This Consulting Agreement (the "AGREEMENT") is made and entered into as of June 1, 1996 by and between
Robert T. Geras ("CONSULTANT") and Merge Technologies Incorporated, a Wisconsin corporation (the
R E C I T A L S:
A. Consultant has provided extensive consulting and advisory service to the Company over the past six years.
B. The Company desires to continue to avail itself from time to time of Consultant's extensive experience in
business and financing matters by continuing to engage Consultant in the capacity of a consultant to the Company
on the terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the agreements, covenants and conditions contained
herein, Consultant and the Company hereby agree as follows:
SECTION 1.1 Position; Term; Responsibilities. The Company shall retain Consultant to perform the services
described in Section 1.2 for a term commencing on the date hereof and ending on the three-year anniversary of
the date hereof or such earlier date upon which this Agreement may be terminated (the "CONSULTING
PERIOD"). The Company shall have the right to terminate this Agreement following sixty (60) days written notice
by the Company for Consultant's refusal to perform, or his substantial neglect of, the duties assigned to
Consultant hereunder, but such termination shall not relieve the Company of the obligation to pay the amounts
due to the Consultant under
SECTION 1.2 Performance of Consulting Services. During the Consulting Period, Consultant shall perform and
faithfully discharge such consulting services to the Company as the Company may assign to him, on an as-needed
basis, when mutually convenient.
SECTION 1.3 Consultant's Relationship to the Company. Consultant's relationship hereunder to the Company is
one of independent contractor and nothing contained in this Agreement shall be construed to imply that he is an
agent or employee of the Compan