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CONFIDENTIAL TREATMENT                                            EXHIBIT 10.27

                       OEM DEVELOPMENT SOFTWARE AGREEMENT

     This agreement is made as of the 9th day of November, 1995, between MITRA
IMAGING INCORPORATED, a corporation incorporated under the laws of the Province
of Ontario, Canada (hereinafter called "Mitra"), and ACCESS RADIOLOGY
CORPORATION, a corporation incorporated in the State of Delaware (hereinafter
called "ACCESS").

                              B A C K G R O U N D

     1.   ACCESS desires to develop application-specific software using software
products marketed by Mitra and to distribute Mitra Software to third party end
users (hereinafter called "Customers"); and

     2.   Mitra has agreed to license ACCESS to do so,

     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth the parties hereto agree as follows:

     1. Interpretation.

        1.1     In this Agreement, each of the following terms has the meaning
                set out below:

                1.1.1   "DAP for Windows" means all or any portion of the
                        computer programs in object code format, described as
                        such in the user's manual entitled "Mitra Imaging
                        Incorporated DICOM Application Platform Revision 1.0"
                        dated April 29, 1995, and conforming to the
                        specifications set forth therein.

                1.1.2   "DAP for UNIX" means all or any portion of the computer
                        programs in object code format, described as such in the
                        user's manual entitled "Mitra Imaging Incorporated DICOM
                        Application Platform Revision 1.0" dated April 29,
                        1995, and conforming to the specifications set forth
                        therein.

                1.1.3   "FDA" means the United States Food and Drug
                        Administration.

                1.1.4   "Food and Drug Art" means the United States Pure Food
                        and Drug Act, as amended from time to time.

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                1.1.5   "Lumiscan" means all or any portion of the computer
                        programs in object code format, described in the User's
                        Manual for Lumisys DICOM 3.0 Tookit Version 0-4.2 dated
                        August 3, 1995, and conforming to the specifications set
                        forth therein.

                1.1.6   "Mitra Software" means all or any portion of DAP for
                        Windows, DAP for UNIX, Lumiscan and the server software.

                1.1.7   "Server Software" means all or any portion of the
                        computer programs in object code format, listed on
                        Schedule A and conforming to the specifications set
                        forth therein.

        1.2     Entire Agreement. This Agreement constitutes the entire
                agreement between the parties pertaining to the subject matter
                hereof and supersedes all prior agreements, understandings,
                negotiations and discussions, whether oral or written, of the
                parties pertaining to such subject matter.

        1.3     Currency. Unless otherwise indicated, all dollar amounts
                referred to in this Agreement are in U.S. funds.

        1.4     Governing Law. This Agreement shall be governed by and construed
                in accordance with the laws of the Commonwealth of
                Massachusetts.

     2. Grant of Rights.

        2.1     Effective upon execution of this Agreement, Mitra hereby
                appoints ACCESS a non-exclusive reseller of Mitra Software
                products and grants to ACCESS the following nonexclusive rights:

                2.1.1   The right to use DAP for Windows and DAP for UNIX 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;

                2.1.2   The right to include copies of the Lumiscan and Server
                        Software in software or devices made available by ACCESS
                        to its customers and to sublicense Lumiscan and Server
                        Software included in such software or devices to ACCESS
                        customers in the regular course of business; and

                2.1.3   The right to use copies of the Mitra Software for
                        internal purposes of ACCESS, including software
                        development, demonstration,



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                        support of ACCESS customers and processing of data in
                        the regular course of ACCESS's business.

     3. Customer License Agreements.

        3.1     ACCESS shall develop standard form customer sublicensing
                provisions acceptable to Mitra for use with Mitra Software. No
                customer shall receive any Mitra Software unless such customer
                shall have signed an agreement containing the standard form
                customer sublicensing provisions.

        3.2     Each customer agreement shall set out the name and address of
                the customer and the identity and location of the devices on
                which the customer is licensed to use a copy of Mitra Software,
                and shall include standard form customer sublicensing provisions
                which provide:

                3.2.1   that only a personal, non-transferable and non-exclusive
                        right to use each copy of Mitra Software solely for the
                        customer's business or professional purposes is granted
                        to the customer;

                3.2.2   that no title to the Mitra Software is transferred to
                        the customer; and

                3.2.3   that the customer shall not transfer, provide or
                        disclose Mitra Software to any other third party.

        3.3     ACCESS shall assign a unique internal number to each sublicense
                granted to a customer and shall place this number clearly in the
                customer agreement.

        3.4     ACCESS shall use reasonable efforts to all the licensing
                provisions of customer agreements.

        3.5     ACCESS shall demonstrate to Mitra that its software applications
                that include Mitra Software have sufficient mechanisms for
                tracking usage and preventing unauthorized copying. Without this
                ACCESS is required to distribute a copy-protected version of the
                Mitra Software administrated by Mitra at installation.

     4. License Fees.

        4.1     ACCESS agrees to pay to Mitra the following license fees:


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                4.1.1 A [*THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
                       SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
                       for DAP for Windows and a [*THE CONFIDENTIAL PORTION HAS
                       BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                       EXCHANGE COMMISSION.] for DAP for UNIX.

                4.1.2 A [*THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
                       SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
                       for each copy of Lumiscan which is sublicensed to an
                       ACCESS customer.

                4.1.3  A [*THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
                       SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
                       for each copy of any application incorporating DAP for
                       Windows which is sublicensed to an ACCESS customer;
                       provided that if any copy of such application software
                       replaces a copy of Lumiscan for which a license fee has
                       previously been paid pursuant to Section 4.1.2, then
                       ACCESS shall only be required to pay an upgrade fee of
                       [*THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
                       SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
                       with respect to such replacement copy.

                4.1.4  A [*THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
                       SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
                       for each copy of software incorporating DAP for UNIX
                       which is sublicensed to an ACCESS customer. Copies of
                       Server Software may in such application software at [*THE
                       CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
                       SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]




        4.2     License and upgrade fees under Sections 4.1.2 through 4.1.4
                shall be payable quarterly within 30 days of the end of each
                calendar quarter for sublicenses granted to ACCESS Customers
                during such quarter. Each payment of such license fees shall be
                accompanied by a statement setting forth in reasonable detail
                the calculation of the license fees payable. License fees do not
                include any customs or import duties, or sales, use or similar
                taxes, which shall be the responsibility of ACCESS.

        4.3     ACCESS shall keep full, clear and accurate records of the number
                of copies of Mitra Software furnished by it to customers or used
                by it internally, and the identity and location of each customer
                to whom Mitra Software is furnished by ACCESS.

        4.4     Mitra shall have the right to make an examination and audit not
                more than twice per calendar year, of all records kept pursuant
                to Section 4.3.

     5. Support.

        5.1     Mitra will supply the following materials to ACCESS:

                5.1.1   One copy of the latest object code or executable code
                        for each item of Mitra Software, with upgrades as
                        provided in Section 5.2. If a



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                        copy of the Mitra Software initially provided is lost,
                        damaged or destroyed, Mitra will provide at cost a
                        replacement copy, which may be a more recent release or
                        version; and

                5.1.2   One copy of documentation in English and documentation
                        updates as they are prepared and released which, when
                        taken together, constitute complete documentation of the
                        Mitra Software complying with Good Manufacturing
                        Practices as defined in the Food and Drug Act and the
                        rules, regulations and orders of the FDA thereunder.

        5.2     For so long as ACCESS is current in the payment of support costs
                as provided in Section 5.3, Mitra warrants to ACCESS that the
                Mitra Software will perform in accordance with its
                specifications. Mitra will use its best efforts to ensure if
                with a such performance and, corrected version of the Mitra
                Software as soon as practical after Mitra is notified of any
                non-conformity. Mitra will provide generally available upgrades,
                maintenance releases, bug fixes and work-arounds at no charge
                (except as provided in Section 5.2). Mitra will support the
                version of DAP for Windows used by ACCESS as of the date of this
                Agreement only until ACCESS upgrades to the next available
                version, which ACCESS will do as soon as practicable.


        5.3     ACCESS will pay to Mitra aggregate annual support costs of [*THE
                CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH
                THE SECURITIES AND EXCHANGE COMMISSION.] per year with respect
                to Mitra Software. Support costs will be payable in advance on
                the execution of this Agreement and each anniversary thereof
                during the term of this Agreement.

        5.4     Notwithstanding Section 5.2, if an upgrade of DAP for Windows
                compatible with Windows 95 or Windows NT shall become available
                and ACCESS shall request such an upgrade from Mitra, then upon
                delivery of such an upgraded version, ACCESS shall pay to Mitra
                a one time upgrade fee. This fee shall be equal to [*THE
                CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH
                THE SECURITIES AND EXCHANGE COMMISSION.]

                Following delivery of any such upgraded versions, the term "DAP
                for Windows" as used in this Agreement shall be deemed to
                include such upgraded version for all purposes, it being
                understood that the obligations



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                of ACCESS and Mitra with respect to the previously existing
                version of DAP for Windows shall also remain in full force and
                effect.

     6. Additional Covenants.

        6.1     ACCESS shall include in all copies of Mitra Software made by
                ACCESS any copyright notice as furnished by Mitra to ACCESS.

        6.2     Each party hereto covenants that it shall keep confidential any
                confidential information relating to the other party's business,
                finances, marketing and technology, to which it obtains access
                (including without limitation DAP for windows, DAP for UNIX and
                the pricing and other terms of this Agreement) and that it shall
                take all reasonable precautions to protect such confidential
                information of the other party or any part thereof from any use,
                disclosure or copying except as expressly authorized by this
                Agreement.

        6.3     ACCESS acknowledges that Mitra Software and all related
                information and documentation are the property of Mitra and/or
                third parties from whom Mitra has acquired certain rights under
                license.

        6.4     ACCESS shall indemnify and save harmless Mitra from and against
                any and all liabilities, damages, costs or expenses awarded
                against or incurred or suffered by Mitra arising out of any
                action or proceeding commenced or maintained by any third party
                in respect of any acts or omissions of ACCESS in marketing or
                distributing the Mitra Software.

     7. Warranties.

        7.1     Mitra warrants and agrees that:

                7.1.1   Mitra has the full authority to grant the license and
                        rights set forth in this Agreement.

                7.1.2   To the best of Mitra's knowledge, the documentation and
                        code of the Mitra Software have not been published under
                        circumstances which have caused loss of copyright
                        therein, and to the best of Mitra's knowledge, the
                        documentation and code of the Mitra Software do not
                        infringe upon any copyright or other proprietary right
                        of any third party.


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                7.1.3   Mitra is not aware of any claim of infringement of any
                        copyright or other proprietary right having been made or
                        pending against Mitra relative to the documentation or
                        code of the Mitra Software.

                7.1.4   Mitra will, at its expense, defend against, hold ACCESS
                        harmless from, and pay any final judgment against ACCESS
                        or any ACCESS customer arising out of any claim that any
                        Mitra Software infringed a copyright, a patent or a
                        trade secret provided that (i) ACCESS notifies Mitra in
                        writing of such claim or action, and (ii) Mitra has sole
                        control of the defense and settlement of such claim or
                        action. In defending against such claim or action, Mitra
                        may, at its option, agree to any settlement in which
                        Mitra shall either (1) procure for ACCESS and all ACCESS
                        customers the right to continue using the Mitra
                        Software; and (2) modify or replace the Mitra Software
                        so that it no longer infringes, to the extent that the
                        exercise of such option does not result in a material,
                        adverse change in the operational characteristics of the
                        Mitra Software, and equivalent functions and performance
                        provided by Mitra remain following implementation of
                        such option. If Mitra concludes in its judgment that
                        none of the foregoing options is reasonable, Mitra may
                        remove the Mitra Software and any other components
                        supplied by Mitra rendered unusable as a result of such
                        removal and pay to ACCESS all damages arising therefrom,
                        including damages incurred by reason of ACCESS's
                        inability to perform its obligations to ACCESS
                        customers, but without diminishing Mitra's obligations
                        under this Section 7.1.4. Each party shall promptly
                        notify the other in the event that it becomes aware of a
                        claim covered by this Section 7.1.

        7.2     Mitra warrants and agrees that the Mitra Software, when properly
                installed and configured, will meet all applicable standards of
                the American College of Radiology for diagnostic images and is
                appropriate for diagnostic radiological examinations, and Mitra
                has no knowledge of existing problems which would cause the
                Mitra Software to fail to comply with the foregoing warranty.

        7.3     The express warranties set forth in Sections 5.21, 7.1 and 7.2
                are the only warranties made by Mitra with respect to the Mitra
                software and other services provided by Mitra. Mitra makes no
                other warranties expressed or implied or arising by custom or
                trade usage and specifically makes no warranty of
                merchantability.


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     8. Term and Termination.

        8.1     This agreement shall have an initial term of three years,
                subject to earlier termination as provided below.

        8.2     If there shall be any material breach of this Agreement by
                ACCESS which shall not be cured within 30 days of Mitra giving
                written notice thereof to ACCESS, then at any time that such
                breach shall be continuing Mitra may terminate this Agreement by
                delivery of a separate written termination notice to ACCESS.

        8.3     If there shall be any material breach of this Agreement by Mitra
                which shall not be cured within 30 days of ACCESS giving notice
                thereof to Mitra, then at any time that such breach shall be
                continuing ACCESS may terminate this Agreement by delivery of a
                separate written termination notice to Mitra.

        8.4     If this Agreement shall be terminated under Section 8.2 or
                Section 8.3, then:

                8.4.1   ACCESS's right to develop application specific software
                        using Mitra Software and to furnish Mitra Software to
                        customers and to make copies of the Mitra Software shall
                        immediately terminate;

                8.4.2   Mitra's maintenance and support obligations hereunder
                        shall immediately terminate;

                8.4.3   ACCESS shall pay, within ten (10) days, all amounts
                        which have accrued to Mitra;

                8.4.4   ACCESS shall immediately deliver the master copy of
                        Mitra Software and all other copies to Mitra at ACCESS's
                        expense; and

                8.4.5   ACCESS shall provide a list of names and addresses of
                        customers who have entered into sublicenses with ACCESS
                        since the date of this Agreement.

        8.5     Notwithstanding any termination or expiration of this Agreement,
                any sublicense granted to an ACCESS customer prior to such
                termination or expiration shall survive such termination or
                expiration, and Sections 6.2, 6.3 and 7.1 shall survive any such
                termination or expiration.


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        8.6     The remedies set forth in Sections 8.1 through 8.5 shall not be
                exclusive, but shall be in addition to any other remedies
                available to either party at law or in equity.

     9. General.

        9.1     Mitra agrees for one year from the date of this Agreement not to
                itself incorporate wavelet-based compression in its acquisition
                software.

        9.2     Assignment:

                9.2.1   Subject to ACCESS's right to grant sublicenses
                        hereunder, ACCESS may not assign this Agreement or any
                        rights hereunder without the prior written consent of
                        Mitra, except that, without such consent and upon notice
                        to Mitra, Mitra may assign all of its rights hereunder
                        to a corporation or other legal entity that acquires
                        substantially all of ACCESS's assets or where ACCESS is
                        consolidated or merged but then only upon the express
                        assumption by such transferee or its successor of the
                        obligations set forth in this Agreement.

                9.2.2   Mitra may not assign this Agreement or any rights
                        hereunder without the prior written consent of ACCESS,
                        except that, without such consent and upon notice to
                        ACCESS, Mitra may assign all of its rights hereunder to
                        a corporation or other legal entity that acquires
                        substantially all of Mitra's assets or where Mitra is
                        consolidated or merged, but then only upon the express
                        assumption by such transferee of its successor of the
                        obligations set forth in this Agreement.

                9.2.3   This Agreement is binding upon, and inures to the
                        benefit of, the successors and permitted assigns of the
                        parties.

        9.3     The waiver or failure of either party to exercise in any respect
                any right provided for in this Agreement shall not be deemed a
                waiver of any further or future right hereunder.

        9.4     The headings used in this Agreement are for convenience of
                reference only and are not to be used in interpreting the
                provisions of this Agreement.

        9.5     If any provision of this Agreement is invalid or unenforceable
                in any particular case, such case shall not invalidate or render
                unenforceable any



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                other part of this Agreement. The Agreement shall simply be
                construed as not containing the particular provision or
                provisions held to be invalid or unenforceable to the extent of
                the particular case, and the rights and obligations of the
                parties hereto shall be construed accordingly.

        9.6     This Agreement is effective when executed by both parties. This
                Agreement may be executed in counterparts, each of which shall
                constitute one and the same instrument.

        9.7     Notices:

                All notices provided for in this Agreement shall be in writing
                or facsimile, addressed to the appropriate party at the
                respective address set forth below or to such other then-current
                address as is specified by notice, as follows:

                (a) to Mitra:   Mitra Imaging Inc.
                                115 Randall Drive
                                Waterloo, Ontario N2V 1C5 CANADA
                                Facsimile: (519) 746-3745
                                Attention: Eric Peterson

                (b) to ACCESS:  ACCESS Radiology Corporation
                                Bay Colony Corporate Center
                                950 Winter Street  Waltham, MA 02154
                                Facsimile: (617) 890-0110
                                Attention: Howard Pinsky

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the first date set forth above.

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


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                                   SCHEDULE A
                                   ----------

The MITRA TTY interface is intended to provide end-user functionality to a set
of functions employing a VT style interface. The functionality includes:

     .    the capability to manually delete a stud

     .    the capability to set the autopurge functions, including the software
          which executes the autopurge of patient studies

     .    the capability to protect a study from autopurge and delete

     .    the ability to set up DICOM Query/Retrieval Class nodes

     .    the ability to manually route a study to a DICOM node demographics

     .    the ability of the above sorted by date and name

     .    any additional functionality provided in the interface not listed
          above

The interface is relevant to the UNIX implementation of the DAP database.


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