EXHIBIT 10 (q)

THE  WARRANTS  REPRESENTED  BY THIS  CERTIFICATE  AND THE SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES  ACT") OR ANY STATE SECURITIES LAWS AND MAY
NOT BE  OFFERED  OR  SOLD  EXCEPT  (i)  PURSUANT  TO AN  EFFECTIVE  REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE  STATE  SECURITIES LAWS OR
(ii) UPON THE  DELIVERY  BY THE HOLDER TO THE  COMPANY OF AN OPINION OF COUNSEL,
REASONABLY  SATISFACTORY  TO COUNSEL FOR THE COMPANY,  STATING THAT AN EXEMPTION
FROM REGISTRATION  UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
IS AVAILABLE FOR THE OFFER AND SALE OF SUCH SECURITIES.


                               WARRANT CERTIFICATE
                                       OF
                                   ICAD, INC.

                 Warrant to Purchase [ ] Shares of Common Stock
                            Par value $0.01 per share
                          Date as of December 15, 2004

      This  Warrant  Certificate  certifies  that [ ] or [his] [its]  registered
assigns (the "Holder"), is the registered holder of Warrants to purchase, at any
time from December 15, 2004 until 5:00 P.M., New York local time on December 15,
2009 (the "Expiration  Date"),  up to [ ] fully paid and  nonassessable  shares,
subject to adjustment in accordance with Section 5 hereof (the "Warrant Shares")
of Common Stock, at the exercise price per Warrant Share,  and in the manner and
subject to the conditions and adjustments, hereinafter provided.

      1.    Exercise of Warrant.

            1.1   Cash  Exercise.  The  Warrants  represented  by  this  Warrant
Certificate  are each  initially  exercisable to purchase one Warrant Share at a
price of $5.50 per Warrant Share payable in cash or by check to the order of the
Company,  or any  combination  thereof,  subject to  adjustment  as  provided in
Section 5 hereof.  Upon surrender of this Warrant  Certificate  with the annexed
Form of Election to Purchase and  Representations  and Warranties duly executed,
together  with payment of the Exercise  Price (as  hereinafter  defined) for the
Warrant  Shares  purchased by wire  transfer or certified or bank check,  at the
Company's  principal offices  (currently  located at 4 Townsend West - Suite 17,
Nashua,  NH 03063),  the Holder  shall be entitled to receive a  certificate  or
certificates   for  the  Warrant  Shares  so  purchased.   The  purchase  rights
represented  by this Warrant  Certificate  are  exercisable at the option of the
Holder,  in whole or in part (but not as to fractional  Warrant Shares).  In the
case of the purchase of less than all the Warrant Shares  purchasable under this
Warrant Certificate,  the Company shall cancel this Warrant Certificate upon its
surrender to the Company and shall execute and deliver a new Warrant Certificate
of like  tenor  and date  for the  balance  of the  Warrant  Shares  purchasable
hereunder.


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<PAGE>


            1.2   Cashless  Exercise.  In lieu of  exercising  this  Warrant  in
accordance  with Section 1(a) hereof,  at any time after 120 days after  closing
when the Company does not have an effective  registration  statement  filed with
the Securities and Exchange  Commission  covering the Warrant Shares, the Holder
may,  at the  Holder's  option,  exchange,  in whole or in  part,  the  Warrants
represented by this Warrant Certificate (a "Warrant Exchange"),  into the number
of  Warrant  Shares   determined  in  accordance   with  this  Section  1.2,  by
surrendering this Warrant  Certificate at the principal office of the Company or
at the  office  of its  transfer  agent,  accompanied  by a notice  stating  the
Holder's  intent to effect  such  exchange,  the  number  of  Warrants  to be so
exchanged and the date on which the Holder  requests that such Warrant  Exchange
occur (the "Notice of Exchange").  The Warrant  Exchange shall take place on the
date  specified in the Notice of Exchange  or, if later,  the date the Notice of
Exchange  is  received  by the  Company  (the  "Exchange  Date").  The Notice of
Exchange  may be  delivered  to the Company  via  facsimile,  provided  that the
Warrant  Certificate  is received by the Company no later than one (1)  business
day  following  the date on which the Notice of  Exchange  was  received  by the
Company. Certificates for the Warrant Shares issuable upon such Warrant Exchange
and,  if  applicable,  a new  Warrant  Certificate  of like  tenor  representing
Warrants  which were  subject to the  surrendered  Warrant  Certificate  and not
included in the Warrant  Exchange,  shall be issued as of the Exchange  Date and
delivered to the Holder.  In connection  with any Warrant  Exchange,  the Holder
shall be entitled to subscribe for and acquire (i) the number of Warrant  Shares
(rounded to the nearest  integer)  which would,  but for such Warrant  Exchange,
then be  issuable  pursuant  to the  provisions  of Section  1.1 hereof upon the
exercise of the Warrants  specified by the Holder in its Notice of Exchange (the
"Total  Share  Number")  less (ii) the  number of  Warrant  Shares  equal to the
quotient  obtained by dividing (a) the product of the Total Share Number and the
existing  Exercise Price (as  hereinafter  defined) per Warrant Share by (b) the
Market Price (as hereinafter defined) of the Common Shares on the Exchange Date.
"Market  Price" at any date shall be deemed to be average of the last sale price
of the Common Shares for the ten (10) consecutive trading days ending on the day
prior to the date of  determination  as  officially  reported  by the  principal
securities exchange on which the Common Shares are listed or admitted to trading
or as reported in the NASDAQ  National  Market System,  or, if the Common Shares
are not listed or admitted  to trading on any  national  securities  exchange or
quoted on the NASDAQ National Market System, the last sale price as furnished by
(i) NASD Regulation,  Inc. through NASDAQ, (ii) a similar organization if NASDAQ
is no longer  reporting such  information,  or, (iii) an inter-dealer  quotation
system or the "pink sheets" which provides such information if the Common Shares
are not traded on NASDAQ or a similar  organization or, (d) if the Common Shares
are not traded on NASDAQ,  a similar  organization or an inter-dealer  quotation
system or the "pink  sheets,"  the fair market  value of the Common  Shares,  as
determined in good faith by  resolution of the directors  (other than a designee
of the  holders  of the  Notes) of the  Company,  as of the date of the  Warrant
Exchange.

      2.    Issuance of Warrant Shares.  Upon the exercise of all or part of the
Warrants, the issuance of certificates for the Warrant Shares purchased shall be
made without charge to the Holder,  including,  without limitation,  for any tax
which may be payable in respect of the issuance  thereof,  and such certificates
shall be issued  in the name of, or in such  names as may be  directed  by,  the
Holder; provided, however, that the Company shall not be required to pay any tax
which may be payable in respect of any  transfer  involved in the  issuance  and
delivery  of any such  certificates  in a name other than that of the Holder and
the Company shall not be required to issue or deliver such  certificates  unless
or until the  Holder  shall have paid to the  Company  the amount of such tax or
shall have established to the satisfaction of the Company that such tax has been
paid.


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<PAGE>


      3.    Investment  Representation and Legend. The Holder, by his acceptance
hereof,  covenants  and  agrees  that the  Warrants  have  been  acquired  as an
investment and not with a view to the  distribution  thereof.  In addition,  the
Company may require the Holder,  as a condition to the exercise of the Warrants,
to (i) give  written  assurance  satisfactory  to the  Company  that the Warrant
Shares are being  acquired for the Holder's own account,  for  investment  only,
with no view to the distribution of same, and that any subsequent  resale of any
such Warrant  Shares either shall be made pursuant to a  registration  statement
under the Securities  Act which has become  effective and is current with regard
to the Warrant  Shares  being sold,  or shall be pursuant to an  exemption  from
registration under the Securities Act and (ii) deliver to the Company an opinion
of counsel  satisfactory  to the Company  that the Warrant  Shares may be issued
upon such  particular  exercise in compliance  with the  Securities  Act without
registration  thereunder.  Unless and until registered under the Securities Act,
any  Warrant  Certificates  issued  pursuant  hereto and,  upon  exercise of the
Warrants, in part or in whole, any certificates  representing the Warrant Shares
so purchased shall bear a legend  substantially  similar to the legend set forth
on the facing page of this Warrant Certificate.  Without limiting the generality
of the  foregoing,  the Company may delay  issuance of the Warrant  Shares until
completion  of any action or obtaining of any consent,  which the Company  deems
necessary  under  any  applicable  law  (including,  without  limitation,  state
securities or "blue sky" laws).

      4.    Exercise  Price.  The  exercise  price of each  Warrant is $5.50 per
Warrant  Share,  subject  to  adjustment  as set forth in  Section 5 below  (the
"Exercise Price").

      5.    Adjustments of Exercise Price and Number of Warrant Shares.

            5.1   Subdivision and Combination.  In case the Company shall at any
time subdivide or combine the outstanding  shares of Common Stock,  the Exercise
Price shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.

            5.2   Adjustment in Number of Warrant  Shares.  Upon each adjustment
of the Exercise  Price  pursuant to the provisions of this Section 5, the number
of Warrant  Shares  issuable upon the exercise of each Warrant shall be adjusted
to the nearest full Warrant Share by  multiplying a number equal to the Exercise
Price in effect  immediately  prior to such  adjustment by the number of Warrant
Shares  issuable  upon  exercise  of the  Warrants  immediately  prior  to  such
adjustment and dividing the product so obtained by the adjusted Exercise Price.

            5.3   Reclassification,  Consolidation,  Merger, etc. In case of any
reclassification or change of the outstanding shares of Common Stock (other than
a change in par value to no par value,  or from no par value to par value, or as
a result of a subdivision or combination),  or in the case of any  consolidation
of the Company with, or merger of the Company into,  another  corporation (other
than a consolidation or merger in which the Company is the surviving corporation


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<PAGE>


and which does not result in any  reclassification  or change of the outstanding
shares  of  Common  Stock,  except a  change  as a result  of a  subdivision  or
combination of such shares or a change in par value,  as  aforesaid),  or in the
case of a sale or  conveyance  of the  property of the Company as an entirety to
another corporation, the Holders shall thereafter have the right to purchase the
kind and number of shares of stock and other securities and property  receivable
upon such reclassification, change, consolidation, merger, sale or conveyance as
if the Holders  were the owners of the Warrant  Shares  underlying  the Warrants
immediately  prior to any such events at a price equal to the product of (x) the
number of Warrant Shares issuable upon exercise of the Holder's Warrants and (y)
the  Exercise  Price in effect  immediately  prior to the  record  date for such
reclassification,  change, consolidation,  merger, sale or conveyance as if such
Holders had exercised the Warrants.

      6.    Exchange  and  Replacement  of  Warrant  Certificate.  This  Warrant
Certificate is exchangeable  without  expense,  upon the surrender hereof by the
registered  Holder at the principal  executive office of the Company,  for a new
Warrant  Certificate  of like tenor and date  representing  in the aggregate the
right to purchase  the same number of Warrant  Shares in such  denominations  as
shall be designated by the Holder hereof at the time of such surrender.

            Upon receipt by the Company of evidence  reasonably  satisfactory to
it of the loss,  theft,  destruction or mutilation of this Warrant  Certificate,
and, in case of loss, theft or destruction,  of indemnity or security reasonably
satisfactory to it, and reimbursement to the Company of all reasonable  expenses
incidental  thereto,   and  upon  surrender  and  cancellation  of  the  Warrant
Certificate,  if  mutilated,  the  Company  will make and  deliver a new Warrant
Certificate of like tenor, in lieu hereof.

      7.    Fractional  Warrant  Shares.  No fractional  Warrant  Shares will be
issued upon the exercise of the Warrants.  As to any fraction of a Warrant Share
which the Holder would otherwise be entitled to purchase upon such exercise, the
Company shall pay to such Holder the cash value thereof.

      8.    Reservation  of Shares.  The Company  shall at all times reserve and
keep  available out of its  authorized  shares of Common  Stock,  solely for the
purpose of issuance  upon the exercise of the  Warrants,  such number of Warrant
Shares as shall be issuable upon the exercise thereof. The Company covenants and
agrees that,  upon  exercise of the  Warrants and payment of the Exercise  Price
therefor,  all Warrant  Shares  issuable  upon such  exercise  shall be duly and
validly  issued,  fully paid,  non-assessable  and not subject to the preemptive
rights of any shareholder.

      9.    Rights  Prior to Exercise of  Warrants.  Nothing  contained  in this
Warrant  Certificate  shall be construed as conferring upon the Holder the right
to vote or to consent or to receive  notice as a  shareholder  in respect of any
meetings of shareholders  for the election of directors or any other matter,  or
as having any rights whatsoever as a shareholder of the Company. If, however, at
any time prior to the expiration of the Warrants and their exercise,  any of the
following events shall occur:

                  (a) the  Company  shall  take a record of the  holders  of its
                  Common  Stock for the purpose of  entitling  them to receive a
                  dividend or distribution  payable otherwise than in cash, or a
                  cash dividend or  distribution  payable  otherwise than out of
                  current or retained  earnings,  as indicated by the accounting
                  treatment of such dividend or distribution on the books of the
                  Company; or


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<PAGE>


                  (b) the  Company  shall offer to all the holders of its Common
                  Stock any additional shares of Common Stock or other shares of
                  capital stock of the Company or securities convertible into or
                  exchangeable for Common Stock or other shares of capital stock
                  of the Company,  or any option,  right or warrant to subscribe
                  therefor;

                  (c) a  dissolution,  liquidation  or winding up of the Company
                  (other than in connection with a consolidation or merger) or a
                  sale of all or substantially  all of its property,  assets and
                  business as an entirety shall be proposed; or

                  (d) the Company shall propose to issue any rights to subscribe
                  for  shares of Common  Stock or any  other  securities  of the
                  Company or of such  affiliate to all the  shareholders  of the
                  Company;

then, in any one or more of said events,  the Company shall give written  notice
of such event at least five (5) days prior to the date fixed as a record date or
the date of closing the transfer books for the determination of the shareholders
entitled to such dividend, distribution,  convertible or exchangeable securities
or  subscription  rights,  options  or  warrants,  or  entitled  to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of closing the transfer  books, as the case may be.
Failure to give such notice or any defect  therein shall not affect the validity
of any action taken in connection  with the  declaration  or payment of any such
dividend or  distribution,  or the issuance of any  convertible or  exchangeable
securities  or  subscription  rights,  options  or  warrants,  or  any  proposed
dissolution, liquidation, winding up or sale.

      10.   Notices.  All notices,  requests,  consents and other communications
hereunder  shall be in  writing  and shall be deemed to have been duly made when
delivered, or mailed by registered or certified mail, return receipt requested:

            (a) If to a  registered  Holder of the  Warrants,  to the address of
such Holder as shown on the books of the Company; or

            (b) If to the  Company,  to the address set forth in Section 1 above
or to such other address as the Company may designate by notice to the Holder.


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<PAGE>


      11.   Governing   Law.   This   Warrant   Certificate   and  any  dispute,
disagreement,  or issue of  construction  or  interpretation  arising  hereunder
whether relating to its execution or validity,  the obligations  provided herein
or the performance hereof shall be governed or interpreted according to the laws
of the State of Delaware without regard to its conflicts of laws provisions.

      IN WITNESS WHEREOF,  the Company has caused this Warrant Certificate to be
duly executed under its corporate seal on the date first written above.


                                                    ICAD, INC.


                                                    By:_________________________
                                                       Name:
                                                       Title:


Dated: December 15, 2004



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<PAGE>


                         [FORM OF ELECTION TO PURCHASE]

      The  undersigned   hereby   irrevocably  elects  to  exercise  the  right,
represented by this Warrant Certificate,  to purchase _________ shares of Common
Stock and  herewith  tenders in payment for such  shares cash or a certified  or
official  bank check  payable in New York  Clearing  House Funds to the order of
Icad, Inc. the amount of $ _____,  all in accordance with the terms hereof.  The
undersigned  requests  that a  certificate  for such shares be registered in the
name of ___________________,  whose address is  ________________________________
_____________________________,   And  that  such  Certificate  be  delivered  to
______________________, whose address
is______________________________________________________________________________



Dated:                                  Signature:______________________________
                                                  (Signature  must conform in
                                                   all  respects  to name of
                                                   holder  as  specified  on
                                                   the  face of the  Warrant
                                                   Certificate.)

                    ________________________________________

                    ________________________________________
                        (Insert Social Security or other
                          Identifying Number of Holder)



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<PAGE>


                         REPRESENTATIONS AND WARRANTIES

The undersigned Holder, in connection with the exercise of this Warrant,  hereby
represents and warrants to Icad, Inc. (the "Company") as follows:

      (a) The Holder is acquiring  the Warrant  Shares for his own account,  for
invest-ment  purposes  only and not with a view  towards or in  connection  with
public sale or distribution  thereof.  The Warrant Shares may not be offered for
sale, sold or otherwise transferred except pursuant to an effective registration
statement under the Act and in compliance  with the applica-ble  securities laws
of any  state or other  jurisdiction,  or  pursuant  to an  opinion  of  counsel
satisfactory  to the Company  that such  registration  is not  required and such
compliance has been obtained. The Company may affix an appropriate legend to any
certificate(s) representing the Warrant Shares to reflect the foregoing.

      (b) The Holder  understands  that the Warrant Shares are being offered and
sold  by  the  Company  in  reliance  on  an  exemption  from  the  registration
requirements  of the Securities Act and  equivalent  state  securities and "blue
sky"  laws,  and that the  Company  is  relying  upon the  accuracy  of, and the
compliance by the Holder with his  representations  and  warranties set forth in
this  letter,  in  determining  the  availability  of  such  exemption  and  the
eligibility of the Holder to acquire the Warrant Shares.

      (c) The  Holder  acknowledges  that he has had access to the  reports  and
other documents filed by the Company with the Securities and Exchange Commission
pursuant to the  Securities  Exchange Act of 1934,  as amended,  and that he has
been given an opportunity to ask questions of, and to receive  answers from, the
Company's management personnel concerning the Company's business and the Warrant
Shares.  The Holder has been provided  access to all  materials  relating to the
business,  financial position and results of operations of the Company,  and all
other  materials  requested  by the  Holder  to enable  him to make an  informed
investment  decision with respect to the acquisition of the Warrant Shares.  The
Holder has such knowledge and experience in financial and business  matters that
he is  capable  of  evaluating  the  merits  and risks of an  investment  in the
Company's securities.

      (d) The Holder is, and upon exercise of the Warrant will be experienced in
making  investments  of the kind  represented by the Warrant  Shares,  and (iii)
capable, by reason of his business and financial  experience,  of evaluating the
relative merits and risks of an investment in the Warrant Shares.

      (e) The Holder  understands that an investment in the Warrants  involves a
high degree of risk, and has the financial  ability to bear the economic risk of
this investment in the Warrants,  including a complete loss of such  investment.
The  Holder  has  adequate  means  for  providing  for  his  current   financial
requirements and has no need for liquidity with respect to this investment.

                                        HOLDER:
                                        ________________________________________
Date:_________________________          Signature:______________________________
                                                  Name:
                                                  Title:
Address:______________________




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<PAGE>


                              [FORM OF ASSIGNMENT]

             (To be executed by the registered holder if such holder
                  Desires to transfer the Warrant Certificate.)

      FOR VALUE RECEIVED __________________________________________

Hereby sells, assigns and transfers unto

________________________________________________________________________________
(Please prints name and address of transferee)

this Warrant  Certificate,  together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint _______________, Attorney, to
transfer  the  within  Warrant  Certificate  on the  books  of the  within-named
Company, with full power of substitution.

Dated:                                  Signature:______________________________
                                                  Signature must conform in all
                                                  respects to name of holder as
                                                  specified on the face of the
                                                  Warrant Certificate)

                                               _________________________________

                                               _________________________________
                                               (Insert Social Security or other
                                                Identifying Number of Holder)


________________________________________

________________________________________
(Insert Social Security or other
Identifying Number of Assignee)






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