WILLIAM C. MORTIMORE      
 
                       EMPLOYMENT AGREEMENT
                             ----------------------
 
        THIS AGREEMENT ("Agreement") is made and entered into as of March 1,
2004 by and between WILLIAM C. MORTIMORE (the "Executive") and MERGE
TECHNOLOGIES INCORPORATED, a Wisconsin corporation (the "Company").  The terms
of this Agreement shall supercede the terms of the Employment Agreement dated
December 21, 2001 as amended.
 
                                 R E C I T A L S:
 
        A.      The Company is engaged in the provision of medical diagnostic
imaging connectivity hardware, software and consulting solutions for healthcare
facilities.  The business in which the Company is engaged in time-to-time
during the term of this Agreement, inclusive of those new lines of business, if
any, in which the Company is working toward entering from time-to-time are
hereinafter collectively referred to as the "Business"; and
 
        B.      The Company desires to employ the Executive and the Executive
desires to accept such employment;
 
        NOW THEREFORE, in consideration of the promises, mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Executive do hereby agree as follows:
 
        1.      Employment and Duties. On the terms and subject to the
conditions set forth in this Agreement, the Company agrees to employ the
Executive as the Chief Strategy Officer of the Company to perform such duties
as are consistent with such position(s) as may be assigned, from time to time,
by the Board of Directors (the "Board") or Chief Executive Officer of the
Company and to render such additional services and discharge such other
responsibilities as the Board or Chief Executive Officer may, from time to
time, stipulate consistent with such senior management position.
 
        2.      Performance. The Executive accepts the employment described in
Section 1 of this Agreement and agrees to devote three days a week, consisting
of approximately 30 hours per week, to the faithful and diligent performance
of the services described herein, including the performance of such other
services and responsibilities as the Board or Chief Executive Officer may, from
time to time, stipulate consistent with such senior management position. The
time requirement shall be revisited on a quarterly basis.
 
        3.      Term. The term of Executive's employment with the Company under
this Agreement commenced as of the date hereof (the "Commencement Date").  The
term of employment shall remain in effect until terminated by either Executive
 
 
<PAGE e10.2-1>
 
 
or the Company by giving thirty (30) days written notice of termination.  The
period of time in which Executive is employed shall constitute the "Employment
Period," and each calendar year or portion of a calendar year during the
Employment Period is hereinafter sometimes referred to as a "Year."  The parties
agree that this Agreement may be terminated subject to the aforesaid notice
requirement by either party without cause or good reason at any time, and if by
mutual consent without the obligation to pay any severance.  The Board of
Directors or appropriate committee thereof will review the Employment Agreement
at its sole discretion, but no less frequently than every three (3) years
subsequent to the date of this Agreement.
 
        4.      Salary. For all the services to be rendered by the Executive
hereunder, commencing as of November 1, 2003 the Company agrees to pay a salary
at a rate of no less than Eight Thousand Three Hundred Thirty-Three Dollars
($8,333.00) per month, payable in the manner and frequency in which the
Company's payroll is customarily handled, and subject to increase at the time
annual reviews of the salaries of other senior executive officers are to be
conducted ("Salary").
 
        5.      Bonus. The Executive shall be eligible for an annual performance
bonus of up to ten percent (10%) of Salary, dependent on achievement of defined
Company and individual performance targets.  As an Executive Officer of the
Company, adjustments to compensation package, including base pay, annual bonus
and annual stock option awards, will be recommended by the Chief Executive
Officer of the Company and subject to approval of the Board of Directors of
the Company or appropriate committee thereof.  For each Year the annual
performance bonus is to be paid, it shall be paid within thirty (30) days of
the completion of the year-end financial statements for that Year, but in no
event later than May 31 of the following year. The Chief Executive Officer,
subject to approval of the Board of Directors or appropriate committee thereof,
may change the bonus target annually and any dispute as to whether Executive
met the performance targets for a Year shall be determined conclusively by the
Chief Executive Officer and Compensation Committee of the Board.
 
        6.      Paid Time Off. The Executive shall be entitled to paid time
off for vacation, illness, holiday and personal reasons in accordance with the
Company's paid time off policy at the rate offered to the most senior employees
of the Company with the longest tenure. Paid time off shall be appropriately
adjusted for all purposes on a pro rata basis to take into account Executive's
part-time status.
 
        7.      Disability Benefit. If at any time during the Employment Period
the Executive is unable to perform fully the material and substantial duties
hereunder by reason of illness, accident, or other disability (as confirmed by
competent medical evidence by a physician selected by the Executive Committee),
the Executive shall be entitled to receive periodic payments of Salary to which
he would otherwise be entitled pursuant to Section 4 of this Agreement by
reason of his employment for a period of ninety (90) days. Notwithstanding the
foregoing provision (i) the amounts payable to the Executive pursuant to this
Section 7 shall be reduced by any amounts received by the Executive with respect
to any such incapacity pursuant to any insurance policy, plan, or other
employee benefit provided to the Executive by the Company; and (ii) in no event
will the terms of this Agreement supersede any health or disability benefit to
which Executive is entitled under applicable state or federal law.
 
 
<PAGE e10.2-2>
 
 
        8.      Stock Options. Stock options may be awarded to Executive on an
annual or other basis pending recommendation and approval by the Chief Executive
Officer and Board.
 
        9.      Change in Control. In the event of a "change in control" of the
Company ("change in control" of the Company shall mean a change in the ownership
of fifty percent (50%) or more of the outstanding stock of the Company in a
single transaction or series of transactions effected by a third party or third
parties acting in concert or a change of fifty percent (50%) or more of the
members of the Board in a single transaction or series of transactions effected
by any third party or third parties acting in concert, other than pursuant to
nomination of a new slate of directors where there has been no material change
in beneficial ownership of the Company within 365 days preceding such
nomination), all of the options will immediately vest and become exercisable.
In the event of a change in control as (described above) and if the Executive
is:  (i) involuntarily terminated within 365 days following the change in
control; or (ii) voluntarily terminates his employment with the Company within
365 days, following either:  (a) any reduction in Executive's responsibilities
or authority with respect to the Business; (b) a reduction in Executive's
compensation package, including then current salary, in effect immediately
prior to the change in control; or (c) the Company's principal place of
business is relocated more than 30 miles further from the Company's current
headquarters location as of the date of this Agreement; then the Executive will
be entitled to (A) twelve months  then current Salary as a change in control
allowance, to be paid in a single payment within thirty (30) days of such
termination of Executive's employment, plus (B) an amount equal to the maximum
amount of  the Executive's bonus set forth in Section 5 for the plan year in
which the Executive's effective date of termination occurs without regard to
the achievement of performance targets ,  to be paid in a single payment
within thirty (30) days of the termination of Executive's employment, and
(C) a continuation of the welfare benefits of health care, life and accidental
death and dismemberment, and disability insurance coverage (collectively,
"Supplemental Benefits") for twelve (12) months after the effective date of
termination. These benefits shall be provided at the same cost to the
Executive (if any), and at the same coverage level, as in effect as of the
Executive's effective date of termination. However, in the event the premium
cost and/or level of coverage shall change for all management employees with
respect to Supplemental Benefits, the cost and/or coverage level, likewise,
shall change for the Executive in a corresponding manner. The continuation
of Supplemental Benefits shall be discontinued in the event Executive has
available substantially similar welfare benefits at a comparable cost from
a subsequent employer.
 
        In addition, upon a "change of control" as defined above, the Company
will deposit Fifty Thousand Dollars ($50,000) into an interest-bearing escrow
account (the "Escrow") to be held by a third party mutually acceptable to the
Executive and the Company. The cost of such escrow shall be paid by the Company
  The purpose of the escrow shall be to provide Executive a "stay bonus" to
help assure a smooth transition if the acquiror in a change of control
transaction requests that Executive continue his employment with the Company in
 
 
<PAGE e10.2-3>
 
 
an executive or managerial capacity suitable for Executive's background,
although not necessarily the same position previously occupied by Executive.
The compensation, bonus and benefits to be paid to Executive during such period
following the change in control must be at least the same as paid or provided
prior to closing except for minor changes in Supplemental Benefits.  Executive's
services pursuant to this paragraph shall be performed in Milwaukee, Wisconsin
except for travel consistent with Executive's position prior to the change in
control. The total amount in such Escrow, including interest thereon, will be
paid to the Executive twelve months following the change in control if Executive
has substantially performed the services requested to be performed by the
acquiror following such change of control transaction.  If the acquiror does not
request Executive's service after the change in control, no amount shall be paid
to Executive from the Escrow. If the acquiror requests less than a full year of
service, a pro rata amount of the Escrow shall be paid to Executive based upon
the number of months or partial months worked divided by twelve.  At the end of
the stay bonus performance period Executive shall have a period of thirty days
following the termination of such services or 365 days following the change of
control, whichever is later, to terminate his services with the Company and be
entitled to receive the change of control payments in addition to the stay
bonus described in this paragraph.
 
        10.     Other Benefits. Except as otherwise specifically provided
herein, during the Employment Period, the Executive shall be eligible for all
non-wage benefits the Company provides generally for its other salaried
employees.
 
        11.     Business Expenses.
 
        (a)     Reimbursement.  The Company shall reimburse the Executive for
the reasonable, ordinary, and necessary business expenses incurred by him in
connection with the performance of his duties hereunder, including, but not
limited to, ordinary and necessary travel expenses and entertainment expenses
and mobile phone expenses.
 
        (b)     Accounting.  The Executive shall provide the Company with an
accounting of his expenses, which accounting shall clearly reflect which
expenses are reimbursable by the Company. The Executive shall provide the
Company with such other supporting documentation and other substantiation of
reimbursable expenses as will conform to Internal Revenue Service or other
requirements. All such reimbursements shall be payable by the Company to the
Executive promptly after receipt by the Company of appropriate documentation
therefor.
 
        12.     Severance.  In the event that the Executive is terminated for
any reason other than gross negligence, commission of a felony or material
violation of any established Company policies, the Company shall pay the
Executive, as a severance allowance, (A) an amount equal to six (6) months of
his then current Salary plus (B) an amount equal to the maximum amount of the
Executive's bonus set forth in Section 5 for the plan year in which the
Executive's effective date of termination occurs without regard to the
achievement of performance targets,  and (C) a continuation of the welfare
benefits of health care, life and accidental death and dismemberment, and
disability insurance coverage (collectively, "Supplemental Benefits") for
twelve (12) months after the effective date of termination. These benefits
 
 
<PAGE e10.2-4>
 
 
shall be provided at the same cost to the Executive (if any), and at the same
coverage level, as in effect as of the Executive's Effective Date of
Termination. However, in the event the premium cost and/or level of coverage
shall change for all management employees with respect to Supplemental
Benefits, the cost and/or coverage level, likewise, shall change for the
Executive in a corresponding manner.   The amount of the severance allowance
provided for in subsections (A) and (B) of this Section 12 shall be paid in a
single lump sum within thirty (30) days of the termination of the Executive's
employment.  From time to time, the Executive's severance allowance shall be
subject to review and upward adjustment at the time reviews and adjustments of
the severance allowance for other senior executives of Company are to be
conducted.  Notwithstanding anything to the contrary contained herein, in
the event the Executive elects to receive (pursuant to the operation of
Section 9) twelve (12) months' then current salary following a change in
control event and Executive's voluntary or involuntary termination, then
Executive shall not be entitled to any payment of severance pursuant to this
Section 12.  In the event a change in control occurs and the Executive is not
entitled to twelve (12) months' then current salary pursuant to Section 9, then
the Executive shall continue to be entitled to receive severance payments per
this Section 12.
 
        13.     Surrender of Properties. Upon termination of the Executive's
employment with the Company, regardless of the cause therefor, the Executive
shall promptly surrender to the Company all property provided him by the
Company for use in relation to his employment, and, in addition, the Executive
shall surrender to the Company any and all confidential sales materials, lists
of customers and prospective customers, price lists, files, patent
applications, records, models, or other materials and information of or
pertaining to the Company or its customers or prospective customers or the
products, Business, and operations of the Company in his possession.
 
        14.     Inventions and Secrecy. Except as otherwise provided in this
Section 14, the Executive:
 
        (a)     shall hold in a fiduciary capacity for the benefit of the
Company all secret or confidential information, knowledge, or data of the
Company or its Business or production operations obtained by the Executive
during his employment by the Company, which shall not be generally known to the
public or recognized as standard practice (whether or not developed by the
Executive) and shall not, during his employment by the Company and after the
termination of such employment for any reason, communicate or divulge any such
information, knowledge or data to any person, firm or corporation other than
the Company or persons, firms or corporations designated by the Company;
 
        (b)     shall promptly disclose to the Company all inventions, ideas,
devices, and processes made or conceived by him alone or jointly with others,
from the time of entering the Company's employ until such employment is
terminated, relevant or pertinent in any way, whether directly or indirectly,
to the Company's Business or production operations or resulting from or
suggested by any work which he may have done for the Company or at its
request;
 
 
<PAGE e10.2-5>
 
 
        (c)     shall, at all times during his employment with the Company,
assist the Company (entirely at the Company's expense) to obtain and develop
for the Company's benefit patents on such inventions, ideas, devices and
processes, whether or not patented; and
 
        (d)     shall do all such acts and execute, acknowledge and deliver
all such instruments as may be necessary or desirable in the opinion of the
Company to vest in the Company the entire interest in such inventions, ideas,
devices, and processes referred to above.
 
        The foregoing to the contrary notwithstanding, the Executive shall
not be required to assign or offer to assign to the Company any of the
Executive's rights in any invention for which no equipment, supplies,
facility, or trade secret information of the Company was used and which was
developed entirely on the Executive's own time, unless:  (A) the invention
related to (i) the Business of the Company; or (ii) the Company's actual or
demonstrably anticipated (with the realistic prospect of occurring) research
or development; or (B) the invention results from any work performed by the
Executive for the Company. The Executive acknowledges his prior receipt of
written notification of the limitation set forth in the preceding sentence
on the Executive's obligation to assign or offer to assign to the Company
the Executive's rights in inventions.
 
        15.     Confidentiality of Information: Duty of Non-Disclosure.
 
        (a)     The Executive acknowledges and agrees that his employment by
the Company under this Agreement necessarily involves his understanding of and
access to certain trade secrets and confidential information pertaining to the
Business of the Company. Accordingly, the Executive agrees that after the date
of this Agreement at all times he will not, directly or indirectly, without the
express consent of the Company, disclose to or use for the benefit of any
person, corporation or other entity, or for himself any and all files, trade
secrets or other confidential information concerning the internal affairs of
the Company, including, but not limited to, information pertaining to its
customers, prospective customers, services, products, earnings, finances,
operations, methods or other activities, provided, however, that the foregoing
shall not apply to information which is of public record or is generally known,
disclosed or available to the general public or the industry generally, or
known by Executive prior to his employment with the Company. Further, the
Executive agrees that he shall not, directly or indirectly, remove or retain,
without the express prior written consent of the Company, and upon termination
of this Agreement for any reason shall return to the Company, any confidential
figures, calculations, letters, papers, records, computer disks, computer
print-outs, lists, documents, instruments, drawings, designs, programs,
brochures, sales literature, or any copies thereof, or any information or
instruments derived therefrom, or any other similar information of any type or
description, however such information might be obtained or recorded, arising
out of or in any way relating to the Business of the Company or obtained as a
result of his employment by the Company. The Executive acknowledges that all
of the foregoing are proprietary information, and are the exclusive property
of the Company. The covenants contained in this Section 15 shall survive the
termination of this Agreement.
 
 
<PAGE e10.2-6>
 
 
        (b)     The Executive agrees and acknowledges that the Company does
not have any adequate remedy at law for the breach or threatened breach by
the Executive of his covenant, and agrees that the Company shall be entitled
to injunctive relief to bar the Executive from such breach or threatened
breach in addition to any other remedies which may be available to the
Company at law or in equity.
 
        16.     Covenant Not to Compete; Corporate Opportunities.
 
        (a)     During Employment Period.  During the Employment Period, the
Executive shall not, without the prior written consent of the Company, which
consent may be withheld at the sole and reasonable discretion of the Company,
engage in any other business activity for gain, profit, or other pecuniary
advantage (excepting the investment of funds in such form or manner as will not
require any services on the part of the Executive in the operation of the
affairs of the companies in which such investments are made) or engage in or
in any manner be connected or concerned, directly or indirectly, whether as an
officer, director, stockholder, partner, owner, employee, creditor, or
otherwise, with the operation, management, or conduct of any business that
competes with the Business of the Company.
 
        (b)     Following Termination of Employment Period.  Within the two
(2) year period immediately following the end of the Employment Period,
regardless of the reason therefore, the Executive shall not engage in the
following, but only to the extent that these activities compete in a similar
Business to the Company, without the prior written consent of the Company,
which consent may be withheld at the sole discretion of the Company: (A)
engage in or in any manner be connected or concerned, directly or
indirectly, whether as an officer, director, stockholder, partner, owner,
employee, creditor, or otherwise with the operation, management, or
conduct of any business similar to the Business being conducted at the
time of such termination within a 100-mile radius from Milwaukee,
Wisconsin; (B) directly solicit, contact, interfere with, or divert any
customer served by the Company for the Business, or any prospective customer
identified by or on behalf of the Company, during the Executive's employment
with the Company; or (C) directly solicit any employee then employed by the
Company or previously employed by the Company within the one year period
preceding termination of the Executive's employment with the Company to join
the Executive, whether as a partner, agent, employee or otherwise, in any
enterprise engaged in a business similar to the Business of the Company being
conducted at the time of such termination.
 
        (c)     Acknowledgment.  The Executive acknowledges that the
restrictions set forth in Section 16 are reasonable in scope and essential to
the preservation of the Business of the Company and proprietary properties and
that the enforcement thereof will not in any manner preclude the Executive, in
 
 
<PAGE e10.2-7>
 
 
the event of the Executive's termination of employment with the Company, from
becoming gainfully employed in such manner and to such extent as to provide a
standard of living for himself, the members of his family, and those dependent
upon him of at least the sort and fashion to which he and they have become
accustomed and may expect.
 
        (d)     Severability.  The covenants of the Executive contained in
Section 16 of this Agreement shall each be construed as an agreement
independent of any other provision in this Agreement, and the existence of
any claim or cause of action of the Executive against the Company, whether
predicated on this Agreement or otherwise, shall not constitute a defense to
the enforcement by the Company of such covenants. Both parties hereby
expressly agree and contract that it is not the intention of either party to
violate any public policy, or statutory or common law, and that if any
sentence, paragraph, clause, or combination of the same of this Agreement is
in violation of the law, such sentence, paragraph, clause or combination of
the same shall be void, and the remainder of such paragraph and this Agreement
shall remain binding on the parties to make the covenants of this Agreement
binding only to the extent that it may be lawfully done. In the event that any
part of any covenant of this Agreement is determined by a court of law to be
overly broad thereby making the covenant unenforceable, the parties hereto
agree, and it is their desire, that such court shall substitute a judicially
enforceable limitation in its place, and that as so modified the covenant
shall be binding upon the parties as if originally set forth herein.
 
        (e)     Corporate Opportunities.  Executive acknowledges that he has
various fiduciary duties to the Company as an officer, director and founder
of the Company including the duty not to violate the corporate opportunity
doctrine.  Such doctrine, in general, prohibits Executive from diverting to
himself opportunities which by right belong to the Company. Executive
acknowledges that he owes a duty to the Company to advance its legitimate
interests when the opportunity to do so arises.  Executive acknowledges that
he is prohibited from (a) taking for himself personally opportunities that are
discovered through the use of corporate property, information or position; (b)
using corporate property, information, or position for personal gain; and (c)
competing with the Company, without the express consent of the Company.   In
the event Executive seeks a waiver of any opportunity which should first be
offered to the Company or any of its subsidiaries pursuant to Wisconsin law,
he shall first seek the approval of the Executive Committee or such other
committee, or full Board, to which the Executive Committee refers such
decision.  Executive agrees to abstain from voting as a director on any
such matter.
 
        17.     Arbitration.
 
        (a)     Subject to the terms of Section 19(h) below, upon presentation
of a written claim or claims (collectively "Claims") arising out of or relating
to this Agreement, or the breach hereof, by an aggrieved party, the other party
shall have thirty (30) days in which to make such inquiries of the aggrieved
 
 
<PAGE e10.2-8>
 
 
party and conduct such investigations as it believes reasonably necessary to
determine the validity of the Claims. At the end of such period of
investigation, the complained of party shall either pay the amount of the Claims
or the arbitration proceeding described in Section 17(b) shall be invoked,
subject to the terms of Section 17(g) below.
 
        (b)     In the event that the Claims are not settled by the procedure
set forth in Section 17(a), the Claims shall be submitted to arbitration
conducted in accordance with the Commercial Arbitration Rules ("Rules") of the
American Arbitration Association ("AAA") except as amplified or otherwise
varied hereby.
 
        (c)     The parties shall submit the dispute to the Milwaukee,
Wisconsin regional office of the AAA and the situs of the arbitration shall be
Milwaukee, Wisconsin.
 
        (d)     The arbitration shall be conducted by a single arbitrator. The
parties shall appoint the single arbitrator to arbitrate the dispute within ten
(10) business days of the submission of the dispute.  In the absence of
agreement as to the identity of the single arbitrator to arbitrate the dispute
within such time, the AAA is authorized to appoint an arbitrator in accordance
with the rules, except that the arbitrator shall have as his principal place of
business the Milwaukee, Wisconsin metropolitan area.
 
        (e)     The single arbitrator selected by AAA shall be an attorney
licensed to practice by the State of Wisconsin.
 
        (f)     Anything in the Rules to the contrary notwithstanding, the
arbitration award shall be made in accordance with the following procedure:
(i) in the event the dispute involves monetary relief, each party shall, at
the commencement of the arbitration hearing, submit an initial statement of
the amount each party proposes be selected by the arbitrator as the arbitration
award ("Settlement Amount"). During the course of the arbitration, each party
may vary its proposed Settlement Amount. At the end of the arbitration hearing,
each party shall submit to the arbitrator its final Settlement Amount ("Final
Settlement Amount"), and the arbitrator shall be required to select either one
or the other Final Settlement Amounts as the arbitration award without
discretion to select any other amount as the award. The arbitration award shall
be paid within thirty (30) business days after the award has been made,
together with interest from the date of award at the rate of nine percent (9%).
Judgment upon the award may be entered in any federal or state court having
jurisdiction over the parties; (ii) in the event the dispute involves the
interpretation of this Agreement, each party shall submit an initial statement
of the interpretation each party proposes be selected by the arbitrator as the
arbitration award ("Proposed Interpretation"). During the course of the
arbitration, each party may vary its Proposed Interpretation. At the end of
the arbitration hearing, each party shall submit to the arbitrator its final
Proposed Interpretation, and the arbitrator shall select either one or the other
final Proposed Interpretations, or a reasonable alternative, as the arbitration
award. Judgment upon the award may be entered in any federal or state court
having jurisdiction over the parties.
 
 
<PAGE e10.2-9>
 
 
        (g)     Notwithstanding anything to the contrary contained herein, any
matter which pursuant to the terms of this Agreement is to be resolved by the
Board or the Executive Committee of the Board in its sole discretion shall be
so resolved without arbitration.
 
        18.  Excise Tax Equalization Payment
 
        (a)     Excise Tax Equalization Payment. Notwithstanding anything
contained in this Agreement or any other agreement between Executive and the
Company to the contrary, in the event that the Executive  becomes entitled to
severance benefits or any other payment or benefit under this Agreement, or
under any other agreement with or plan or compensation arrangement with the
Company, its subsidiaries or affiliates (in the aggregate, the "Total
Payments"), if all or any part of the Total Payments will be subject to the
tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar
tax that may hereafter be imposed), the Company shall pay to the Executive in
cash an additional amount (the "Gross-Up Payment") such that the net amount
retained by the Executive after deduction of any Excise Tax upon the Total
Payments and any federal, state, and local income or employment tax,
penalties, interest, and Excise Tax upon the Gross-Up Payment provided for
by this Section 18  (including FICA and FUTA), shall be equal to the Total
Payments. Such payment shall be made by the Company to the Executive as
soon as practical following the effective date of change in control but in
no event beyond thirty (30) days from such date or the determination that
Excise tax is required to be imposed.
 
        (b)     Tax Computation. For purposes of determining whether any of
the Total Payments will be subject to the Excise Tax and the amounts of such
Excise Tax:
 
               (i)     The Change in Control or severance benefits and any
        other payments or benefits received or to be received by the Executive
        in connection with a Change in Control of the Company or the Executive's
        termination of employment (whether pursuant to the terms of this
        Agreement or any other plan, arrangement, or agreement with the Company
        and subsidiaries or affiliates, or with any Person whose actions result
        in a Change in Control of the Company or any Person affiliated with the
        Company or such Persons) shall be treated as "parachute payments"
        within the meaning of Section 280G(b)(2) of the Code, and all "excess
        parachute payments" within the meaning of Section 280G(b )(1) shall be
        treated as subject to the Excise Tax, unless in the opinion of a
        nationally recognized tax counsel selected by the Company's independent
        auditors and reasonably acceptable to the Executive: (A) the Severance
        Benefits and such other payments or benefits (in whole or in part) do
        not constitute parachute payments; (B) such excess parachute payments
        (in whole or in part) represent reasonable compensation for services
        actually rendered within the meaning of Section 280G(b)(4) of the Code
        in excess of the base amount within the meaning of Section 280G(b)(3)
        of the Code; or (iii) are otherwise not subject to the Excise Tax;
 
 
<PAGE e10.2-10>
 
 
               (ii)    The amount of the Total Payments which shall be treated
        as subject to the Excise Tax shall be equal to the lesser of: (A) the
        total amount of the Total Payments; or (B) the amount of excess
        parachute payments within the meaning of Section 280G(b)(1) (after
        applying clause (i) above); and
 
               (iii)   The value of any noncash benefits or any deferred
        payment or benefit shall be determined by the Company's independent
        auditors in accordance with the principles of Sections 280G(d)(3) and
        (4) of the Code.
 
For purposes of determining the amount of the Gross-Up Payment, the Executive
shall be deemed to pay federal income taxes at the highest marginal rate of
federal income taxation in the calendar year in which the Gross-Up Payment is
to be made, and state and local income taxes at the highest marginal rate of
taxation in the state and locality of the Executive's residence on the Effective
Date of Change in Control or Termination.,
 
        (c)     Subsequent Recalculation. In the event the Internal Revenue
Service adjusts the computation of the Company under Section 18 herein so that
the Executive did not receive the greatest net benefit, the Company shall
reimburse the Executive for the full amount necessary to make the Executive
whole, plus a market rate of interest, as determined by the national tax counsel
referred to above.
 
        (d)     Costs of Calculations. The Company agrees to bear all costs
associated with this Section.
 
        19.     General Provisions.
 
        (a)     Goodwill. The Company has invested substantial time and money in
the development of its products, services, territories, advertising and
marketing thereof, soliciting clients and creating goodwill. By accepting
employment with the Company, the Executive acknowledges that the customers are
the customers of the Company, and that any goodwill created by the Executive
belongs to and shall inure to the benefit of the Company.
 
        (b)     Notices.  Any notice required or permitted hereunder shall be
made in writing (i) either by actual delivery of the notice into the hands of
the party thereunder entitled, or (ii) by depositing the notice with a
nationally recognized overnight delivery service, all shipping costs prepaid
and addressed to the party to whom the notice is to be given at the party's
respective address set forth below, or such other address as the parties may
from time to time designate by written notice as herein provided.
 
<PAGE e10.2-11>
 
        As addressed to the Company:
 
        Merge Technologies Incorporated
        1126 South 70th Street
        Milwaukee, Wisconsin 53214-3151
        Attention:  Chief Executive Officer
        With a copy to:
 
        Shefsky & Froelich Ltd.
        444 North Michigan Avenue
        Suite 2500
        Chicago, Illinois 60611
        Attention: Mitchell D. Goldsmith, Esquire
 
        As addressed to the Executive:
 
        Mr. William C. Mortimore
        To his last address as appears on the
        records of the Company
 
 
The notice shall be deemed to be received on the date of its actual receipt by
the party entitled thereto.
 
        (c)     Amendment and Waiver.  No amendment or modification of this
Agreement shall be valid or binding upon the Company unless made in writing and
signed by an officer of the Company duly authorized by the Board or upon the
Executive unless made in writing and signed by him. The waiver by the Company
of the breach of any provision of this Agreement by the Executive shall not
operate or be construed as a waiver of any subsequent breach by him.
 
        (d)     Entire Agreement.  This Agreement constitutes the entire
Agreement between the parties with respect to the Executive's duties and
compensation as an executive of the Company, and there are no representations,
warranties, agreements or commitments between the parties hereto with respect
to his employment except as set forth herein.  No presumption shall be made in
favor or against either party based upon who has served as draftsman of this
Agreement.
 
        (e)     Governing Law.  This Agreement shall be governed by and construed
in accordance with the internal laws (and not the law of conflicts) of the State
of Wisconsin.
 
        (f)     Severability.  If any provision of this Agreement shall, for any
reason, be held unenforceable, such provision shall be severed from this
Agreement unless, as a result of such severance, the Agreement fails to reflect
the basic intent of the parties. If the Agreement continues to reflect the basic
intent of the parties, then the invalidity of such specific provision shall not
affect the enforceability of any other provision herein, and the remaining
provisions shall remain in full force and effect.
 
        (g)     Assignment.  The Executive may not under any circumstances
delegate any of his rights and obligations hereunder without first obtaining
the prior written consent of the Company.   This Agreement and all of the
 
 
<PAGE e10.2-12>
 
 
Company's rights and obligations hereunder may be assigned or transferred by it,
in whole or in part, to be binding upon and inure to the benefit of any
subsidiary or successor of the Company, provided either the successor has a net
worth greater than the Company at the time of assignment or the Company remains
primarily liable with respect to the obligations so assigned.
 
        (h)     Costs of Enforcement, Litigation.  In the event of any suit or
proceeding seeking to enforce the terms, covenants, or conditions of this
Agreement, the prevailing party shall, in addition to all other remedies and
relief that may be available under this Agreement or applicable law, recover
his or its reasonable attorneys' fees and costs as shall be determined and
awarded by the court.  Notwithstanding anything to the contrary contained in
Section 17 above or elsewhere herein any controversy or dispute with respect
to the terms of Section 13, 14, 15 or 16 of this Agreement will survive
termination of this Agreement and shall be litigated in the state of federal
courts of competent jurisdiction situated in Milwaukee, Wisconsin, to which
jurisdiction and venue all parties consent.
 
        (i)     Mitigation.  The Executive shall not be obligated to seek other
employment in mitigation of the amounts payable under this Agreement, and the
obtaining of any such other employment shall in no event effect any reduction
of the Company's obligations to make payments hereunder.  Notwithstanding the
foregoing, if Executive receives the payments described in Section 9 by
terminating his employment following a change in control and Executive
subsequently becomes re-employed by the Company or by the party or parties
effecting the change in control, the amounts earned on re-employment (up to a
period of one year's compensation) shall be repaid to the Company.
 
        IN WITNESS WHEREOF, this Agreement is entered into as of the day and
year first above written.
 
 
                       COMPANY:
 
                       MERGE TECHNOLOGIES INCORPORATED
 
                       By:     /s/  Richard A. Linden
                               ----------------------------
                               Richard A. Linden
                               President and Chief Executive Officer
 
 
 
                       EXECUTIVE:
 
                       By:     /s/  William C. Mortimore
                               ----------------------------
                               WILLIAM C. MORTIMORE
 
<PAGE e10.2-13>