Emed Technologies Corp Sample Contracts

Emed Technologies Corp – EMPLOYMENT AGREEMENT (February 25th, 2000)

EXHIBIT 10.14 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement (the "Agreement") is made and entered into as of the 30th day of April, 1999 between ACCESS Radiology Corporation (the "Employer"), a Delaware corporation, and Howard Pinsky (the "Executive"), residing at 18 York Road, Mansfield, MA 02048. Where not otherwise defined herein, capitalized terms used herein have the meanings set forth in Section 7.1 of this Agreement. WHEREAS, the Employer wishes to employ the Executive in an executive capacity, and Executive wishes to accept such employment, on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual promises, benefits and covenants herein contained, the Employer and the Executive hereby agree as follows: 1. Term. ---- 1.1 The Employer employs the Executive and t

Emed Technologies Corp – COMMERCIAL LEASE ADDENDUM (February 25th, 2000)

EXHIBIT 10.11 HARTWELL GROUP LLC COMMERCIAL LEASE ADDENDUM A. LESSEE OBLIGATIONS 1. LESSEE shall not change the color or appearance of the outside of the Leased Premises except upon the prior written consent of the LESSOR. However, LESSEE may install its own emergency power generator to the exterior rear of the building. 2. LESSEE shall not post signs on or about the Premises without LESSOR's prior approval, however LESSEE shall be entitled to reasonable signage to be erected at LESSEE's own cost and expense, and in compliance with any relevant municipal regulations. 3. The parking areas shall not be used for storage of unused, damaged or unregistered vehicles, nor shall the LESSEE store merchandise or other materials in the parking areas. 4. LESSEE shall not otherwise store vehicles, containers, or refuse outside the

Emed Technologies Corp – EMPLOYMENT AGREEMENT (February 25th, 2000)

Exhibit 10.31 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement (the "Agreement") is made and entered into as of the 17th day of January, 2000 between eMed Technologies Corporation ("Employer"), a Delaware corporation, and Caren Mason ("Executive"). Where not otherwise defined herein, capitalized terms used herein have the meanings set forth in Section 7.1 of this Agreement. WHEREAS, Employer wishes to employ Executive in an executive capacity, as its Chief Executive Officer, and Executive wishes to accept such employment, on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual promises, benefits and covenants herein contained, Employer and Executive hereby agree as follows: 1. Term. ---- 1.1 Employer employs Executive and Executive accepts such employ

Emed Technologies Corp – ACQUISITION AGREEMENT (February 25th, 2000)

EXHIBIT 2 ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT (the "Agreement"), dated as of November 23, 1998, is by and between Raytheon E-Systems, Inc., a Delaware corporation ("Seller"), and ACCESS Radiology Corporation, a Delaware corporation ("Buyer"). WHEREAS, Seller designs, develops and sells, among other things, hardware and software solutions for teleradiology and picture archiving and communications systems ("PACS") to health care providers through the E-Systems Medical Electronics (also known as "E-MED") product line; and WHEREAS, Buyer desires to purchase certain assets of Seller and assume certain liabilities incurred by Seller relating to Seller's business, and Seller desires to sell such assets and assign such liabilities incurred by Seller to Buyer, upon the terms and conditions set forth herein (the "Asset Purchase'); NOW, THEREFORE, in consideratio

Emed Technologies Corp – REGISTRATION RIGHTS AGREEMENT (February 25th, 2000)

EXHIBIT 10.9 REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT is made as of July 28, 1998 by and among ACCESS RADIOLOGY CORPORATION, a Delaware corporation (the "Company"), and such holders of the Company's equity securities as shall execute a counterpart signature page to this Agreement from time to time. The parties agree as follows: 1. GENERAL 1.1 Definitions. As used in this Agreement, the following terms will have the following respective meanings: (a) "Agreement" has the meaning set forth in the first paragraph hereof. (b) "Company" has the meaning set forth in the first paragraph of this Agreement. (c) "Equity Security" means (1) any Common Stock, Preferred Stock or other equity security of the Company, (2) any security convertible, with or withou

Emed Technologies Corp – AMENDMENT TO SECURITIES PURCHASE AGREEMENT (February 25th, 2000)

EXHIBIT 10.8 AMENDMENT TO SECURITIES PURCHASE AGREEMENT This is an amendment (this "Amendment"), dated as of May 7, 1999, to the Securities Purchase Agreement (the "Purchase Agreement") dated as of January 20, 1999 among ACCESS Radiology Corporation (the "Company") and the Investors listed on the signature pages of the Purchase Agreement. The parties agree as follows: 1. Capitalized terms used in this Amendment and not otherwise defined have the meanings set forth in the Purchase Agreement. 2. The first sentence of Section 1.3 of the Purchase Agreement is amended to read in its entirety as follows: Subject to the terms and conditions of this Agreement, the Company may sell such additional shares of Series K Preferred Stock as may be authorized and unissued from time to time to such persons as the Company may determine at the same price per share as the

Emed Technologies Corp – EMPLOYMENT AGREEMENT (February 25th, 2000)

EXHIBIT 10.13 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement (the "Agreement") is made and entered into as of the 31st day of March, 1999 between ACCESS Radiology Corporation (the "Employer"), a Delaware corporation, and Scott S. Sheldon (the "Executive"), residing at 10 Emerson Place, Charles River Park, Boston, Massachusetts 02114. Where not otherwise defined herein, capitalized terms used herein have the meanings set forth in Section 7.1 of this Agreement. WHEREAS, the Employer wishes to employ the Executive in an executive capacity, as its President and Chief Executive Officer, and Executive wishes to accept such employment, on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual promises, benefits and covenants herein contained, the Employer and the Executive hereby agree as follo

Emed Technologies Corp – AMENDED AND RESTATED RESELLER AGREEMENT (February 25th, 2000)

CONFIDENTIAL TREATMENT EXHIBIT 10.23 AMENDED AND RESTATED RESELLER AGREEMENT This Amended and Restated Reseller Agreement is made as of May 30, 1997, between ISG TECHNOLOGIES, INC., a corporation incorporated under the laws of the Province of Ontario, Canada (hereinafter called "ISG"), and ACCESS RADIOLOGY CORPORATION, a corporation incorporated in the State of Delaware (hereinafter called "ACCESS"). B A C K G R O U N D : 1. ACCESS and ISG are parties to a Reseller Agreement dated May 17, 1996, as amended by a Supplemental Agreement dated as of September 30, 1996, (as so amended, the "Old Reseller Agreement"), under which ACCESS and ISG have agreed that ACCESS will resell certain medical devices (including software) developed by ISG. 2. ACCESS and ISG wish to amend the Old Reseller Agreement in certain respects. NOW, THEREFORE, in consideration of

Emed Technologies Corp – AMENDMENT TO SECURITIES PURCHASE AGREEMENT (February 25th, 2000)

EXHIBIT 10.6 AMENDMENT TO SECURITIES PURCHASE AGREEMENT This is an amendment (this "Amendment"), dated as of January 14, 1999, to the Securities Purchase Agreement (the "Purchase Agreement") dated as of July 28, 1998 among ACCESS Radiology Corporation (the "Company") and the Investors listed on the signature pages of the Purchase Agreement. The parties agree as follows: 1. Capitalized terms used in this Amendment and not otherwise defined have the meanings set forth in the Purchase Agreement. 2. A new subsection (c) is added to Section 1 of the Purchase Agreement under the heading "Closing", to read as follows: (c) Notwithstanding anything else contained in this Agreement, the obligation of Three Arch Bay Health Sciences Fund ("Three Arch Bay") to purchase Series K Preferred Stock under its Commitment of $500,000 shall be subject to the followi

Emed Technologies Corp – 1994 STOCK PLAN (February 25th, 2000)

EXHIBIT 10.1 ACCESS RADIOLOGY CORPORATION 1994 STOCK PLAN --------------- 1. Purpose. The purpose of the ACCESS Radiology Corporation 1994 Stock ------- Plan (the "Plan") is to encourage superior performance by key employees of ACCESS Radiology Corporation (the "Company") and of any present or future parent or subsidiary of the Company (collectively, "Related Corporations") and other individuals who render services to the Company or a Related Corporation, by providing opportunities to participate in the ownership of the Company and its future growth through (a) the grant of options which qualify as "incentive stock options" ("ISOs") under Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"); (b) the grant of options which do not qualify as ISOs ("Non-Qualified Options"); (c) awards of

Emed Technologies Corp – SUBJECT TO THE PROVISIONS OF A SECURITY HOLDER'S AGREEMENT DATED AS OF JUNE (February 25th, 2000)

EXHIBIT 10.20 (Form of Preferred Stock Purchase Warrant) THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE THEREWITH. THIS WARRANT MAY NOT BE TRANSFERRED SEPARATELY FROM CONVERTIBLE UNSECURED NOTES OF ACCESS RADIOLOGY CORPORATION. THE WARRANT REPRESENTED BY THIS INSTRUMENT IS SUBJECT TO THE PROVISIONS OF A SECURITY HOLDER'S AGREEMENT DATED AS OF JUNE _____, 1997, BY AND BETWEEN THE COMPANY AND THE HOLDER NAMED THEREIN, AS IT MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE OFFICES OF ACCESS RADIOLOGY CORPORATION. ACCESS RADIOLOGY CORPORATION PREFERRED STOCK PURCHASE WARRANT WARRANT NO.________ DATE:___________, 1997 1. Right

Emed Technologies Corp – OEM DEVELOPMENT SOFTWARE AGREEMENT (February 25th, 2000)

CONFIDENTIAL TREATMENT EXHIBIT 10.28 AMENDMENT TO OEM DEVELOPMENT SOFTWARE AGREEMENT This Amendment to OEM Development Software Agreement is made as of May 20, 1997, between MITRA Imaging Incorporated ("MITRA"), and ACCESS Radiology Corporation ("ACCESS"). ACCESS and MITRA are parties to an OEM Development Software Agreement (the "OEM Agreement") dated as of November 9, 1995. ACCESS and Mitra wish to amend the OEM Agreement as set forth below. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth the parties hereto agree as follows: 1. DEFINITIONS. Capitalized terms used herein and not otherwise defined have the meanings set forth in the OEM Agreement. The term "DTK", for purposes of this Agreement and the OEM Agreement, shall mean all or any portion of the computer programs in object code f

Emed Technologies Corp – SECURITIES PURCHASE AGREEMENT (February 25th, 2000)

EXHIBIT 10.7 ACCESS RADIOLOGY CORPORATION SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of January 20, 1999 by and between ACCESS RADIOLOGY CORPORATION, a Delaware corporation (the "Company"), and each of the persons and entities listed on Exhibit A (individually, an "Investor" and collectively, the "Investors"). The parties agree as follows: 1. Purchase And Sale Of Stock 1.1. Sale and Issuance of Securities. (a) The Company will adopt and file with the Secretary of State of the State of Delaware on or before the Initial Closing (as defined in Section 1.2(a)) an Amendment to its Certificate of Incorporation in the form attached hereto as Exhibit B (the "Charter Amendment"). (b) On the terms and subject to the conditions of this Agreement, each Investor will purchase and the C

Emed Technologies Corp – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF (February 25th, 2000)

EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF eMED TECHNOLOGIES CORPORATION Scott S. Sheldon and Christine Chung hereby certify that: A. They are the duly elected and acting President and Secretary, respectively, of eMed Technologies Corporation, a Delaware corporation. B. The original name of this corporation is Teleradiology Services Incorporated and the date of filing the original Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware is March 17, 1992. C. The Certificate of Incorporation of this corporation is hereby amended and restated to read as follows: 1. CORPORATE NAME. The name of the corporation is eMed Technologies Corporation (the "Company"). 2. REGISTERED AGENT. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, in th

Emed Technologies Corp – DIRECTOR INDEMNITY AGREEMENT (February 25th, 2000)

EXHIBIT 10.15 DIRECTOR INDEMNITY AGREEMENT AGREEMENT, dated as of _________________________, by and between ACCESS Radiology Corporation (collectively with any affiliated entity to which Indemnitee is named, appointed or elected a director, "ACCESS" or the "Company") and the undersigned (collectively with his estate, heirs, -------------------- executors, administrators and other personal representatives, the "Indemnitee"). In view of the substantial increase in directors' litigation costs and risks and the limitations of the availability and coverage of liability insurance, and in view of the mutual desire of the parties that the Indemnitee render valuable services to the Company as a director, this Agreement is entered into in order to provide assurance to the Indemnitee that the Company will indemnify the Indemnitee against su

Emed Technologies Corp – OEM DEVELOPMENT SOFTWARE AGREEMENT (February 25th, 2000)

CONFIDENTIAL TREATMENT EXHIBIT 10.27 OEM DEVELOPMENT SOFTWARE AGREEMENT This agreement is made as of the 9th day of November, 1995, between MITRA IMAGING INCORPORATED, a corporation incorporated under the laws of the Province of Ontario, Canada (hereinafter called "Mitra"), and ACCESS RADIOLOGY CORPORATION, a corporation incorporated in the State of Delaware (hereinafter called "ACCESS"). B A C K G R O U N D 1. ACCESS desires to develop application-specific software using software products marketed by Mitra and to distribute Mitra Software to third party end users (hereinafter called "Customers"); and 2. Mitra has agreed to license ACCESS to do so, NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth the parties hereto agree as follows: 1. Interpretation. 1.1 In this Agreement, each of the following terms has the m

Emed Technologies Corp – SOFTWARE LICENSING AND DEVELOPMENT AGREEMENT (February 25th, 2000)

CONFIDENTIAL TREATMENT EXHIBIT 10.22 SOFTWARE LICENSING AND DEVELOPMENT AGREEMENT This Software Licensing and Development Agreement is entered into as of May 30, 1997 (the "Effective Date") between AWARE, Inc. ("AWARE") and ACCESS Radiology Corporation ("ACCESS"). Background ---------- 1. ACCESS is in the business of providing integrated hardware and software systems and services with respect to the transmission and interpretation of medical images. AWARE develops and licenses proprietary computer software that is useful for compression and web based viewing of digital images. 2. ACCESS and AWARE are currently parties to a Software Supply Agreement dated as of November 8, 1995 (the "Old Agreement") under which ACCESS has licensed certain software from AWARE. 3. ACCESS and AWARE wish to modify the terms of the Old Agreement wi

Emed Technologies Corp – RE: VALUE ADDED RESELLER AGREEMENT DATED MARCH 31, 1997 (February 25th, 2000)

Exhibit 10.30 [ISG Technologies logo appears here] October 13, 1999 Howard Pinsky Chief Technical Officer EMED Technologies 25 Hartwell Avenue Lexington, MA 02173 Dear Howard: RE: VALUE ADDED RESELLER AGREEMENT DATED MARCH 31, 1997 ISG Technolgies extends to EMED Technologies, formerly Access Radiology Corporation, the option of extending the Value Added Reseller Agreement, dated March 31, 1997 and amended by further agreements dated September 21, 1998 and December 31, 1998. All the terms and conditions of the original Value Added Reseller agreement and amendments shall remain in effect for an additional two years from the original expiry date. The new termination date will be March 31, 2002. The option to extend does not restrict both parties from mutually agreeing upon amending or replacing this agreement in the future. Sincerely, /s/ Alyn Bord -------------- Alyn Bord Vice President and General Manager

Emed Technologies Corp – AMENDED AND RESTATED RESELLER AGREEMENT (February 25th, 2000)

CONFIDENTIAL TREATMENT EXHIBIT 10.24 AMENDMENT NO. 1 TO AMENDED AND RESTATED RESELLER AGREEMENT This is Amendment No. 1, dated as of April 30, 1998, to the Amended and Restated Reseller Agreement (the "Reseller Agreement") dated as of May 30, 1997 between ACCESS Radiology Corporation ("ACCESS") and ISG Technologies, Inc. ("ISG"). WHEREAS, ACCESS and ISG wish to amend the Reseller Agreement to reflect the replacement of the VRS NT 200 Product with the VRS 300 Product, and to address certain related matters, NOW, THEREFORE, the parties agree as follows: 1. Definitions. Capitalized terms used herein and not otherwise defined ----------- have the meanings set forth in the Reseller Agreement. Upon the effectiveness of this Amendment No. 1, references in the Reseller Agreement to "this Agreement", "hereof", "hereunder", and

Emed Technologies Corp – WEB SOFTWARE LICENSING AND DEVELOPMENT AGREEMENT (February 25th, 2000)

CONFIDENTIAL TREATMENT EXHIBIT 10.21 WEB SOFTWARE LICENSING AND DEVELOPMENT AGREEMENT This Web Software Licensing and Development Agreement is entered into as of September 10, 1999 (the "Effective Date") between AWARE, Inc. ("AWARE") and eMed Technologies Corporation ("EMED"), formerly known as ACCESS Radiology Corporation. Background ---------- 1. EMED is in the business of providing integrated hardware and software systems and services with respect to the transmission and interpretation of medical images. AWARE develops and licenses proprietary computer software that is useful for compression and web-based viewing of digital images. 2. AWARE and EMED are parties to a Software Licensing and Development Agreement dated May 30, 1997 (the "1997 Agreement"). The 1997 Agreement provides for the licensing of various software by AWARE to EMED on the ter

Emed Technologies Corp – DIRECTOR WORK PRODUCT AGREEMENT (February 25th, 2000)

EXHIBIT 10.16 DIRECTOR WORK PRODUCT AGREEMENT The undersigned, a member of the Board of Directors of ACCESS Radiology Corporation (the "Company") hereby agrees with the Company as follows: If, at any time that I am a member of the Company's Board of Directors, the Company and I shall communicate regarding any invention, modification, discovery, design, development, improvement, process, software program, documentation, formula, data, technique, know-how, secret or other intellectual property (collectively, "Developments") that relates to the business of the Company, all Developments involved in or resulting from such communication shall be the sole property of the Company and its assigns. I agree to take (at the Company's expense) all such actions and execute all such documents, including without limitation applications for and assignments of patents and copyrights, as the Compa

Emed Technologies Corp – INVESTORS RIGHTS AGREEMENT (February 25th, 2000)

EXHIBIT 10.3 INVESTORS RIGHTS AGREEMENT -------------------------- THIS INVESTORS RIGHTS AGREEMENT (this "Agreement") is made as of September 30, 1997 by and among ACCESS RADIOLOGY CORPORATION, a Delaware corporation (the "Company"), and the undersigned holders of the Company's Series J Preferred Stock (individually, an "Investor" and collectively, the "Investors"). The parties agree as follows: 1. GENERAL. 1.1 Definitions. As used in this Agreement, the following terms will have the following respective meanings: (a) "Agreement" has the meaning set forth in the first paragraph hereof. (b) "Company" has the meaning set forth in the first paragraph of this Agreement. (c) "Equity Securities" means (1) any Common Stock, Preferred Stock or other equity security of the Company, (2) any security convertible, with o

Emed Technologies Corp – INVESTORS RIGHTS AGREEMENT. (February 25th, 2000)

EXHIBIT 10.4 AMENDMENT NO.1 TO ACCESS RADIOLOGY CORPORATION INVESTORS RIGHTS AGREEMENT. This is Amendment No. 1 (the "Amendment"), dated as of November 13, 1997, to the Investors Rights Agreement dated as of September 30, 1997 among ACCESS Radiology Corporation ("the Company") and each of the holders of the Company's Series J Preferred stock parties thereto (the "Investors"). The parties agree as follows: 1. Amendment of Section 5.4 of the Investors Rights Agreement. Section ------------------------------------------------------------- 5.4 of the Investors Rights Agreement, "Excluded Equity Securities", is amended by adding a new clause (h) as follows: (h) Shares of Series J Preferred Stock sold pursuant to the Series J Preferred Stock Purchase Agreement dated as of September 30, 19

Emed Technologies Corp – DIRECTOR CONFIDENTIALITY AGREEMENT (February 25th, 2000)

EXHIBIT 10.17 DIRECTOR CONFIDENTIALITY AGREEMENT In connection with my membership on the Board of Directors of ACCESS Radiology Corporation ("ACCESS" or the "Company"), I hereby agree with the Company as follows: 1. Confidential Information. ------------------------ (a) As used herein, "Confidential Information" shall mean all present and future confidential information created, discovered or developed by, or otherwise known to, the Company (including, without limitation, confidential information created, discovered, developed or made known to me by the Company), or in which property rights have been or may in the future be assigned or otherwise conveyed to the Company, which information has or may in the future include, for example, trade secrets, processes, formulae, data and know-how, discoveries, developments, designs, improvements, inventions, tech

Emed Technologies Corp – COMMON STOCK PURCHASE WARRANT (February 25th, 2000)

EXHIBIT 10.18 THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE THEREWITH. THE WARRANT REPRESENTED BY THIS INSTRUMENT IS SUBJECT TO THE PROVISIONS OF A SECURITY HOLDER'S AGREEMENT DATED AS OF MARCH 8TH, 1996, BY AND BETWEEN THE COMPANY AND THE HOLDER NAMED THEREIN, AS IT MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE CORPORATION. ACCESS RADIOLOGY CORPORATION COMMON STOCK PURCHASE WARRANT WARRANT NO. __________ SHARES DATE:_______ HOLDER: 1. Right to Purchase; Exercise Price. Subject to the terms and conditions --------------------------------- set forth herein, the holder of this Warrant shall have the right t

Emed Technologies Corp – AMENDMENT TO OEM DEVELOPMENT SOFTWARE AGREEMENT (February 25th, 2000)

CONFIDENTIAL TREATMENT EXHIBIT 10.29 AMENDMENT TO OEM DEVELOPMENT SOFTWARE AGREEMENT This Amendment to OEM Development Software Agreement is made as of 4/28/99 between Mitra Imaging Inc. ("MITRA") and ACCESS Radiology Corporation ("ACCESS"). ACCESS and MITRA are parties to an OEM Development Software Agreement dated as of November 9, 1995 and a subsequent Amendment dated May 20, 1997 ("the OEM Agreement"). ACCESS and MITRA wish to amend the OEM Agreement as set forth below. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth the parties hereto agree as follows: 1. ADDITION OF SECTION 4.1.5 Section 4 is amended by adding the following item: MITRA agrees to offer and ACCESS aggrees to accept a [*THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] The license fee paid under this section is for any combination of DTK for Windows an

Emed Technologies Corp – CONFIDENTIALITY AGREEMENT (February 25th, 2000)

EXHIBIT 10.26 ACCESS RADIOLOGY CORPORATION CONFIDENTIALITY AGREEMENT This is a Confidentiality Agreement dated as of March 31, 1995 between -------------- ACCESS Radiology Corporation ("ACCESS") and ISG Technologies, Inc. (the --------------------- "Counterparty"). WHEREAS, each of ACCESS and the Counterparty possesses and will possess confidential and proprietary information relating its business; WHEREAS, such information of ACCESS is valuable in the business of ACCESS and has been developed at ACCESS's expense and such information of the Counterparty is valuable in the business of the Counterparty and has been developed at the Counterparty's expense; WHEREAS, information has been or will be exchanged by ACCESS and the Counterparty in connect

Emed Technologies Corp – COMMON STOCK PURCHASE WARRANT (February 25th, 2000)

EXHIBIT 10.19 THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE THEREWITH.THE WARRANT REPRESENTED BY THIS INSTRUMENT IS SUBJECT TO THE PROVISIONS OF A SECURITIES PURCHASE AGREEMENT AND A REGISTRATION RIGHTS AGREEMENT, EACH DATED AS OF XXXX, 1998, AS IT MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE CORPORATION. ACCESS RADIOLOGY CORPORATION COMMON STOCK PURCHASE WARRANT WARRANT NO.___ _______ SHARES DATE: __________, 1998 1. Right to Purchase; Exercise Price. (a) Subject to the terms and ---------------------------------- conditions set forth herein, the holder of this Warrant shall have the right to purchase fro

Emed Technologies Corp – COMMERCIAL LEASE (February 25th, 2000)

EXHIBIT 10.12 HARTWELL GROUP LLC COMMERCIAL LEASE Amendment 1 WHEREAS Hartwell Group LLC, a Massachusetts limited liability company located at 411 Waverley Oaks Rd. Waltham MA., is LESSOR, and ACCESS Radiology Corporation, a Delaware corporation located at 313 Speen St. Natick MA 01760, is LESSEE of certain Premises located at 25 Hartwell Ave. Lexington MA under a Commercial Lease dated September 26, 1997, and WHEREAS the Lessor has provided, at this date, certain tenant improvements in excess the improvements contemplated in the Commercial Lease, to a total of $69,242.02, for which LESSEE is responsible, and WHEREAS the parties have agreed that the aforesaid costs will be amortized over the five year term of the Lease at 12% carrying cost; NOW, THEREFORE the Parties agree to amend the Commercial Le

Emed Technologies Corp – SERIES J PREFERRED STOCK PURCHASE AGREEMENT (February 25th, 2000)

EXHIBIT 10.2 ACCESS RADIOLOGY CORPORATION SERIES J PREFERRED STOCK PURCHASE AGREEMENT SEPTEMBER 30, 1997 TABLE OF CONTENTS 1. Purchase And Sale Of Stock....................................................... -1- 1.1 Sale And Issuance Of Series J Preferred Stock..................... -1- 1.2 Closing........................................................... -1- 2. REPRESENTATIONS AND WARRANTEES OF THE COMPANY.................................... -2- 2.1 Organization; Good Standing; Qualification........................ -2- 2.2 Authorization..................................................... -3- 2.3 Valid Issuance O

Emed Technologies Corp – SECURITIES PURCHASE AGREEMENT (February 25th, 2000)

EXHIBIT 10.5 ACCESS RADIOLOGY CORPORATION SECURITIES PURCHASE AGREEMENT THIS Securities PURCHASE AGREEMENT (this "Agreement") is made as of July 28, 1998 by and between ACCESS RADIOLOGY CORPORATION, a Delaware corporation (the "Company"), and each of the persons and entities listed on the signature pages hereof (individually, an "Investor" and collectively, the "Investors"). The parties agree as follows: 1. PURCHASE AND SALE OF Securities. Sale and Issuance of Securities. (a) The Company has filed with the Secretary of State of the State of Delaware a Certificate of Designations, Preferences and Relative, Participating, Optional or Other Special Rights of the Series K Preferred Stock in the form attached hereto as Exhibit A (the "Certificate of Designation"). (b) On the terms of this Agreement, each Investor agrees

Emed Technologies Corp – WEB SOFTWARE LICENSING AND DEVELOPMENT AGREEMENT (October 12th, 1999)

CONFIDENTIAL TREATMENT EXHIBIT 10.21 WEB SOFTWARE LICENSING AND DEVELOPMENT AGREEMENT This Web Software Licensing and Development Agreement is entered into as of September 10, 1999 (the "Effective Date") between AWARE, Inc. ("AWARE") and eMed Technologies Corporation ("EMED"), formerly known as ACCESS Radiology Corporation. Background ---------- 1. EMED is in the business of providing integrated hardware and software systems and services with respect to the transmission and interpretation of medical images. AWARE develops and licenses proprietary computer software that is useful for compression and web-based viewing of digital images. 2. AWARE and EMED are parties to a Software Licensing and Development Agreement dated May 30, 1997 (the "1997 Agreement"). The 1997 Agreement provides for the licensing of various software by AWARE to EMED on the ter

Emed Technologies Corp – OEM DEVELOPMENT SOFTWARE AGREEMENT (October 12th, 1999)

CONFIDENTIAL TREATMENT EXHIBIT 10.27 OEM DEVELOPMENT SOFTWARE AGREEMENT This agreement is made as of the 9th day of November, 1995, between MITRA IMAGING INCORPORATED, a corporation incorporated under the laws of the Province of Ontario, Canada (hereinafter called "Mitra"), and ACCESS RADIOLOGY CORPORATION, a corporation incorporated in the State of Delaware (hereinafter called "ACCESS"). B A C K G R O U N D 1. ACCESS desires to develop application-specific software using software products marketed by Mitra and to distribute Mitra Software to third party end users (hereinafter called "Customers"); and 2. Mitra has agreed to license ACCESS to do so, NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth the parties hereto agree as follows: 1. Interpretation. 1.1 In this Agreement, each of the following terms has the m

Emed Technologies Corp – SOFTWARE LICENSING AND DEVELOPMENT AGREEMENT (October 12th, 1999)

CONFIDENTIAL TREATMENT EXHIBIT 10.22 SOFTWARE LICENSING AND DEVELOPMENT AGREEMENT This Software Licensing and Development Agreement is entered into as of May 30, 1997 (the "Effective Date") between AWARE, Inc. ("AWARE") and ACCESS Radiology Corporation ("ACCESS"). Background ---------- 1. ACCESS is in the business of providing integrated hardware and software systems and services with respect to the transmission and interpretation of medical images. AWARE develops and licenses proprietary computer software that is useful for compression and web based viewing of digital images. 2. ACCESS and AWARE are currently parties to a Software Supply Agreement dated as of November 8, 1995 (the "Old Agreement") under which ACCESS has licensed certain software from AWARE. 3. ACCESS and AWARE wish to modify the terms of the Old Agreement wi

Emed Technologies Corp – AMENDED AND RESTATED RESELLER AGREEMENT (October 12th, 1999)

CONFIDENTIAL TREATMENT EXHIBIT 10.23 AMENDED AND RESTATED RESELLER AGREEMENT This Amended and Restated Reseller Agreement is made as of May 30, 1997, between ISG TECHNOLOGIES, INC., a corporation incorporated under the laws of the Province of Ontario, Canada (hereinafter called "ISG"), and ACCESS RADIOLOGY CORPORATION, a corporation incorporated in the State of Delaware (hereinafter called "ACCESS"). B A C K G R O U N D : 1. ACCESS and ISG are parties to a Reseller Agreement dated May 17, 1996, as amended by a Supplemental Agreement dated as of September 30, 1996, (as so amended, the "Old Reseller Agreement"), under which ACCESS and ISG have agreed that ACCESS will resell certain medical devices (including software) developed by ISG. 2. ACCESS and ISG wish to amend the Old Reseller Agreement in certain respects. NOW, THEREFORE, in consideration of