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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 format, described in Schedule B attached hereto
and conforming to the specifications set forth in Schedule B. The term "Mitra
Software" is amended to include DTK.


     2. AMENDMENT OF SECTION 2.1.1. Section 2.2.1 is amended to read as follows:

                    2.2.1. The right to use DAP for Windows, DAP for UNIX and
               DTK to develop application-specific software and to sublicense
               such software incorporated in such ACCESS-developed software to
               ACCESS customers in the regular course of business.

     3. AMENDMENT OF SECTION 3.1. Section 3.1. is amended to read as follows:

          3.1 ACCESS shall develop standard form customer licensing provisions
     acceptable to Mitra for use with Mitra Software. No customer shall receive
     any Mitra Software unless such customer shall have signed an Agreement
     (with ACCESS or with a reseller of ACCESS Systems authorized by ACCESS)
     containing the standard form customer sublicensing provisions.

                             Confidential Treatment

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     4. ADDITION OF SECTION 3.6. Section 3 is amended by adding the following
Section 3.6:

          3.6 Notwithstanding Section 3.2 or any other provision of this
     Agreement, Mitra Software may be licensed to the Government of the United
     States of America, or an agency or instrumentality thereof, under an
     Agreement containing software licensing terms generally used by the United
     States Government (or the agency or instrumentality to which the Mitra
     Software is licensed) for procurement of commercial software.

     5. ADDITION OF SECTION 4.1.5. Section 4.1 is amended by adding the
following Section 4.1.5:


               4.1.5. A License fee of [*THE CONFIDENTIAL PORTION HAS BEEN
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION.] for each copy of application software incorporating [*THE
          CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION.] which is sublicensed to an Access
          customer.





     6. AMENDMENT OF SECTION 8.1. Section 8.1 is amended to read as follows:

          8.1. This Agreement shall have an initial term ending on December 31,
     2001, subject to earlier termination as provided below.

     7. COUNTERPARTS; EFFECTIVENESS. This Amendment shall become effective when
executed by MITRA and ACCESS. This Amendment may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Upon the effectiveness of this
Agreement, all references in the OEM Agreement to the "Agreement", "hereof",
"hereunder" and similar references shall be deemed to refer to the OEM Agreement
as amended hereby. Except as expressly amended hereby, all terms of the OEM
Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.

ACCESS RADIOLOGY CORPORATION        MITRA IMAGING INCORPORATED

By: /s/ Howard Pinsky               By: /s/ Eric Petersen
    ----------------------------        ---------------------------
    Name: Howard Pinsky                 Name:  Eric Petersen

    Vice President of Technology        President
    ----------------------------        ---------------------------
    Title:                              Title:


                             Confidential Treatment

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