EXHIBIT 10.12

Software Distribution Agreement

This Software License Agreement is entered into on December 14, 2001 hereto,
by and between New Mexico Software Inc. ("Licensor") a New Mexico corporation,
with offices at 5041 Indian School NE, Albuquerque, New Mexico 87110 and Sony
Electronics Inc. ("Licensee"), with offices at 1 Sony Drive, Park Ridge New
Jersey  07656-8003.

Whereas, Sony has developed a Digital Capture Device and Server to capture,
digitize, store, and transmit images in medical applications, and New Mexico
Software has developed a software system that allows managed storage and
access to digital assets including digital images, and will develop a version
thereof called AMCv1.0 adapted for management of medical images on a single
server at an end user customer site.

Now, Therefore, Licensor and Licensee agree to the terms and conditions
attached hereto establishing their respective rights and obligations relating
to Licensee's distribution of Licensee's Server.

In Witness Whereof, the parties hereto have caused this Agreement to be
executed by their authorized representatives.

Licensee:                         Licensor:
Sony Electronics Inc.             New Mexico Software Inc.

BY: /s/ Andrew Mougis             BY: /s/ Richard F. Govatski

NAME: Andrew Mougis               NAME: Richard F. Govatski

TITLE: SVP                        TITLE: President

DATE: 1/7/02                      DATE: 12/14/01

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1.   DEFINITIONS.  As used in this Agreement, any capitalized term, which is
     defined in this Agreement or in the attached Exhibit A (Definitions) of
     this Agreement shall have the meaning specified therein.

2.   GRANT OF LICENSE
     2.1. Licensor hereby grants to Licensee, for the term of this Agreement,
     a royalty-bearing, worldwide right and license to, within the Field of
     Use:
          2.1.1.    use the Licensed Software internally for testing purposes;
          2.1.2.    distribute the Licensed Software to End Users for their
                    use in connection with a Licensee Server, pursuant to the
                    End User License Agreement attached hereto;
          2.1.3.    reproduce and have reproduced the Licensed Software to the
                    extent reasonably necessary for the exercise of the other
                    rights granted herein; and,
          2.1.4.    to market, distribute, reproduce, have reproduced, edit,
                    translate and modify information and documentation related
                    to the Licensed Software, to incorporate any such material
                    into written materials produced by Licensee, and to use
                    such material to further Licensee's support, maintenance,
                    development, marketing and distribution efforts in
                    connection with the Licensed Software;
     2.2. Nothing contained herein shall be construed as obligating Licensee
          to advertise, market or distribute the Licensed Software.
     2.3. Until July 31, 2002, Licensee shall deal exclusively with Licensor
          for software having the general capabilities of the Licensed Software
          within the Field of Use, and will not distribute, market, or promote
          products or services that could reasonably be expected to detract
          from actual or potential use of Licensed Software.

3.   CONSIDERATION
     3.1. Licensee shall pay Licensor the royalty amounts specified in Exhibit
          B (Fee Schedule).
     3.2. Licensor shall pay all personal property taxes assessed on the
          Licensed Software and taxes based on Licensor's net income.
     3.3. Within 30 days of the end of each calendar month during the term of
          this Agreement, Licensee shall send to Licensor:
          3.3.1.    a summary report setting forth the number of copies of the
                    Licensed Software distributed during the preceding month
                    for which a royalty fee is due;
          3.3.2.    a computation of royalties due; and
          3.3.3.    payment of royalties due in U.S. currency.
     3.4. Licensee shall maintain records of reproduction and distribution of
          all copies of Licensed Software subject to royalty for a period of
          two (2) years following the event giving rise to the royalty payment
          obligation.  Licensee shall also, at Licensor's expense, and subject
          to such obligations of confidentiality as the Licensee may reasonably
          require, permit a mutually agreed upon certified public accountant
          to have reasonable access, at a time mutually agreed to during
          Licensee's normal business hours, to audit, on an annual basis,
          Licensee's records and books of account which solely relate to
          reproduction and distribution of copies of Licensed Software subject
          to royalty, for the purpose of determining whether the appropriate
          royalties have been paid to Licensor.

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4.   TERM OF AGREEMENT
       4.1. The term of this Agreement shall commence as of the date first
            above written and extend until July 31, 2002.
       4.2  Unless earlier terminated as provided in Section 9, Licensee may
            elect to extend the term of this Agreement for an unlimited number
            of additional one (1) year terms (subject to the royalty
            obligations set forth in Section 3) by Licensee giving Licensor
            notice of such election within the ninety (90) day period prior
            to the expiration of the then current term.

5.   WARRANTY
     5.1. Licensor represents and warrants to Licensee that:
          5.1.1.    Licensor is the true and lawful owner of the Licensed
                    Software, or, for any of the Licensed Software as to which
                    it is not the owner, Licensor has the rights necessary for
                    full performance of Licensee's obligations hereunder; and
          5.1.2.    during the term of this Agreement Licensor will have full
                    power and authority to license the Licensed Software to
                    Licensee and convey all other rights and licenses granted
                    to Licensee under this Agreement.

6.   SUPPORT
     6.1. Licensor shall provide Licensee with ongoing support and maintenance
          for the Licensed Software pursuant to this Section for the period
          and for the fees outlined in Exhibit B.
     6.2. For support and maintenance Licensor shall:
          6.2.1.    have trained support personnel with working knowledge of
                    the Licensed Software available for telephone consultation
                    with Licensee's support personnel during Licensor's normal
                    operating hours;
          6.2.2.    correct any deviation of the Licensed Software from the
                    Specification within five (5) days.
     6.3. Licensor's obligations to provide support and maintenance are
          conditioned upon Licensee:
          6.3.1.    giving notice to Licensor's support personnel;
          6.3.2.    using its good faith efforts to convey an accurate
                    description of the deviation, to reasonably analyze the
                    potential reasons causing the deviation, and to create an
                    appropriate environment allowing Licensor to inquire
                    further about the nature of the deviation.
     6.4. After determination that a deviation from the Specification exists
          with the Licensed Software, and upon Licensee's reasonable request,
          Licensor shall provide a Fix Release to Licensee without additional
          charge.
     6.5. Both parties shall supply the other party with a current and ongoing
          exchange of information relative to any problem encountered by
          End-Users pertaining to the Licensed Software.  The parties understand
          that the right and duty to exchange such information is to be broadly
          construed, and may encompass situations that do not call for either
          party's response under this Section.
     6.6. Licensor's obligations to provide support and maintenance under this
          Section shall survive the expiration or earlier termination of this
          Agreement by one (1) year.

7.   OWNERSHIP RIGHTS
     7.1. As between Licensor and Licensee, title to the Licensed Software and
          its related documentation created by Licensor and delivered by
          Licensor to Licensee pursuant to this Agreement shall remain vested
          in Licensor.

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     7.2. Any addition or change to the Licensed Software made by Licensor or
          Licensee during the term of this Agreement shall be the property of
          Licensor.

8.   INDEMNITY
     8.1. Licensor shall defend, at its expense, any suit or proceeding brought
          against Licensee and End Users, and will pay all damages and costs
          awarded in such suit or proceeding, insofar as such suit or
          proceeding is based on a claim that the Licensed Software, used
          unmodified, for its intended purpose, and in accordance with the End
          User License Agreement and this Agreement, infringes any patent,
          copyright, trade secret, or any trademark, or misappropriates any
          other proprietary right, provided Licensee or the affected End User
          gives Licensor prompt notice of any such claim and Licensor is given
          reasonable assistance, at Licensor's cost, in such defense.
     8.2. In the event that, in any jurisdiction, the Licensed Software is
          held in a suit or proceeding to infringe any patent, copyright, trade
          secret or trademark, or misappropriate any other proprietary right or
          its use is enjoined, Licensor, at its own expense, shall, for Licensed
          Software used in that jurisdiction, either:  (a) procure for Licensee
          the right to continue using the Licensed Software; (b) modify the
          Licensed Software so that it becomes noninfringing while still
          conforming to the Specification; or, (c) refund all royalties paid
          for Licensed Software that infringes or misappropriates, in which
          case Licensee's rights in the Licensed Software shall terminate.

9.   TERMINATION
     9.1. If a party fails to perform any of its obligations under this
          Agreement and such failure remains uncured for a period of thirty
          (30) days following the non-defaulting party giving the defaulting
          party notice thereof, then the nondefaulting party, in addition to
          any other rights available to it under law or in equity, may withhold
          its performance or may terminate this agreement at any time by giving
          the defaulting party notice thereof.
     9.2. Notwithstanding Section 9.1, if Licensee is the nondefaulting party
          and Licensee terminates this Agreement, the rights, licenses and
          options granted herein, notwithstanding such termination, shall
          remain in effect to the extent necessary to support and maintain
          licenses to End Users already in effect.
     9.2. Licenses to End Users already issued shall remain in effect despite
          any termination of this Agreement, provided that royalties due
          pursuant to Section 3.1 have been paid and that such End Users are
          in compliance with the End User License Agreement.

10.  SURVIVAL.  The respective rights and obligations of the parties pursuant
     to Sections 2.3, 3, 5-9, and 11-15 shall survive the expiration or earlier
     termination of this Agreement.

11.  COPYRIGHT.  Any packaging Licensee uses to contain the Licensed Software
     (or other software of which the Licensed Software is a part) shall contain
     a copyright notice specifying the year(s) of software development and the
     notice "copyright New Mexico Software, Inc.," or such other notice as
     Licensor shall reasonably direct to conform to applicable law.

12.  SOURCE CODE
     12.1.     Promptly upon Licensor's delivery, and Licensee's acceptance as
               meeting the Specification of the Licensed Software in accordance
               with the Specification, Licensor shall deposit the Source for
               the Licensed Software with an escrow agent (Escrow Agent)
               acceptable to both the Licensor and Licensee under the terms
               and conditions set forth in an escrow agreement (Escrow
               Agreement) acceptable to both Licensor

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               and Licensee, and that such Escrow Agreement shall contain the
               release provisions set forth in below.  The cost of such Escrow
               Agreement will be  borne by Licensee.
     12.2.     Licensor shall update the Source with the Escrow Agent within
               ten (10) days after acceptance by Licensee of an object code
               copy of the Licensed Software different from the object code
               copy previously accepted by Licensee.
     12.3.     Licensor hereby grants Licensee a contingent license, which is
               subject to the conditions in this Section, to use the Source
               for support and maintenance purposes only.  Licensee shall
               disclose the Source only to its employees where such disclosure
               is necessary for Licensee's enjoyment of its license to the
               Source.  The Escrow Agent shall release the Source to Licensee
               and this contingent license shall become effective if Licensor,
               at any time during the term of this Agreement:
               12.3.1.   Licensor ceases, for any reason, to do business; or
               12.3.2.   Licenosor fails to perform its support and maintenance
                         obligations hereunder and such failure remains uncured
                         for a period of thirty (30) day following Licensee
                         giving Licensor notice thereof; or
               12.3.3.   Licensor commits any act of bankruptcy within the
                         meaning of the Bankruptcy Code; or
               12.3.4.   if bankruptcy, receivership, insolvency,
                         reorganization, dissloution, liquidation, or other
                         similar proceedings are instituted by or against
                         Licensor and any of its assigned under any federal
                         or state law, and are not dismissed within sixty (60)
                         days.

13.  LIMITATION OF LIABILITY
     13.1.     IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
               SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY
               KIND WHICH MAY BE SUFFERED BY THE OTHER.  SUCH DAMAGES INCLUDE,
               BUT ARE NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES
               ON ACCOUNT OF PRESENT OR PROSPECTIVE PROFITS, EXPENDITURES,
               INVESTMENTS OR COMMITMENTS, WHETHER MADE IN THE ESTABLISHMENT,
               DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL,
               OR FOR ANY OTHER REASON WHATSOEVER, INCLUDING, BUT NOT LIMITED
               TO, THE CLAIMS OF ANY THIRD PARTY.
     13.2.     The parties acknowledge that this limitation of liability will
               in no way affect either party's right to seek appropriate relief
               at law for any death, personal injury or property damage
               resulting from the other's negligence, willful misconduct or
               strict liability in tort arising out of the subject matter of
               this Agreement.
     13.3.     Licensor warrants that the Licensed Software will conform to
               the Specification.  Apart from that warranty, the Licensed
               Software is made available AS-IS.  Except as provided in the End
               User License Agreement attached to this Agreement, all other
               warranties, including any warranties of MERCHANTABILITY and
               FITNESS FOR A PARTICULAR PURPOSE are DISCLAIMED.

14.  NOTICE.  All notices and other communications required or permitted to be
     given under this Agreement shall be in writing and will be delivered
     personally, or mailed by registered or certified mail, return receipt
     requested, postage prepaid, or by telex, telecopy or other form of

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     rapid transmission, confirmed by mailing as described above, addressed
     as follows:

     If to Licensee:
     Sony Electronics Inc.
     1 Sony Drive MD-3F3
     Park Ridge, NJ 07656
     Attention: Robert Ellis, GM, Business Development
     Facsimile # (201) 930-6459
     With a copy to:
     Sony Electronics Inc.
     1 Sony Drive
     Park Ridge, NJ  07656
     Attention:  General Counsel, Law Department
     Facsimile # (201) 930-6099

     If to Licensor:
     New Mexico Software
     5041 Indian School NE
     Albuquerque, New Mexico 87110
     Attn: Dick Govatski, CEO
     Facsimile # (505) 255-7201

15.  GENERAL PROVISIONS
     15.1.     No right or interest in this Agreement shall be assigned or
               subcontracted by Licensor without the prior written consent of
               Licensee, and no delegation of Licensor's support and
               maintenance obligations under Section 6 may be made without such
               consent of Licensee, which consents may be withheld for any or
               no reason.  Notwithstanding the foregoing, Licensor may assign
               its interest in this Agreement to a successor to the entire
               portion of its business associated with this Agreement without
               the consent of Licensee.  Licensor may subcontract the
               performance of its support and maintenance obligations under
               Section 6.1 to third parties without Licensee's consent but by
               giving Licensee notice thereof, so long as Licensor remains
               primarily liable to Licensee therefor.
     15.2.     Either party's waiver of any breach or failure to enforce any
               of the terms and conditions of this Agreement at any time shall
               not in any way affect, limit or waive such party's right
               thereafter to enforce and compel strict compliance with every
               term and condition hereof.
     15.3.     This Agreement shall be deemed to have been made and executed
               in the State of New Mexico and any dispute arising hereunder
               shall be resolved in accordance with the laws of New Mexico,
               without reference to its conflict of laws principles.
     15.4.     Except as specifically provided in this Agreement, the rights
               and remedies of the parties set forth herein shall be
               cumulative and in addition to any rights and remedies available
               to them at law and/or in equity.
     15.5.     This Agreement constitutes the complete agreement between the
               parties and supersedes all prior communications and agreements
               between them with respect to the subject matter hereof and may
               not be mofified or otherwise amended except by a further writing
               executed by both parties hereto, which writing specifies that
               it is an amendment hereto.

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     15.6.     This Agreement was drafted with the joint participation of the
               parties and/or their legal counsel and any ambiguity contained
               herein shall not be construed against any party as the draftsman,
               but in accordance with its fair meaning.
     15.7.     If any provision of this Agreement is held invalied or
               unenforceable by any court of final jurisdiction, it is the
               intent of the parties that all other provision of this Agreement
               be construed to remain fully valid, enforceable, and bindig on
               the parties, and that the invalid or unenforceable provision be
               severed herefrom only to the extent necessary to correct such
               invalidity or unenforceability.


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Exhibit A - DEFINITIONS
1.   End User means an entity which is granted the right to use the Licensed
     Software in connection with the Licensee Server, but does not received any
     rights to further distribute the Licensed Software.
2.   Field of Use means the storage and management of digital images obtained
     in the course of providing human health care.
3.   Fix Release means any Release provided between Versions primarily to corect
     errors and any defects in, or make modifications and enhancements to, the
     immediately preceding Version of Licensed Software.
4.   Licensed Software means AMCv1.0, as set forth in the Specification.
5.   Licensee Server means Licensee's Digital Capture Device and Server.
6.   Release means a tested copy of Licensed Software that Licensor delivers to
     Licensee.  A release letter created by licensor specifying the date of the
     Release and the changes therein shall accompany each release.
7.   Revision means the initial version of the Licensed Software and subsequent
     releases, which contain substantial new features (including but not limited
     to significant new functions and/or substantial performance improvements
     over the latest prior Revisions), and incorporates all object code
     corrections and Fix Releases from the latest prior Revision.
8.   Souce means the source code and related documentation for each Fix
     Release, Release or Revision of the Licensed Software accepted by Licensee.
     The documentation includes the product manual.
9.   Specification means the specification for Licnesor's AMCv1.0 software
     attached to this Agreement.
10.  Version means a rendition of the Licensed Software that is developed to
     substantially conform to its own corresponding specification.


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Exhibit B - FEE SCHEDULE

1.   Royalties
     1.1. For each installation of the Licensed Software on the Licensee
          Servers, Licensee shall provide the End User with a License key
          obtained from Licensor.  For the first 500 (five hundred)
          installations, Licensee shall pay a royalty of $2,000.00 (two
          thousand dollars) per installation.  From 501 (five hundred and one)
          to 1,000 (one thousand) installations, Licensee shall pay a royalty
          of $1,500.00 (fifteen hundred dollars), and for all installations
          beyond 1,000 (one thousand), Licensee shall pay a royalty of
          $1,000.00 (one thousand dollars) per installation.
     1.2. Licensee may use the Licensed Software for Backup of the Licensed
          Software, archives of the Licensed Software, maintenance of the
          Licensed Software, replacement of the Licensed Software, support for
          the Licensed Software, development of systems to work in connection
          with the Licensed Software, testing of systems including the Licensed
          Software, and for demonstrating the Licensed Software to prospective
          customers at no charge, all without payment of a royalty fee to
          Licensor.

2.   Support
     2.1. Licensor shall provide programming support to ensure that the
          Licensed Software conforms to the Specification at no charge to
          Licensee.
     2.2. Licensee shall pay Licensor at Licensor's most favorable rates
          charged any customer for the same service for any support or
          maintenance services, including training and installation assistance.
     2.3. Licensor has no obligation to provide features, performance, or
          capabilities in the Licensed Software beyond those in the
          Specification.



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