ESCROW AGREEMENT

Exhibit 10.2

ESCROW AGREEMENT

     THIS ESCROW AGREEMENT (this “ Agreement ”), is made and entered into as of this 21st day of May, 2008, by and among Merge Healthcare Incorporated, a Wisconsin corporation (“ Merge ”), SunTrust Bank, a Georgia banking corporation, as escrow agent hereunder (the “ Escrow Agent ”), and Merrick RIS, LLC, a Delaware limited liability company (“ Merrick ”).

BACKGROUND

     A. Merge, Merrick and certain subsidiaries of Merge have entered into that certain Securities Purchase Agreement, dated May 21, 2008 (the “ Purchase Agreement ”), pursuant to which Buyer will purchase newly issued shares of Common Stock of Merge and a new series of senior secured term notes of Merge.

     B. Under the Purchase Agreement, Merrick may have certain obligations to pay amounts to Merge upon (i) consummation of the transactions contemplated by the Purchase Agreement of (ii) a termination of the Purchase Agreement in accordance with Section 8 of the Purchase Agreement and Article III hereof.

     C. To secure these payment obligations, Merrick will deposit a the sum of $1,000,000 (such amount, as reduced from time to time by the payments provided for hereunder, the “Escrow Deposit”) with the Escrow Agent hereunder.

     D. Merge and Merrick desire to secure the services of the Escrow Agent, and the Escrow Agent is willing to provide such services pursuant to the terms and subject to the conditions of this Agreement.

     E. Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Purchase Agreement.

          NOW, THEREFORE, in consideration of these promises and the mutual and dependent promises hereinafter set forth, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I. APPOINTMENT OF ESCROW AGENT;

RESIGNATION AND SUCCESSOR

          Section 1.1 Appointment of Escrow Agent . Merge and Merrick each hereby appoints the Escrow Agent to serve as escrow agent under this Agreement. The Escrow Agent hereby accepts such appointment and upon receipt by wire transfer of the Escrow Deposit agrees to hold, invest and disburse the Escrow Deposit and any and all interest and income earned thereon in accordance with the terms hereinafter set forth.

          Section 1.2 Resignation and Removal of Escrow Agent; Appointment of Successor . The Escrow Agent acting at any time hereunder may resign at any time by giving at

least thirty (30) days’ prior written notice of resignation to Merge and Merrick, such resignation to be effective on the date specified in such notice. Merge and Merrick may at any time jointly remove the Escrow Agent, with or without cause, by giving at least thirty (30) days’ prior written notice of removal, signed by both Merge and Merrick, to the Escrow Agent. Upon the resignation or removal of the Escrow Agent, Merge and Merrick will jointly appoint a bank or trust company with a combined capital and surplus of at least One Hundred Million Dollars ($100,000,000) as successor Escrow Agent, by a written instrument delivered to such Escrow Agent whereupon such successor Escrow Agent will succeed to all the rights and obligations of the retiring Escrow Agent as of the effective date of resignation as if originally named herein. Upon such assignment of this Agreement, the retiring Escrow Agent will duly transfer and deliver the Escrow Deposit at the time held by the retiring Escrow Agent to the newly appointed escrow agent. If Merge and Merrick have failed to appoint a successor prior to the expiration of thirty (30) days following receipt of the notice of resignation or removal, the Escrow Agent may deposit the Escrow Deposit into the registry or custody of any court of competent jurisdiction and notify the other parties hereto of such deposit, and thereupon the Escrow Agent shall be discharged from all further duties as escrow agent hereunder. The Escrow Agent shall have no duty with respect to the designation or appointment of any successor escrow agent hereunder.

ARTICLE II. ESCROW ARRANGEMENTS

          Section 2.1 Liability Secured by the Escrow Deposit . Merge and Merrick hereby agree, and the Escrow Agent acknowledges, that this Agreement has been executed and delivered and the Escrow Account (as defined in Section 2.2(b) hereof) is hereby established to facilitate the payment of Merrick’s obligations under the Purchase Agreement. The Escrow Deposit will be disbursed only in accordance with Article III hereof.

          Section 2.2 Delivery of the Escrow Deposit .

          (a) Simultaneously with the execution of this Agreement, Merrick will deliver or cause to be delivered to the Escrow Agent the Escrow Deposit by wire transfer of immediately available funds.

          (b) The Escrow Agent will hold the Escrow Deposit in an escrow account (the “ Escrow Account ”) for the benefit of Merrick and Merge. The Escrow Deposit will not be subject to any lien or attachment of any creditor or any party thereto and will be used solely for the purposes and subject to the conditions set forth in this Agreement.

          (c) Except for the release of the Escrow Deposit pursuant to Article III hereof, and any transfer thereof pursuant to Section 1.2 hereof or payment of earnings thereon pursuant to Section 2.4 hereof, the Escrow Agent will not sell or transfer any of the Escrow Deposit.

          Section 2.3 Investment of the Escrow Deposit . The Escrow Agent is hereby authorized and directed to invest moneys held in the Escrow Account in savings accounts with, repurchase agreements, or certificates of deposit issued by, federally chartered banks or trust companies, the assets of which are at least $100,000,000 in excess of their liabilities, or a RidgeWorth Money Market Fund (the “ Permitted Investments ”). Unless jointly instructed

otherwise in writing by Merrick and Merge, the Escrow Agent shall invest all funds held pursuant to this Agreement in a RidgeWorth Money Market Fund.

          Except as provided in this Section 2.3, the Escrow Agent will have no power or duty to invest the Escrow Deposit or to make substitutions therefor or to sell, transfer or otherwise dispose of investments acquired hereunder, provided, however, the Escrow Agent shall have the right to liquidate any investment held in order to provide funds necessary to make required payments under this Agreement.

          Merge and Merrick recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys held in the Escrow Account or the purchase, sale, retention or other disposition of any Permitted Investment. The Escrow Agent shall have no liability for any loss resulting from investments made in accordance with the provisions of this Agreement.

          The Escrow Agent shall send statements to Merge and Merrick reflecting activity in the Escrow Account upon the request of Merge or Merrick (but not more frequently than on a monthly basis). Although each of Merge and Merrick recognizes that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, Merge and Merrick hereby agree that confirmations of Permitted Investments are not required to be issued by the Escrow Agent for each month in which a monthly statement is rendered. No statement need be rendered for the Escrow Account if no activity occurred for such month.

          Section 2.4 Earnings on Escrow Deposit; Tax Liabilities . Interest and other earnings on the Escrow Deposit shall be paid to Merrick quarterly by the Escrow Agent and any remaining amount promptly upon the final release of any balance of the Escrow Deposit pursuant to this Agreement. Any tax liabilities arising from such interest or other earnings shall be for the account of Merrick. On or before the execution and delivery of this Agreement, Merrick shall provide to the Escrow Agent a completed Form W-9. Notwithstanding anything to the contrary herein provided, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Agreement or any income earned thereon.

ARTICLE III. RELEASE OF THE ESCROW DEPOSIT

          Section 3.1 Release upon the Closing Date . Upon the receipt of joint written instructions signed by an authorized officer of Merge and Merrick directing the Escrow Agent to release the Escrow Deposit, the Escrow Agent will release to Merge the Escrow Deposit in accordance with such instructions as partial satisfaction of the Purchase Price under the Purchase Agreement.

          Section 3.2 Release upon the Termination of the Purchase Agreement .

          (a) In the event that Merge terminates the Purchase Agreement in accordance with Section 8(a) of the Purchase Agreement and (i) all of the conditions set forth in Section 7 of the Purchase Agreement to have been satisfied by the Companies prior to the Closing have been so satisfied or waived by the Buyer and (ii) Merge suffers damages as a result of Merrick’s breach of the Purchase Agreement, Merge may deliver to the Escrow Agent (with a copy to

Merrick) a written notice (a “ Notice of Claim ”) (i) setting forth a description of damages relating to Merrick’s breach of the Purchase Agreement (a “ Termination Claim ”), (ii) providing evidence satisfactory to the Escrow Agent that the Termination Claim has been delivered to Merrick and (iii) containing wire transfer instructions.

          (b) If Merrick objects to the Termination Claim, Merrick will, within five (5) business days after Merrick’s receipt of the Notice of Claim (the “ Reply Period &rdq