EXCLUSIVE LICENSE AGREEMENT



This Exclusive License Agreement, dated April 22, 2003, ("Agreement") is entered

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

laws of the State of  California,  having its  principal  place of business  and

chief  executive  office 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 its principal place

of business and chief executive office 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 issued on May 18, 1993,  entitled "Method Of Investigating  Mammograms

For Masses And  Calcifications,  And Apparatus For Practicing  Such Method".  By

License Agreement dated February 18, 2003 ("Non-Exclusive License"),  SCANIS has

granted certain  non-exclusive rights to the Licensed Patent to ICAD. SCANIS now

desires to grant and ICAD  desires to receive an  exclusive  license  under such

patent  and any  related  patents  to  manufacture,  market,  and sell  products

incorporating the invention claimed in such patent and any related patents.



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  Patent" shall mean U.S. Patent No. 5,212,637 issued on

               May 18, 1993,  entitled "Method Of  Investigating  Mammograms For

               Masses And  Calcifications,  And  Apparatus For  Practicing  Such

               Method",   along   with   any   and   all   parents,   divisions,

               continuations,      continuations-in-part,      reissues,     and

               reexaminations of that patent.



          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 Patent.



          c.   "Licensed Products" shall include 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  or the

               Licensed Patent Rights.



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

               this Agreement executes this Agreement.



     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 and the

                    Licensed  Patent Rights and to the  invention  disclosed and

                    claimed therein;



               ii.  that it has the right to enter into this  Exclusive  License

                    Agreement with ICAD;



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

                    assignments,  encumbrances  or other interests or agreements

                    which would prevent or impair the full and complete exercise

                    by ICAD  (including  its  sub-licensees)  of all  rights and

                    licenses granted by SCANIS in this Agreement;



<PAGE>



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

                    agreements or licenses which would interfere with the rights

                    and  licenses  granted  pursuant to this  Exclusive  License

                    Agreement for the full term of this Agreement;



               v.   that as of the Effective Date of this License Agreement,  it

                    does  not  own  or  control  any  other   patent  or  patent

                    application  relating  to  software  or methods  for medical

                    imaging, except as otherwise disclosed to ICAD.



               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 or the

                    Licensed Patent Rights are invalid or unenforceable  for any

                    reason.



               vii. that  its  entry  into  this  License   Agreement   and  the

                    performance of its obligations under this Agreement will not

                    constitute a breach of or default of any  agreement to which

                    it is bound or a  violation  of any court or  administrative

                    order or  decree to which it is  subject,  nor  require  any

                    consent,  application, or grant of authority from any person

                    or entity; and



               viii. that it knows of no claim,  proceeding, or litigation  that

                    could materially and adversely affect its ability to execute

                    or perform its obligations under this Agreement.



               ix.  that the Board of  Directors  of Scanis,  Inc.  has approved

                    this License Agreement.

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