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CONFIDENTIAL TREATMENT                                            EXHIBIT 10.25

[ISG LOGO]


December 29, 1998


Mr. Howard Pinsky
Vice President of Technology
Access Radiology Corporation
25 Hartwell Avenue
Lexington, MA 02173

Dear Howard:

This letter outlines the general terms and conditions around which ISG will
agree to provide the VRS 300 Workstation software to Access Radiology at a
reduced cost.  This letter, upon your signature, will constitute an amendment to
the Reseller Agreement dated May 30, 1997.  All other terms and conditions of
the Reseller Agreement shall continue to apply.


1) ACCESS will purchase [*THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] copies of the VRS 300
licensed work for a total cost of [*THE CONFIDENTIAL PORTION HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] A purchase
order must be received by December 31, 1998 for the full amount. ISG will
invoice ACCESS for the full amount, with payment terms of one quarter the total
amount due on the first day of each quarter of 1999 commencing January 1, 1999.
Access will make the VRS 300 software available as part of a larger product
offering. Access may, at ACCESS's option, during the calendar year of 1999
purchase and pay for additional copies of software for [*THE CONFIDENTIAL
PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.] per copy after the [*THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] copies have been
purchased.


2)   Access agrees to assist ISG with obtaining and implementing Aware's wavelet
     compression, and ISG plans to make it available for use on all products and
     components developed and owned by ISG, including but not limited to the IAP
     Tool Kit.  Specifically, ACCESS will release AWARE, Inc. of competitive
     restrictions on AWARE products (that are the sole property of AWARE, Inc.)
     to ISG, so that ISG can use the AWARE.DLL and AWARE plug-ins in their
     products as defined above.  Furthermore:

     i)   ISG may ask Access to provide advice to ISG in matters relating to
          ISG's obtaining FDA market clearance; although ACCESS in no way
          warrants any specific legal expertise in FDA regulatory matters.  If
          appropriate, ACCESS will allow ISG to take advantage of the Access's
          FDA clearance of the Aware Compression/Decompression solution through
          either


                            CONFIDENTIAL TREATMENT
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          reference of substantial equivalence, or through re-packaging and re-
          licensing of ACCESS software components.

     ii)  Access and ISG will work cooperatively in developing decompression
          mechanisms that provide for optimal performance in receiving and
          displaying compressed images.

     iii) [*THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION.]


3)   Access also agrees to have the ISG name and logo included in conjunction
     with the Access "Splash Screen," when the software is started.  The
     software copyrights will also make appropriate reference to ISG and contain
     the ISG logo in the "About VR" window under the Help Menu.  ISG requests
     that a copy of the software be sent to ISG, so that ISG, can verify that
     the correct information and logo are incorporated into the software before
     it is shipped.

4)   Access agrees to continue to promote the ISG workstation products in sales
     to customers that have installed the VRS 300 and Access Servers.

5)   ISG will provide Access with a method of accessing the ISG "Install Wizard"
     to allow Access to modify the program to suit its specific installation
     requirements. ISG acknowledges that ACCESS plans to provide VRS 300 (as a
     part of an ACCESS solutions package) as software only, and plans to use the
     Install Wizard to accomplish this. Further, ACCESS plans to run software on
     operating systems certified by ISG, including Windows 95 and Windows NT.ISG
     will work toward releasing the VRS 300 as quickly as possible under Windows
     98.

6)   The current implementation of the VR WIN suite of products does not support
     different configuration for GDI and Diagnostic Quality (DICOM) printing. If
     the print feature is enabled, both GDI (postscript) and DICOM printing are
     available. For the purpose of this agreement:

     a)  Access Radiology may purchase as an option, on any VRS 300 license
         covered by this agreement, the full print feature. Access must accept
         legal responsibility for enforcing with their end users that the
         software's additional print features, beyond postscript, are not
         activated. If future ISG VR WIN releases separate the DICOM and the
         postscript print features, the new version may be substituted for the
         full version. The cost of this option is [*THE CONFIDENTIAL PORTION HAS
         BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
         COMMISSION.] per license.

     B)  [*THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH
         THE SECURITIES AND EXCHANGE COMMISSION.]


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7)   ACCESS plans to add ACCESS developed application software to the ISG VRS
     products to improve functionality as it relates to end-user workflow. To
     accomplish this, ISG will support the VRS COM Interface Specification V3.0
     for the VRS 300 product, as well as all other VRS Windows (non-UNIX) based
     products, and will support the extensions and modifications of the
     specification on future versions of the VRS product. In addition, ISG will
     make reasonable efforts to modify the above interface Specification as
     requirements and changes are specified by ACCESS. The VRS COM Interface (VR
     Server/Broker) consist of a Development Tool Kit priced at [*THE
     CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
     SECURITIES AND EXCHANGE COMMISSION.] and run time licenses at [*THE
     CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
     SECURITIES AND EXCHANGE COMMISSION.] per license for the VRS 300 and [*THE
     CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
     SECURITIES AND EXCHANGE COMMISSION.] per license for all other VR WIN
     models. The Development Tool Kit will be purchased as part of agreement and
     the run time license can be purchased as an option at any time.

8)   In addition, ACCESS plans to include additional applications (report
     viewing and network diagnostics) available through the VRS 300 product.
     Currently using the default configuration with the small toolbar there is
     no way to access reports. This can be modified by changing the registry to
     turn on the next size toolbar to get access to reports (this is because
     changing to the next size toolbar brings up the study bar which is where
     the report button is). This is not optimum. ISG will therefore add either a
     report button to the toolbar and/or have report accessible from the menu
     bars.

Please indicate your agreement to these general terms and conditions with your
signature below.

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Agreed to this 31st day of December 1998.



ISG TECHNOLOGIES INC.                  ACCESS RADIOLOGY CORPORATION


By:  /s/ Maxwell Rutherford            By:  /s/ Howard Pinsky
     ------------------------------         -------------------------------
Name:  Maxwell Rutherford              Name:  Howard Pinsky
       ----------------------------           -----------------------------
Title:  President & Chief Operating    Title:  Vice President of Technology
        ---------------------------            ----------------------------
         Officer


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