merging 2 images: overlay

I need merge 2 images together. The First image is a photo, the second one is image which contains a text, and the rest of the image is transparent. I want to lay the second image over the first so you can see the text over the photo.

Can someone help me.

thanks

This link does what you want, but you will need to convert to VB from C# if your using VB.Net.
http://www.c-sharpcorner.com/Graphics/CopyRightJOD.asp