LICENSE AGREEMENT



This License Agreement, dated February 18, 2003, ("Agreement") is entered into

by and between Scanis, Inc., a corporation organized and existing under the laws

of the State of California, having an office and place of business at 1111

Triton Drive, Suite 201, Foster City, CA 94404 (hereinafter referred to as

"SCANIS") and iCAD, Inc., a corporation organized and existing under the laws of

the State of Delaware, having an office and place of business at 4 Townsend

West, Suite 17, Nashua, NH 03063 (hereinafter referred to as "ICAD").



                                    STATEMENT



SCANIS is the owner of all right, title and interest in and to U.S. Patent

No. 5,212,637 of May 18, 1993, entitled "Method Of Investigating Mammograms For

Masses And Calcifications, And Apparatus For Practicing Such Method", Canadian

Patent No. 2,069,429 and Japanese Patent No. 3,121,008. SCANIS desires to grant

and ICAD desires to receive a license under such patents and any related patents

to manufacture, market, and sell products incorporating the invention claimed in

such patents and any related patents.



ICAD and its Subsidiaries also develop, manufacture and sell medical film

digitizers suitable for use in medical imaging and analysis, and uniquely

applicable to SCANIS' business and business objectives. Prior to this Agreement,

ICAD retained the right to limit or deny SCANIS access to such current and

prospective digitizer products, actions by ICAD that would substantially enhance

ICAD's competitive position with respect to SCANIS in SCANIS' key markets.

Failure of SCANIS to acquire such digitizer products from ICAD is deemed likely

by SCANIS to materially and adversely affect SCANIS business plan, operations

and financial performance.



By a concurrent Original Equipment Manufacturing Supply Agreement, dated the

same date as this Agreement, (the "OEM Agreement") between SCANIS and Howtek

Devices Corporation, a wholly-owned subsidiary of ICAD ("HOWTEK"), ICAD makes

such digitizer products available to SCANIS, substantially enhancing SCANIS'

competitive position with respect to ICAD in ICAD's key markets. The parties

acknowledge that making ICAD digitizers available to SCANIS is expected to

materially increase sales of computer aided detection systems by SCANIS and

materially decrease sales of computer aided detection systems by ICAD, and

therefore represents a significant, material and continuing element of

consideration herein.



Additionally, in bargaining herein, the parties have agreed to certain credits

to be granted by ICAD to SCANIS with respect to the purchase of HOWTEK

digitizers over the term of this Agreement.



Now, therefore, in consideration of the mutual promises herein contained, the

parties agree as follows:



      1.    DEFINITIONS. As used in this Agreement, the following terms shall

            have the meaning indicated below:



            a.    "Licensed Patents" shall mean those patents identified in

                  Exhibit 1 to this Agreement.



            b.    "Licensed Patent Rights" shall mean the rights which are held

                  or which come to be held by SCANIS and its successors and

                  assigns by virtue of its ownership of the Licensed Patents.



            c.    "Licensed Products" shall include scanners, digitizers, and

                  other equipment, software, firmware and methods for medical

                  imaging and/or analysis, whether those products presently

                  exist or are developed in the future, that contain, reduce to

                  practice or otherwise incorporate some or all inventions that

                  are subject to the Licensed Patent Rights.



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            d.    "Subsidiary" shall mean any business entities (1) of which, as

                  of the Effective Date of this Agreement, ICAD owns more than

                  50% of the voting ownership interests or has the ability to

                  elect a majority of the members of the governing body of such

                  business entity; and (2) which may be organized by iCAD,

                  subsequent to the Effective Date of this Agreement, for bone

                  fide organizational, manufacturing, legal, liability

                  management or tax management purposes, or to comply with

                  foreign laws, regulations or market requirements.



            e.    "Effective Date" shall mean the date on which the last party

                  to this Agreement executes this Agreement or the date upon

                  which all of the parties to the OEM Agreement have executed

                  that agreement, whichever is the last to occur.



      2.    WARRANTIES.



            a.    SCANIS warrants and represents as follows:



                  i.    that it is the sole and exclusive owner of the entire

                        right, title, and interest in and to the Licensed Patent

                        Rights and to the invention disclosed and claimed

                        therein;



                  ii.   that it has the right to enter into this Agreement with

                        ICAD;



                  iii.  that there are no liens, conveyances, mortgages,

                        assignments, encumbrances or other agreements which

                        would prevent or impair the full and complete exercise

                        by ICAD and its Subsidiaries of all rights and licenses

                        granted by SCANIS in this Agreement;



                  iv.   that it has not entered into, and shall not enter into,

                        any agreements which would interfere with the rights and

                        licenses granted pursuant to this License Agreement for

                        the full term of this Agreement;



                  v.    that as of the date of this Agreement, it does not own

                        or control any other patent or patent application

                        relating to scanners or digitizers or related software

                        or methods for medical imaging;



                  vi.   that as of the Effective Date of this License Agreement,

                        it has not received an assertion from any third party,

                        nor an opinion from its counsel, that the Licensed

                        Patent Rights are invalid or unenforceable for any

                        reason.



            b.    ICAD warrants and represents as follows:



                  i.    that it has the right to enter into this Agreement with

                        SCANIS and that HOWTEK has the right to enter into the

                        OEM Agreement with SCANIS;



                  ii.   that ICAD's entry into this Agreement and the

                        performance of ICAD's obligations under this Agreement

                        will not constitute a breach of or default under of any

                        agreement to which it is bound or a violation of any

                        court or administrative order or decree to which it is

                        subject;



                  iii.  that HOWTEK's entry into the OEM Agreement and the

                        performance of HOWTEK's obligations under that agreement

                        will not constitute a breach of or default under of any

                        agreement to which it is bound or a violation of any

                        court or administrative judgment or order to which it is

                        subject;



                  iv.   except with respect to that patent litigation commenced

                        by R2 Technologies, et al, against iCAD, that neither

                        ICAD nor HOWTEK is the subject of any pending or

                        threatened suit or administrative action nor, to the

                        knowledge of ICAD, any investigation which may result in

                        a judgment or order that would reasonably be expected to

                        prohibit or limit ICAD or HOWTEK from performing their

                        respective obligations under this Agreement or the OEM

                        Agreement;



                  v.    that Exhibit 2 to this Agreement sets forth a complete

                        list of all business entities that are Subsidiaries of

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