EXHIBIT
      10.3

    


    NEGATIVE
      PLEDGE AGREEMENT

    


    THIS
      NEGATIVE PLEDGE AGREEMENT (this “Agreement”) is made this 30th day of June, 2008
      by iCAD, INC., a corporation organized under the laws of the State of Delaware
      and having its chief executive office at 98 Spit Brook Road, Nashua, New
      Hampshire 03062 (the “Borrower”), in favor RBS CITIZENS, N.A., having a banking
      office at 53 State Street, Boston, Massachusetts 02109 (the
“Lender”).

    


    The
      Borrower has requested that the Lender enter into a certain Loan and Security
      Agreement with Borrower of even date herewith (as the same may be amended,
      modified, supplemented, extended or restated from time to time, the
“Loan
      Agreement”)
      and
      that Lender agree to make loans and other credits to the Borrower upon the
      terms
      and subject to the conditions set forth therein.

    


    Lender
      has required that Borrower enter into this Agreement as a condition precedent
      to
      Lender’s entering into the Loan Agreement.

    


    In
      order
      to induce the Lender to enter into the Loan Agreement and to make or continue
      to
      make loans and other credits available to the Borrower upon the terms and
      subject to the conditions set forth therein, and in consideration thereof,
      and
      for other good and valuable consideration, the receipt and adequacy of which
      are
      hereby acknowledged, the Borrower agrees as follows:

    


    Section
      1. Definitions.
      All
      capitalized terms used herein or in any certificate, report or other document
      delivered pursuant hereto shall have the meanings assigned to them below or
      in
      the Loan Agreement.

    


    Section
      2. Negative
      Pledge.
      The
      Borrower hereby covenants that it shall not create, incur, assume or suffer
      to
      exist any Lien, other than Permitted Encumbrances, or any other negative pledge,
      on or with respect to the Intellectual Property Rights. The Borrower further
      covenants and agrees that, except for Intellectual Property Rights of little
      or
      no value which are no longer used or useful in the business of Borrower, it
      shall not sell, transfer, assign or otherwise alienate its Intellectual Property
      Rights, other than for fair consideration in the ordinary course of Borrower’s
      business, without the prior written consent of Lender which shall not be
      unreasonably withheld or delayed. 

    


    Section
      3. Notices.
      All
      notices, approvals, requests, demands and other communications hereunder shall
      be given in accordance with Section 22(g) of the Loan Agreement.

    


    Section
      4. Consent
      to Jurisdiction.
      Borrower and Lender agree that any action or proceeding to enforce or arising
      out of this Agreement may be commenced in any court of the Commonwealth of
      Massachusetts sitting in the counties of Suffolk or Middlesex, or in the
      District Court of the United States for the District of Massachusetts, and
      Borrower waives personal service of process and agrees that a summons and
      complaint commencing an action or proceeding in any such court shall be properly
      served and confer personal jurisdiction if served by registered or certified
      mail to Borrower, or as otherwise provided by the laws of the Commonwealth
      of
      Massachusetts or the United States of America.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      5. WAIVER
      OF JURY TRIAL.
      BORROWER AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
      ANY RIGHT THEY MAY HAVE OR HEREAFTER HAVE TO A TRIAL BY JURY IN RESPECT OF
      ANY
      SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
      Borrower hereby certifies that neither Lender nor any of its representatives,
      agents or counsel has represented, expressly or otherwise, that Lender would
      not, in the event of any such suit, action or proceeding, seek to enforce this
      waiver of right to trial by jury. Borrower acknowledges that Lender has been
      induced to enter into this Agreement and the Loan Agreement by, among other
      things, this waiver. Borrower acknowledges that it has read the provisions
      of
      this Agreement and in particular, this section; has consulted legal counsel;
      understands the right it is granting in this Agreement and is waiving in this
      section in particular; and makes the above waiver knowingly, voluntarily and
      intentionally.

    


    Section
      6. General.
      This
      Agreement may not be amended or modified expect by a writing signed
      by
      each of the Borrower and Lender. This Agreement shall be binding upon and inure
      to the benefit of the Borrower and its successors and assigns, and shall be
      shall be binding upon and inure to the benefit of and be enforceable by the
      Lender and its successors and assigns; provided
      that the
      Borrower may not assign or transfer its rights or obligations hereunder. This
      Agreement and any amendment hereof may be executed in several counterparts
      and
      by each party on a separate counterpart, each of which when executed and
      delivered shall be an original, but all of which together shall constitute
      one
      agreement. Section headings are for convenience of reference only and are not
      a
      part of this Agreement. 

    


    IN
      WITNESS WHEREOF, the Borrower has caused this Agreement to be duly executed
      as
      an instrument under seal as of the date first written above.

    


    
      
        	 WITNESS	   iCAD,
                INC.


      

    

    


    
      	
              /s/Annette
                Heroux

            	 By:	
              /s/Darlene
                Deptula-Hicks

            
	 	Darlene
              Deptula-Hicks
Executive VP of Finance and Chief Financial
              Officer


    

    


    ACCEPTED
      AS OF THE

    DATE
      FIRST ABOVE WRITTEN

    RBS
      CITIZENS, N.A.

    


    
      	 By:	
              /s/Victoria
                Lazzell

            
	 Victoria
              Lazzell, Sr. Vice President


    

     

    
      
        
        

      

      
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