtualScopics or (ii) damage, loss or destruction, whether or not covered by insurance, with respect to any material asset or property of VirtualScopics.

(p)      VirtualScopics has appropriate casualty and liability insurance coverage, in scope and amounts reasonable and customary for similar businesses.

(q)      Each of Pubco and VirtualScopics has made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject and which are due (unless and only to the extent that it has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes or has obtained an extension of the deadline for such filing) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. To Pubco’s knowledge, there are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of Pubco know of no basis for any such claim. Pubco has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, statue or local tax. To Pubco’s knowledge, none of Pubco’s tax returns is presently being audited by any taxing authority. To VirtualScopics’ knowledge, there are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of VirtualScopics know of no basis for any such claim. VirtualScopics has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, statue or local tax. To VirtualScopics’ knowledge, none of VirtualScopics’ tax returns is presently being audited by any taxing authority.

(s)      Pubco has filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials being collectively referred to herein as the “ SEC Filings ”). As of their respective dates, the SEC Filings complied in all material respects with the requirements of the Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Filings, when filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material agreements to which Pubco is a party have been filed as exhibits to the SEC Filings to the extent required. The financial statements of Pubco included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing.

(t)      Since the adoption of the Sarbanes-Oxley Act of 2002 (the “ New Act ”), Pubco has complied in all material respects with the laws, rules and regulation under the New Act to the extent applicable to Pubco.

(u)      Neither the sale of the Units hereunder nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto. Without limiting the foregoing, neither Pubco nor any of its subsidiaries (a) is a person whose property or interests in property are blocked pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) or (b) engages in any dealings or transactions, or be otherwise associated, with any such person. Pubco and its subsidiaries are in compliance with the USA Patriot Act of 2001 (signed into law October 26, 2001).

3.       Placement Agent Compensation .

(a)      Pubco shall cause to be delivered to the Placement Agent copies of the Memorandum and has consented, and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum in connection with the sale of the Units until the Termination Date, and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Units.

(b)      Pubco shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of Pubco and its affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.

(c)      As compensation for its services under this Agreement, at the Closing, subject to Section 3(e) below, the Placement Agent will receive a cash fee (the “ Placement Agent Fee ”) equal to 8% of the aggregate proceeds that Pubco receives from the sale of the Units and (ii) reimbursement of all reasonable out-of-pocket expenses, including the reasonable fees and expenses of counsel for the Placement Agent in connection with the Offering up to an aggregate amount of $55,000, (the “ Expense Reimbursement ”). Notwithstanding anything to the contrary contained herein, the Placement Agent shall reallow to Matrix USA, LLC that portion of the Placement Agent Fee that is attributable to sales of Units made by Matrix USA, LLC as sub-placement agent.

(d)      In addition to the Placement Agent Fee, subject to Section 3(e), Pubco shall at Closing sell to Placement Agent, or its designee(s), for consideration of $10.00, a four-year warrant to purchase such number of shares of Common Stock at an exercise price of $2.50 per share equal to 10% of the number of shares of Common Stock initially issuable upon the conversion of the Series A Preferred Stock sold in this Offering ( the “Placement Agent Warrants” ). The Placement Agent Warrants shall have the same registration rights as those afforded to investors in the Offering and shall contain provisions for cashless exercise. Notwithstanding anything to the contrary contained herein, the Placement Agent shall reallow to Matrix USA, LLC that portion of the Placement Agent Warrants that are attributable to sales of Units made by Matrix USA, LLC as sub-placement agent. VirtualScopics hereby consents to such reallowance.

(e)      With respect to the sale of the first 3,000 Units (i.e. gross proceeds of $3 million), the Placement Agent shall not be entitled to the Placement Agent Fee or to purchase Placement Agent Warrants with respect to sales of Units arranged through the officers or directors of VirtualScopics to certain pre-existing prospective investors. With respect to sales of Units after the sale of the first 3,000 Units (i.e. gross proceeds in excess of $3 million), the Placement Agent Fee shall be reduced from 8% to 2% with respect to sales of Units arranged through the officers or directors of VirtualScopics. Notwithstanding anything to the contrary contained herein, with respect to sales of Units arranged through the officers or directors of VirtualScopics (whether as part of the first 3,000 Units or thereafter) to: (i) Merck, (ii) Pfizer, (iii) Quest Diagnostics, (iv) NGN or (v) any of VirtualScopic’s other existing investors as of the date hereof, the Placement Agent shall not be entitled to purchase the Placement Agent Warrants.

(f)      To the extent there is more than one Closing, payment of the proportional amount of the Placement Agent Fee will be made out of the proceeds of subscriptions for the Units sold at each Closing and Placement Agent Warrants shall be issued at each Closing. Payment of the Expense Reimbursement incurred as of the date of each Closing, will be made out of the proceeds of subscriptions for Units at each Closing.

4.       Subscription and Closing Procedures.

(a)      The Units sold in the Offering will be sold pursuant to Subscription Agreements between Pubco and the investors in the Offering in the form annexed to the Memorandum.

(b)      All funds for subscriptions received from the sale of Units in the Offering will be deposited into the escrow account (the “ Escrow Account ”) established for such purpose with Signature Bank, New York, New York (the “ Escrow Agent ”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of the Escrow Agreement by and among the Placement Agent, VirtualScopics and the Escrow Agent. Pubco will pay all fees related to the establishment and maintenance of the Escrow Account.

(c)      If subscriptions for $3,000,000 of Units have been accepted prior to the expiration of the Initial Offering Period or any extension thereof, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the Initial Closing shall be held in accordance with the terms of the Subscription Agreements with respect to the Units sold at the offices of Greenberg Traurig, LLP, counsel to Pubco. Thereafter, additional closings may be held until the full $6.0 million of Units is sold. To the extent the over-allotment option is exercised, the remaining Units will continue to be offered and sold un