This CONSULTING AGREEMENT ("Agreement") is made and entered into as of the 1st day of January,
2009 (the “Effective Date”) by and between Merge Healthcare Incorporated, a Delaware corporation
("Merge Healthcare"), and Merrick RIS LLC ("Merrick RIS"). Hereinafter, either party may be referred to
individually as a “Party” or, collectively, as the “Parties.”
WHEREAS, Merrick RIS has a significant investment in Merge Healthcare and is interested in providing
certain management consulting, advice and technical services to Merge Healthcare in regards to Merge
Healthcare’s business; and
WHEREAS, Merge Healthcare desires to procure certain management consulting, expertise and technical
services from Merrick RIS pursuant to the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual benefits and promises contained herein, the sufficiency of
which is hereby acknowledged, the Parties hereto agree as follows.
1. Engagement . Merge Healthcare hereby engages Merrick RIS as an independent consultant to provide
management expertise and technical services and Merrick RIS hereby accepts such engagement. Merrick
RIS shall provide services that include but are not limited to investment relations, strategic planning, turn
around management and various business relationship introductions. The services provided hereunder are
provided on a non-exclusive basis and shall be undertaken by Merrick RIS at the direction of the Chief
Executive Officer of Merge Healthcare.
Services . All services offered hereunder are provided on a non-exclusive basis and as needed. In
consideration for the services and in order to reserve the availability of such services, Merge Healthcare
shall pay a quarterly fee to Merrick RIS as set forth herein.
3. Term and Termination .
a. Term . The term of this Agreement shall be twelve consecutive months running from the Effective
Date hereof and shall terminate