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                                                                    EXHIBIT 10.5
                         ACCESS RADIOLOGY CORPORATION
                         SECURITIES PURCHASE AGREEMENT


     THIS Securities PURCHASE AGREEMENT (this "Agreement") is made as of July
28, 1998 by and between ACCESS RADIOLOGY CORPORATION, a Delaware corporation
(the "Company"), and each of the persons and entities listed on the signature
pages hereof (individually, an "Investor" and collectively, the "Investors").

     The parties agree as follows:

1.        PURCHASE AND SALE OF Securities.

       Sale and Issuance of Securities.

          (a)  The Company has filed with the Secretary of State of the State of
Delaware a Certificate of Designations, Preferences and Relative, Participating,
Optional or Other Special Rights of the Series K Preferred Stock in the form
attached hereto as Exhibit A (the "Certificate of Designation").

          (b)  On the terms of this Agreement, each Investor agrees to purchase,
if the Company delivers a Drawdown Notice as provided in Section 1.2(a), shares
of the Company's Series K Preferred Stock at a purchase price determined
pursuant to subsection (c) below. Each Investor agrees to purchase a number of
shares of the Company's Series K Preferred Stock equal to the amount of the
commitment (the "Commitment") set forth opposite each Investor's name on the
signature pages hereof divided by the Series K Purchase Price as defined in
subsection (c) below (rounded downward to the nearest whole share). The Series K
Preferred Stock will have the rights, privileges, and restrictions set forth in
the Certificate of Designation and the Company's Certificate of Incorporation.
The obligations of the Investors under this Agreement are several and not joint.

          (c)  If a Drawdown Notice is delivered on or before December 31, 1998,
the Series K Purchase Price will be $1.40 per share. If a Drawdown Notice is
delivered after December 31, 1998, the Series K Purchase Price will be $1.50 per
share.

          (d)  Upon the execution of this Agreement, the Company is delivering
to each Investor a warrant in the form of Exhibit B (each a "Warrant" and
collectively the "Warrants") to purchase a number of shares of Common Stock of
the Company equal to such Investor's Commitment multiplied by 290/1500 (rounded
downward to the nearest whole share).

      Closing.
<PAGE>

          (a)  At any time on or after the date hereof and on or before March
31, 1999, the Company may deliver to each Investor a notice (the "Drawdown
Notice") stating that the Company has irrevocably elected to sell all of the
shares of Series K Preferred Stock subject to this Agreement to the Investors.
The closing of the purchase and sale of the Series K Preferred Stock (the
"Closing") will take place at the principal offices of the Company at 10:00 a.m.
(or at such other location and time of day as shall be agreed to by all of the
parties hereto) on the date that is 45 calendar days after the date of the
Drawdown Notice (or, if such 45th day is not a business day, on the next
succeeding business day, or any other date agreed to by all of the parties
hereto). If any Investor or Investors shall default on their obligations to
purchase Series K Preferred Stock at the Closing, all other Investors shall
nonetheless remain obligated to proceed with the Closing and to purchase Series
K Preferred Stock as set forth herein. If any Investor or Investors shall
default on their obligations to purchase Series K Preferred Stock at the
Closing, the Company shall promptly notify the non-defaulting Investors, each of
whom shall then have the option to take up and pay for (on the terms set forth
in this Agreement) all or part of such non-defaulting Investor's pro-rata share
(based upon the Commitments of all of the non-defaulting Investors) of the
shares of Series K Preferred Stock that the defaulting Investor or Investors
have failed to purchase.

          (b)  At the Closing, the Company will deliver to each Investor a
certificate representing the shares of Series K Preferred Stock that such
Investor is purchasing at Closing against payment of the purchase price
therefore by check or wire transfer to be made at the Closing by each Investor.

1.        REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     The Company hereby represents and warrants to each Investor as of the date
of this Agreement that, except as set forth on the schedule of exceptions
attached as Exhibit C (the "Schedule of Exceptions"):

     2.1  Organization;  Good Standing;  Qualification.  The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, and is duly qualified and authorized to transact
business and is in good standing as a foreign corporation in each jurisdiction
in which the failure so to qualify would have a material adverse effect on
business, properties or financial condition of the Company (a "Material Adverse
Effect"). The Company has all requisite corporate power and authority to own and
operate its properties and assets and to carry on its business as now conducted
and as now proposed to be conducted. The Company has all requisite corporate
power and authority to execute and deliver the Registration Rights Agreement in
substantially the form attached hereto as Exhibit D (the "Registration Rights
Agreement"), to issue and sell the Series K Preferred Stock and the Warrants
pursuant to this Agreement and the Common Stock (as defined in Section 2.5)
issuable upon conversion or exercise thereof (as the case may be) and to carry
out the provisions of this Agreement, the Warrants, the Registration Rights
Agreement and the Certificate of Designation.

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     2.2  Authorization.  All corporate action on the part of the Company and
its officers, directors and stockholders for the authorization, execution and
delivery of this Agreement, the Warrants and the Registration Rights Agreement,
the performance of all of the obligations of the Company hereunder and
thereunder and the authorization, issuance (or reservation for issuance), sale
and delivery of the Series K Preferred Stock and the Warrants issued or issuable
hereunder and the Common Stock issuable upon conversion or exercise thereof (as
the case may be) has been taken or will be taken prior to the Closing. This
Agreement, the Warrants and the Registration Rights Agreement, when executed and
delivered, will constitute valid and legally binding obligations of the Company,
enforceable in accordance with their respective terms, except as limited by
applicable bankruptcy, reorganization, insolvency or other laws affecting
creditors' rights generally or by general principles of equity.

     2.3  Valid Issuance Of Preferred And Common Stock.  The Series K Preferred
Stock to be purchased by the Investors hereunder, when issued, sold and
delivered in accordance with the terms of this Agreement for the consideration
expressed herein, will be duly and validly issued, fully paid and nonassessable
and will be free of restrictions on transfer other than restrictions on transfer
under this Agreement and the Registration Rights Agreement and under applicable
state and federal securities laws. The Common Stock issuable upon conversion or
exercise (as the case may be) of the Series K Preferred Stock and the Warrants
issued or issuable under this Agreement will have been duly and validly reserved
for issuance and, upon issuance in accordance with the terms of the Company's
Certificate of Incorporation, will be duly and validly issued, fully paid and
nonassessable and will be free of restrictions on transfer other than
restrictions on transfer under this Agreement and the Registration Rights
Agreement and under applicable state and federal securities laws.

     2.4  Governmental Consents.  No consent, approval, qualification, order or
authorization of or filing with any local, state or federal governmental
authority is required on the part of the Company for the execution, delivery or
performance of this Agreement, the Warrants or the Registration Rights
Agreement, and the offer, sale or issuance of the Series K Preferred Stock and
the Warrants, except (a) the filing of the Certificate of Designation with the
Secretary of State of the State of Delaware and (b) such filings as have been
made prior to the date of this Agreement, except any notices of sale required to
be filed with the Securities and Exchange Commission under Regulation D of the
Securities Act of 1933, as amended (the "Securities Act"), and such post-closing
filings as may be required under applicable state securities laws, all of which
will be timely filed within the applicable periods therefor.

     2.5  Capitalization And Voting Rights.  The authorized capital of the
Company consists on the date of this Agreement of:

          (a)  35,000,000 shares of common stock, par value $0.01 per share
("Common Stock"), of which 1,056,698 shares are issued and outstanding.


                                      -3-
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          (b)  15,000,000 shares of Preferred Stock, par value $0.01 per share
("Preferred Stock"): (1) 716 of which have been designated as Series B Preferred
Stock (all of which are issued and outstanding); (2) 450 of which have been
designated as Series C Preferred Stock (all of which are issued and
outstanding); (3) 345 of which have been designated as Series E Preferred Stock
(344.39 of which are issued and outstanding); (4) 1,000 of which have been
designated as Series F Preferred Stock (all of which are issued and
outstanding); (5) 816 of which have been designated as Series G Preferred Stock
(815.87 of which are issued and outstanding); (6) 400 of which have been
designated as Series H Preferred Stock (all of which are issued and
outstanding); (7) 8,140,000 of which have been designated as Series J Preferred
Stock (7,730,909 of which are issued and outstanding); and (8) 1,785,800 have
been designated as Series K Preferred Stock (none of which are issued and
outstanding).

          (c)  The capitalization table attached to the Schedule of Exceptions
is accurate.

          (d)  The outstanding shares of Common Stock and Preferred Stock have
been duly authorized and validly issued, are fully paid and nonassessable and
were issued in accordance with the registration or qualification provisions of
the Securities Act and any relevant state securities laws or pursuant to valid
exemptions therefrom.

          (e)  Except for (1) this Agreement, (2) the conversion privileges of
the Preferred Stock, (3) the Investors Rights Agreement dated as of September
30, 1997 among the Company and certain holders of the Company's Series J
Preferred Stock, (4) currently outstanding options to purchase 2,334,706 shares
of Common Stock granted to employees pursuant to the Company's 1994 Stock Plan
(the "Option Plan") and currently outstanding options to purchase 52,898 shares
of Common Stock granted to employees outside of the Option Plan, (5) warrants to
purchase 255,482 shares of Common Stock (not including the Warrants) granted in
connection with private placements of the Company's securities, and (6) warrants
to purchase 409,091 shares of Series J Preferred Stock, there are not
outstanding any options, warrants, rights (including conversion or preemptive
rights and rights of first refusal), proxy or stockholder agreements or
agreements of any kind for the purchase or acquisition from the Company of any
of its securities. In addition to the aforementioned options, the company has
reserved an additional 412,596 shares of Common Stock for purchase upon exercise
of options to be granted in the future under the Option Plan. The Company is not
a party or subject to any agreement or understanding, and to the Company's
knowledge there is no agreement or understanding between any other persons, that
affects or relates to the voting or giving of written consents with respect to
any security of the Company or the voting by a director of the Company.

     2.6  Subsidiaries. The Company does not own or control, directly or
indirectly, any interest in any other business entity. The Company is not a
participant in any joint venture, partnership or similar arrangement.

                                      -4-
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     2.7     Contracts And Other Commitments. The Company is not bound by any
contract, agreement, lease or commitment, written or oral, absolute or
contingent, other than (a) contracts for the purchase or license of supplies,
software and services that were entered into in the ordinary course of business
that do not extend for more than one year from the date hereof, (b) sales
contracts entered into the ordinary course of business and (c) contracts
terminable at will by the Company on no more than 30 days' notice without cost
or liability to the Company. For the purpose of this Section 2.7, employment and
consulting contracts, contracts with labor unions, license agreements and any
other agreements relating to the acquisition or disposition of Intangibles (as
defined in Section 2.18) other than standard end-user license agreements will
not be considered to be contracts entered into the ordinary course of business.

     2.8     Related Party Transactions. No employee, officer, consultant,
stockholder or director of the Company or member of his or her immediate family
is indebted to the Company, nor is the Company indebted (or committed to make
loans or extend or guarantee credit) to any of them, other than for (a) payment
of salary for services rendered, (b) reimbursement for reasonable expenses
incurred on behalf of the Company and (c) other standard employee benefits made
generally available to all employees (including stock option agreements
outstanding under the Option Plan). To the Company's knowledge, no officer,
director, or employee of the Company or any member of his or her immediate
family is, directly or indirectly, interested in any material contract with the
Company (other than such contracts as relate to any such person's employment
with the Company or ownership of capital stock or other securities of the
Company).

     2.9     Registration Rights. Except as provided in (1) the Investors Rights
Agreement dated as of September 30, 1997 among the Company and certain holders
of the Company's Series J Preferred Stock, and (2) Registration Rights
Agreements in substantially the form of the Registration Rights Agreement
attached hereto as Exhibit D, the Company is not under any obligation and has
not granted any rights to register under the Securities Act any of its
outstanding securities or any of its securities that may subsequently be issued.

     2.10    Clearances, Approvals, Etc. The Company has all the clearances,
approvals, franchises, permits, licenses and any similar authority including,
without limitation, all approvals and clearances from the U.S. Food and Drug
Administration, the absence of which would have a Material Adverse Effect, and
the Company believes it can obtain, without undue burden or expense, any similar
authority the absence of which would have a Material Adverse Effect with respect
to the business of the Company as now proposed to be conducted. The Company is
not in default in any material respect under any of such franchises, permits,
licenses or other similar authority.

     2.11    Compliance With Other Instruments. The Company is not in violation
or default of (a) any provision of its certificate of incorporation or bylaws,
(b) any provision of any mortgage, indenture, agreement, instrument or contract
to which it is a party or by which

                                      -5-
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it is bound or (c) to the best of the Company's knowledge, any judgment, order,
writ, decree, statute, rule, regulation or restriction applicable to it
including, without limitation, the U.S. Federal Food, Drug and Cosmetic Act, as
amended, and regulations promulgated thereunder, which default or violation has
had or could reasonably be expected to have a Material Adverse Effect. The
execution, delivery and performance by the Company of this Agreement, the
Warrants and the Registration Rights Agreement and the consummation of the
transactions contemplated hereby and thereby will not result in any such
violation or be in material conflict with or constitute, with or without the
passage of time or giving of notice, either a material default under any such
provision or an event that results in the creation of any material lien, charge
or encumbrance upon any assets of the Company or the suspension, revocation,
impairment, forfeiture or nonrenewal of any material franchise, permit, license
or similar authority applicable to the Company, its business, operations or any
of its material assets or properties.

     2.12    Litigation.  There is no action, suit proceeding or investigation
pending or, to the Company's knowledge, currently threatened against the Company
that questions the validity of this Agreement, the Warrants or the Registration
Rights Agreement or the right of the Company to enter into such agreements, or
to consummate the transactions contemplated hereby or thereby, or that might
result, either individually or in the aggregate, in a Material Adverse Effect or
in any change in the current equity ownership of the Company. The Company is not
a party to or, to its knowledge, named in or subject to any material order,
writ, injunction, judgment or decree of any court, government agency or
instrumentality. There is no action, suit, proceeding or investigation by the
Company currently pending or that the Company currently intends to initiate.

     2.13    Disclosure. The Company has provided each Investor with all
information reasonably available to it without undue expense that such Investor
has requested in writing for deciding whether to purchase the Series K Preferred
Stock.

     2.14    Offering. Subject in part to the truth and accuracy of each
Investor's representations set forth in this Agreement, the offer, sale and
issuance of the Series K Preferred Stock and the Warrants as contemplated by
this Agreement are exempt from the registration requirements of the Securities
Act, and neither the Company nor any authorized agent acting on its behalf will
take action hereafter that would cause the loss of such exemption.

     2.15    Title To Property And Assets; Leases.  Except for (a) liens
reflected in the Financial Statements (as defined in Section 2.16), (b) liens
for current taxes not yet due or payable, (c) liens imposed by law and incurred
in the ordinary course of business for obligations not past due to carriers,
warehousemen, laborers, materialmen and the like, (d) liens in respect of
pledges or deposits under workers' compensation laws or similar legislation, (e)
liens securing money borrowed from a bank or other financial institution, or (f)
minor defects in title, the Company has good and marketable title to its
property and assets free and

                                      -6-
<PAGE>

clear of all material mortgages, liens, claims and encumbrances. With respect to
the property and assets it leases, the Company is in compliance with such leases
in all material respects and, to the Company's knowledge, hold a valid leasehold
interest free of any mortgages, liens, claims or encumbrances, subject to
clauses (a)-(f) above.

     2.16    Financial Statements.  The Company has delivered to each Investor
its audited financial statements (balance sheet and profit and loss statement,
statement of stockholder's equity and statement of cash flows including notes
thereto) at December 31, 1997 and for the fiscal year then ended and its
unaudited financial statements (balance sheet and profit and loss statement and
statement of cash flows) at March 31, 1998 and for the three months then ended (
the "Financial Statements"). The Financial Statements have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis throughout the periods indicated, except that the unaudited Financial
Statements omit notes thereto required by generally accepted accounting
principles. The Financial Statements fairly represent the financial condition
and operating results of the Company as of the dates and for the periods
indicated therein (subject in the case of unaudited financial statements to
normal year end adjustments). Except as set forth in the Financial Statements,
the Company has no material liabilities, contingent or otherwise, other than (a)
liabilities incurred in the ordinary course of business subsequent to March 31,
1998 and (b) obligations under contracts and commitments not required under
generally accepted accounting principles to be reflected in the Financial
Statements that in both cases, individually or in the aggregate, are not
material to the business, properties or financial condition of the Company.
Except as disclosed in the Financial Statements, the Company is not a guarantor
or indemnitor of any indebtedness of any other person or entity. The Company
maintains a standard system of accounting established and administered in
accordance with generally accepted accounting principles.

     2.17  Changes.  Since March 31, 1998 there has not been:

           (a)any change in the assets, liabilities, financial condition or
operating results of the Company from that reflected in the Financial
Statements, except changes in the ordinary course of business that have not had
a Material Adverse Effect;

          (b)any damage, destruction or loss, whether or not covered by
insurance, that could reasonably be expected to have a Material Adverse Effect;

          (c)any waiver of compromise by the Company of a valuable right or a
material debt owed to it, other than in the ordinary course of business;

          (d)any satisfaction or discharge of any lien, claim or encumbrance or
payment of any obligation by the Company, except to the extent such satisfaction
or discharge will not have a Material Adverse Effect;

                                      -7-
<PAGE>

          (e)any material change to a material contract or arrangement by which
the Company or any of its assets is bound or subject;

          (f)any material change in any compensation arrangement or agreement
with any officer, consultant, director or stockholder of the Company or any of
its Subsidiaries;

          (g)any sale, assignment or transfer of any material Intangibles of the
Company or any of its Subsidiaries, other than in the ordinary course of
business;

          (h)any resignation or termination of employment of any key employee or
key consultant of the Company or any of its Subsidiaries;

          (i) any mortgage, lien, claim encumbrance, pledge or security interest
created by the Company with respect to any of its material properties or assets,
except liens for taxes not yet due or payable and liens securing debt for money
borrowed to a bank or other financial institution;

          (j) any declaration, setting aside or payment of any dividend or other
distribution of the Company's capital stock, or any direct or indirect
redemption, purchase or other acquisition of any of such stock by the Company;

          (k) to the Company's knowledge, any other event or condition of any
character that could reasonably be expected to have a Material Adverse Effect;
or

          (l) any agreement or commitment by the Company or any of its
Subsidiaries to do any of the things described in this Section 2.17.

     2.18 Intangibles.  To the best of its knowledge, the Company owns or
possesses sufficient legal rights to all patents, trademarks, service marks,
trade names, copyrights, trade secrets, licenses, information and proprietary
rights and processes (collectively, "Intangibles") necessary for its business as
now conducted and as now proposed to be conducted without any conflict with or
infringement of the rights of others. Except for end-user license agreements,
confidentiality agreements, and licenses set forth in Section 2.18 of the
Schedule of Exceptions (the "Material Licenses"), there are no outstanding
options, licenses or agreements of any kind relating to the foregoing, nor is
the Company bound by or party to any options, licenses or agreements of any kind
with respect to the Intangibles of any other person or entity. To the Company's
knowledge, each Material License is valid and in full force and effect, and is
enforceable by the Company in accordance with its terms. To the Company's
knowledge, no person or entity has materially violated or breached, or declared
or committed any default under, any Material License. To the Company's
knowledge, no event has occurred, and no circumstance or condition exists, that
could reasonably be expected to (with or without notice or lapse of time) (a)
result in a material violation or breach of any of the provisions of any
Material License, (b) give any person or entity the right to declare a default
or exercise any

                                      -8-
<PAGE>

remedy under any Material License, (c) give any person or entity the right to
accelerate the maturity or performance of any Material License or (d) give any
person or entity the right to cancel, terminate or modify any Material License.
Neither the Company nor any of its Subsidiaries has received any communications
alleging that the Company or any of its Subsidiaries has violated or breached
any provision of a Material License or misappropriated or by conducting its
business as proposed would misappropriate any of the Intangibles of any other
person or entity.

     2.19 Employees; Employee Compensation.  To the Company's knowledge, there
is no strike, labor dispute or union or union organization activities pending or
threatened between the Company and any of its employees. None of the employees
of the Company belongs to any union or collective bargaining unit. To the
Company's knowledge, the Company has complied in all material respects with all
applicable state and federal equal opportunity and other laws related to
employment. To the Company's knowledge, no employee of the Company is or will be
in violation of any judgment, decree or order, or any term of any employment
contract, patent disclosure agreement or other contract or agreement relating to
the relationship of any such employee with the Company, or any other party
because of the nature of the business conducted or presently proposed to be
conducted by the Company or to the use by the employee of his or her best
efforts with respect to such business. Neither the execution nor delivery of
this Agreement or the Registration Rights Agreement nor the carrying on of
business of the Company nor the conduct of such business as proposed will, to
the Company's knowledge, conflict with or result in a breach of terms,
conditions or provisions of, or constitute a default under, any contract,
covenant or instrument under which any such employee is now obligated. The
Company is not a party to or bound by any currently effective employment
contract, deferred compensation agreement, bonus plan, incentive plan (other
than the Option Plan), profit sharing plan, retirement agreement or other
employee compensation agreement. The Company is not aware that any officer or
key employee or consultant, or that any group of key employees or consultants,
of the Company intends to terminate their employment or service with the
Company, nor does the Company have a present intention to terminate the
employment or service of any of the foregoing. Subject to general principles
related to wrongful termination of employees, the employment of each employee of
the Company or any of its Subsidiaries is terminable at the will of the
employer.

     2.20 Tax Returns, Payments, And Elections.  The Company has timely filed
all material tax returns and reports (federal, foreign, state and local) as
required by law. These returns and reports are true and correct in all material
respects. The Company has paid all material taxes and other assessments due,
except those contested in good faith. The  provision for taxes as shown in the
Financial Statements is adequate for taxes due or accrued as of the dates
thereof. The Company has not elected pursuant to the Internal Revenue Code of
1986, as amended (the "code"), to be treated as an S corporation or a
collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the
Code, nor has it made any other elections pursuant to Code (other than elections
that relate solely to methods of accounting, depreciation, or amortization) that
would have a Material Adverse Effect. The Company has

                                      -9-
<PAGE>

not had any tax deficiency proposed or assessed against it and has not has
executed any waiver of any statute of limitations on the assessment or
collection of any tax or governmental charge. None of the income tax returns of
the Company and none of its state income or franchise tax or sales or use of tax
returns has ever been audited by governmental authorities. Since the end of the
Company's last fiscal year, the Company has made adequate provisions on its
books of account for all taxes, assessments and governmental charges with
respect to its business, properties and operations.

     2.21 Environmental And Safety Laws. To the Company's knowledge, the Company
is not in violation of any applicable statute, law or regulation relating to the
environment or occupational health and safety, which violation has had or could
reasonably be expected to have a Material Adverse Effect. To the Company's
knowledge, no material expenditures are or will be required in order to comply
with any such statute, law, or regulation.

3.   REPRESENTATIONS AND WARRANTIES OF THE INVESTORS.

     Each Investor hereby represents and warrants to the Company as of the date
of this Agreement that:

     3.1  Authorization. Such Investor has full power and authority to enter
into this Agreement and the Registration Rights Agreement, and this Agreement
and the Registration Rights Agreement, when executed and delivered, will
constitute valid and legally binding obligations of such Investor.

     3.2  Purchase Entirely For Own Account. The Series K Preferred Stock and
Warrants to be purchased by such Investor and the Common Stock issuable upon
conversion or exercise thereof  (as the case may be) will be acquired for
investment for such Investor's own account, not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof, and such Investor
has no present intention of selling, granting any participating in or otherwise
distributing the same. Such Investor does not have any contract, undertaking,
agreement or arrangement with any person or entity to sell, transfer or grant a
participation to any third party with respect to any of such securities.

     3.3  Reliance Upon Investors' Representations.  Such Investor understands
that the Series K Preferred Stock and the Warrants are not, and any Common Stock
acquired on conversion or exercise thereof  (as the case may be) may not be,
registered under the Securities Act on the ground that the sale provided for in
this Agreement and the issuance of securities hereunder is exempt from
registration  under the Securities Act  pursuant to Section 4(2) thereof, and
that the Company's reliance on such exemption is predicated on the Investors'
representations set forth herein. Such Investor realizes that the basis for the
exemption may not be present if, notwithstanding such representations, the
Investor has in mind merely acquiring shares of the Series K Preferred Stock,
Warrants, or Common Stock for a fixed or

                                      -10-
<PAGE>

determinable period in the future, or for a market rise, or for sale if the
market does not rise. Such Investor has no such intention.

     3.4  Receipt Of Information.  Such Investor believes it has received all
the information such Investor considers necessary or appropriate for deciding
whether to purchase the Series K Preferred Stock and Warrants. Such Investor has
had an opportunity to ask questions and receive answers from the Company
regarding the terms and conditions of the offering of the Series K Preferred
Stock and Warrants and the business, properties, prospects and financial
condition of the Company and to obtain additional information (to the extent the
Company possessed such information or could acquire it without unreasonable
effort or expense) necessary to verify the accuracy of any information furnished
to such Investor or to which such Investor had access. The foregoing, however,
does not limit or modify the representations and warranties of the Company in
Section 2 of this Agreement.

     3.5  Investment Experience.  Such Investor is experienced in evaluating and
investing in private placement transactions of securities of companies in a
similar stage of development to the Company and acknowledges that such Investor
is able to fend for itself, can bear the economic risk of such Investor's
investment and has such knowledge and experience in financial and business
matters that such Investor is capable of evaluating the merits and risks of the
investment in the Series K Preferred Stock. If other than an individual, such
Investor has not been organized for the purpose of acquiring the Series K
Preferred Stock.

     3.6  Accredited Investor.  Such Investor is an "accredited investor" as
defined in Rule 501 promulgated under the Securities Act.

     3.7  Restricted Securities.  Such Investor understands that the Series K
Preferred Stock, the Warrants, and the Common Stock issuable upon conversion or
exercise thereof (as the case may be) may not be sold, transferred or otherwise
disposed of without registration under the Securities Act or exemption
therefrom, and that in the absence of an effective registration statement
covering such securities or an available exemption from registration under the
Securities Act, such securities must be held indefinitely. In  particular, such
Investor is aware that such securities may not be sold pursuant to Rule 144
promulgated under the Securities Act unless all of the conditions of that rule
are met. Among the conditions for use of Rule 144 may be the availability of
current information to the public about the Company. Such information is not now
available and the Company has no present plans to make such information
available.

4.        DELIVERIES AT SIGNING.

     The Company and the Investors have made the following deliveries to each
other upon the execution of this Agreement:

                                      -11-
<PAGE>

     4.1  Registration Rights Agreement.  The Company and each Investor have
executed and delivered the Registration Rights Agreement.

     4.2  Officer's Certificate.  The President of the Company has delivered to
the Investors a certificate, dated as of the date of this Agreement, to the
effect that the representations and warranties of the Company contained in this
Agreement are true as of the date of this Agreement.

     4.3  Secretary's Certificate.  The Company has delivered to the Investors a
certificate of the Secretary of the Company, dated the date of this Agreement,
in form and substance satisfactory to the Investors.

     4.4  Good Standing Certificate. The Company has delivered to the Investors
a long form good standing certificate with respect to the Company from the State
of Delaware dated as of a date not more than seven days prior to the date of
this Agreement.

     4.5  Opinion of Counsel. Ropes & Gray, counsel to the Company, has
delivered to the Investors an opinion of counsel in form and substance
satisfactory to Palmer & Dodge LLP.

5.        MISCELLANEOUS.

     5.1  Governing Law.  This Agreement will be governed by and under the laws
of the State of Delaware.

     5.2  Successors And Assigns.  Except as otherwise expressly provided
herein, the provisions hereof will inure to the benefit of and be binding upon,
the successors, assigns, heirs executors and administrators of the parties
hereto.

     5.3  Severability.  In case any provision of this Agreement is invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions will not in any way be affected or impaired thereby.

     5.4  Amendment And Waiver.

          (a)Except as otherwise expressly provided, this Agreement may be
amended or modified only upon the written consent of the Company and Investors
representing at least 66 2/3% of the Commitments hereunder.

          (a)Except as otherwise expressly provided, (1) the obligations of the
Company and the rights of the Investors under this Agreement may be waived by
any Investor only in writing and for all Investors only with the written consent
of Investors representing at least 66 2/3% of the Commitments hereunder, and (2)
the obligations of the Investors and the rights

                                      -12-
<PAGE>

of the Company under this Agreement may be waived only with written consent of
the Company.

     5.5  Delays Or Omissions. No delay or omission to exercise any right, power
or remedy accruing to any party hereto upon any breach, default or noncompliance
of any other party under this Agreement will impair any such right, power or
remedy, nor will it be construed to be a waiver of any such breach, default or
noncompliance, or any acquiescence therein, or of any similar breach, default or
noncompliance thereafter occurring. Any waiver, permit, consent or approval of
any kind or character on the part of any party hereto of any breach, default or
noncompliance under the Agreement must be in writing and will be effective only
to the extent specifically set forth in such writing. All remedies, either under
this Agreement, by law or otherwise afforded to the parties hereto, will be
cumulative and not alternative.

     5.6  Notices.  All notices required or permitted hereunder will be in
writing and will be deemed effectively given: (1) upon personal delivery to the
party to be notified, (2) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient; if not, then on the next business
day, (3) five days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (4) one day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of delivery. All communications will be sent to the party
to be notified at the address as set forth on the signature pages hereof or at
such other address as such party may designate by 10 days' advance written
notice to the other parties hereto.

     5.7  Attorneys' Fees. In the event that any dispute among the parties to
this Agreement should result in litigation, the prevailing party in such dispute
will be entitled to recover from the losing party all fees, costs and expenses
of enforcing any right of such prevailing party under or with respect to this
Agreement including, without limitation, reasonable fees and expenses of
attorneys and accountants, which will include, without limitation, all fees,
costs and expenses of appeals.

     5.8  Titles And Subtitles. The titles of the sections and subsections of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.

     5.9  Counterparts.  This Agreement may be executed in any number of
counterparts, each of which will be an original, but all of which together will
constitute one instrument.

     5.10 Entire Agreement. This Agreement and the documents referred to herein
constitute the entire agreement among the parties and no party will be liable or
bound to any other party in any manner by any warranties, representations or
covenants except as specifically set forth herein or therein.

                                      -13-
<PAGE>

     5.11 Finder's fees. Each party represents that it neither is nor will be
obligated for any finder's fee or commission in connection with this
transaction. Each Investor will indemnify and hold harmless the Company from any
liability for any commission or compensation in the nature of a finder's fee
(and the cost and expenses of defending against such liability or asserted
liability) for which the Investor or any of its officers, partners, employees,
or representatives is responsible. The Company will indemnify and hold harmless
each Investor from any liability for any commission or compensation in the
nature of a finder's fee (and the costs and expenses of defending against
liability or asserted liability) for which the Company or any of its officers,
employees, or representatives is responsible.

     5.12 Expenses.  The Company will pay all costs and expenses that it incurs
with respect to the negotiation, execution, delivery and performance of this
Agreement, and will pay the reasonable fees and expenses of Palmer & Dodge LLP
in connection with this Agreement upon presentation of a written statement
therefor and up to $2500 of the reasonable fees and expenses of Cooley Godward
in connection with this Agreement.



                                      -14-
<PAGE>

The parties have executed this Agreement as of the date first above written.

                                          ACCESS RADIOLOGY CORPORATION

                                          Signature:___________________________

                                          Printed Name:________________________

                                          Title:_______________________________


NAME OF INVESTOR: Seaflower BioVenture Fund II, LLC

COMMITMENT: $1,600,000.00

Signature:________________________

Printed Name: ____________________

Title:____________________________

Address For Notices: c/o Seaflower Associates, Inc.
                     1000 Winter Street, Ste. 1000
                     Waltham, MA 02451-1248

<PAGE>

The parties have executed this Agreement as of the date first above written.

                                          ACCESS RADIOLOGY CORPORATION

                                          Signature:___________________________

                                          Printed Name:________________________

                                          Title:_______________________________


NAME OF INVESTOR: J and L Sherblom Family, LLC

COMMITMENT: $100,000

Signature:________________________

Printed Name: ____________________

Title:____________________________

Address For Notices: c/o Seaflower Associates, Inc.
                     1000 Winter Street, Ste. 1000
                     Waltham, MA 02451-1248


<PAGE>

The parties have executed this Agreement as of the date first above written.

                                          ACCESS RADIOLOGY CORPORATION

                                          Signature:___________________________

                                          Printed Name:________________________

                                          Title:_______________________________


NAME OF INVESTOR: Seaflower Health & Technology Fund, LLC

COMMITMENT: $100,000

Signature:________________________

Printed Name: ____________________

Title:____________________________

Address For Notices: c/o Seaflower Associates, Inc.
                     1000 Winter Street, Ste. 1000
                     Waltham, MA 02451-1248


<PAGE>

The parties have executed this Agreement as of the date first above written.

                                          ACCESS RADIOLOGY CORPORATION

                                          Signature:___________________________

                                          Printed Name:________________________

                                          Title:_______________________________


NAME OF INVESTOR: Three Arch Bay

COMMITMENT: $500,000

Signature:________________________

Printed Name: ____________________

Title:____________________________

Address For Notices:


<PAGE>

The parties have executed this Agreement as of the date first above written.

                                          ACCESS RADIOLOGY CORPORATION

                                          Signature:___________________________

                                          Printed Name:________________________

                                          Title:_______________________________


NAME OF INVESTOR: Sweetwater Partners

COMMITMENT: $125,000

Signature:________________________

Printed Name: ____________________

Title:____________________________

Address For Notices:



<PAGE>

The parties have executed this Agreement as of the date first above written.

                                          ACCESS RADIOLOGY CORPORATION

                                          Signature:___________________________

                                          Printed Name:________________________

                                          Title:_______________________________


NAME OF INVESTOR: Michael Schmertzler

COMMITMENT: $50,000

Signature:________________________

Printed Name: ____________________

Title:____________________________

Address For Notices:


<PAGE>

The parties have executed this Agreement as of the date first above written.

                                          ACCESS RADIOLOGY CORPORATION

                                          Signature:___________________________

                                          Printed Name:________________________

                                          Title:_______________________________


NAME OF INVESTOR: Paul Felton

COMMITMENT: $25,000

Signature:________________________

Printed Name: ____________________

Title:____________________________

Address For Notices:



<PAGE>

                                                                       EXHIBIT A


                         CERTIFICATE OF DESIGNATIONS,
                           PREFERENCES AND RELATIVE,
                   PARTICIPATING, OPTIONAL OR OTHER SPECIAL
              RIGHTS OF THE SERIES K CONVERTIBLE PREFERRED STOCK
                    BY RESOLUTION OF THE BOARD OF DIRECTORS

                                      OF

                         ACCESS RADIOLOGY CORPORATION


Under Section 151 of the
Delaware General Corporation Law

     I, Scott S. Sheldon, President of ACCESS Radiology Corporation, a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "Corporation"), in accordance with
the provisions of Section 151 of the General Corporation Law of the State of
Delaware, DO HEREBY CERTIFY:

     That, pursuant to authority conferred upon the Board of Directors by the
Certificate of Incorporation, said Board of Directors adopted a resolution dated
July 10, 1998, providing for the authorization, designation and issuance of up
to 1,785,800 shares of Series K Convertible Preferred Stock, which resolution is
as follows:

     RESOLVED:  That, pursuant to Section 4.2 of the Certificate of
Incorporation of the Corporation, as amended, there be and hereby is authorized
and created a series of Preferred Stock, hereby designated as the Series K
Preferred Stock, to consist of 1,785,800 shares, with a par value of $.01 per
share, and that the designations, preferences and relative, participating,
optional or other special rights of the Series K Preferred Stock and the
qualifications, limitations or restrictions thereof, be as hereby set forth. The
Series K Preferred Stock is hereby designated as "Series Preferred", as that
term is defined in the Certificate of Incorporation. Capitalized terms used in
this Certificate and not otherwise defined have the meanings specified in the
Certificate of Incorporation, as amended from time to time.

Series K Preferred Stock.
------------------------

1.   Number of Shares.  The series of Preferred Stock designated and known as
     ----------------
"Series K Preferred Stock" shall consist of  1,785,800 shares.

2.   Dividend Rights.  Whenever the Company declares a dividend on its Common
     ----------------
Stock, the holders of Series K Preferred Stock will be entitled to receive
dividends in an amount equal per share
<PAGE>

(on an as-if-converted to Common Stock basis) to the amount paid or set aside
for each share of Common Stock. The provisions of this Section 2 will not apply
to a dividend payable as Common Stock.

3.   Voting Rights.
     --------------

     (a) Except as otherwise provided herein or as required by law, the Series K
Preferred Stock will be voted together with the other Series Preferred and the
Series J Preferred equally with the shares of Common Stock of the Company, and
not as a separate class, at any annual or special meeting of stockholders of the
Company, and may act by written consent in the same manner as the Common Stock.
In either case, each holder of shares of Series K Preferred Stock will be
entitled to such number votes as is equal to the whole number of shares of
Common Stock into which such holder's aggregate number of shares of Series K
Preferred Stock are convertible pursuant to Section 5 immediately after the
close of business on the record date fixed for such meeting or the effective
date of such written consent

     (b) In addition to any other vote or consent required herein or by law, the
vote or written consent of the holders of 2/3 of the outstanding Series J
Preferred Stock and the outstanding Series K Preferred Stock, voting together as
a single class on an as-if converted to Common Stock basis, will be necessary
for effecting or validating the creation or authorization of any additional
class or series of shares of stock unless the same ranks junior to, or pari
passu with, the Series K Preferred Stock as to the distribution of assets on the
liquidation, dissolution or winding up of the Company, or an increase in the
authorized amount of any additional class or series of shares of stock unless
the same ranks junior to, or pari passu with, the Series K Preferred Stock as to
the distribution of assets on the liquidation, dissolution or winding up of the
Company, or creation or authorization of any obligation or security convertible
into shares of any class or series of stock unless the same ranks junior to, or
pari passu with, the Series K Preferred Stock as to the distribution of assets
on the liquidation, dissolution or winding up of the Company, whether any such
creation, authorization or increase will be by means of amendment to the
Certificate of Incorporation or by merger, consolidation or otherwise.  Any
action requiring consent pursuant to this clause 3(b) is referred to herein as a
"3(b) Consent Event."

     (c) In addition to any other vote or consent required herein or by law, the
vote or written consent of the holders of 2/3 of the outstanding Series K
Preferred Stock, voting together as a single class on an as-if converted to
Common Stock basis, will be necessary for effecting or validating the following
actions:

         (i)   Any 3(b) Consent Event, if, and only if, all actions required to
be taken under the terms of the Series J Preferred Stock to implement such 3(b)
Consent Event have not been taken or consented to by the requisite holders of
the outstanding Series J Preferred Stock prior to or concurrently with the
consent obtained with respect to such 3(b) Consent Event pursuant to clause
(3)(b);

                                      -2-
<PAGE>

          (ii)   Except for any 3(b) Consent Event, any amendment, alteration or
repeal of the Certificate of Incorporation if the effect would be materially
detrimental or adverse in any manner with respect to the rights of the holders
of the Series K Preferred Stock;

          (iii)  Any redemption or other acquisition of any shares of Series K
Preferred Stock except pursuant to a purchase offer made pro rata to all holders
of the shares of Series K Preferred Stock on the basis of the aggregate number
of outstanding shares of such Series Preferred then held by each such holder; or

          (iv)   Any increase or decrease (other than by conversion) in the
authorized number of shares of Series K Preferred Stock.

     (d)  In addition to any other vote or consent required herein or by law,
the vote or written consent of the holders of a majority of the outstanding
Series Preferred (including the Series K Preferred Stock) and Series J
Preferred, voting together as a single class on an as-if converted to Common
stock basis, will be necessary for effecting or validating the following
actions:

          (i)    Any redemption, repurchase, payment of dividends or other
distribution with respect to Preferred Stock or Common Stock, except for
acquisitions of Preferred Stock or Common Stock by the Company pursuant to and
in compliance with agreements that permit the Company to repurchase such shares
upon termination of services to the company;

          (ii)   Any agreement by the Company or its stockholders regarding an
Asset Transfer or Acquisition (each as defined in Section 4(d));

          (iii)  Any amendment, modification or waiver of the Certificate of
Incorporation or Bylaws of the Company relative to the rights, preferences,
privileges, restrictions or other matters relating to any series of Preferred
Stock;

          (iv)   Any voluntary dissolution or liquidation of the Company; or

          (v)    Any issuance of equity securities as compensation to employees,
officers, directors or consultants of the Company other than under the Option
Plan (as defined in Section 5(j)(v)).

4.   Liquidation Preference.
     -----------------------

     (a)  Upon any liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, with respect to which the Total Company
Valuation (as defined below) is less than $26,000,000, before any distribution
or payment is made to the holders of Common Stock, but after the payment of the
full liquidation preference of (i) the Series J Preferred and (ii) any Senior
Preferred (as defined below), in each case, as set forth in the Certificate of
Incorporation, the holders of Series K Preferred Stock will be entitled to be
paid out of the assets of the Company, for each

                                      -3-
<PAGE>

share of Series K Preferred Stock held by them, an amount per share of Series K
Preferred Stock equal to the Series K Original Issue Price (as defined below and
as adjusted for any stock dividends, combinations, splits, recapitalizations and
the like with respect to the Series K Preferred). Such payment shall be made on
a pari passu basis with the holders of the other Series Preferred (and any other
  ----------
series of Preferred Stock designated by the Board of Directors as sharing with
the Series Preferred an a pari passu basis in the event of a liquidation). Upon
payment in full of the liquidation preference specified in this Section 4(a),
each share of the Series K Preferred Stock shall, automatically and without
further action, be converted into Common Stock at the then effective Conversion
Rate (as defined in Section 5(a)), and the Common Stock issuable upon such
conversion shall participate in the proceeds of the liquidation of the Company
as provided in Section 4(c). Any series of Preferred Stock which is designated
as senior to the Series K Preferred Stock with respect to liquidation
preferences and the creation or authorization of which was consented to in
accordance with clause 3(b) and, if applicable, clause 3(c)(i) is referred to
herein as "Senior Preferred."

     (b)  If the assets to be distributed among the holders of the Series K
Preferred Stock, the other Series Preferred (and any other series of Preferred
Stock designated by the Board of Directors as sharing with the Series Preferred
on a pari passu  basis in the event of a liquidation) are insufficient to permit
payment in full to such holders of the amounts distributable pursuant to the
Certificate of Incorporation, then such assets will be distributed ratably among
such holders of outstanding shares of Series K Preferred Stock, shares of other
Series Preferred, and any other series of Preferred Stock designated by the
Board of Directors as sharing with the Series Preferred on a pari passu  basis
in the event of a liquidation.

     (c)  After the payment of the full liquidation preference of the Series K
Preferred Stock and the other Series Preferred, and any liquidation preference
of the Series J Preferred pursuant to Section 4.3(d)(1) of the Company's
Certificate of Incorporation, the remaining assets of the Company legally
available for distribution, if any, will be distributed ratably to the holders
of the Common Stock and Series J Preferred on an as-if-converted to Common Stock
basis.

     (d)  The following definitions will apply under this Section 4:

          (i)  a "liquidation" of the Company will include (without limitation):

              (A)   any consolidation or merger of the Company with or into any
other corporation or other entity or person, or any other corporate
reorganization, in which the stockholders of the Company immediately prior to
such consolidation, merger or reorganization own 50% or less of the Company's
voting power immediately after such consolidation, merger or reorganization, or
any transaction or series of related transactions to which the Company is a
party in which 50% or more of the Company's voting power is transferred unless
within ten days after receipt of notice that the event will occur, holders of a
majority of the outstanding Series Preferred (including the Series K Preferred
Stock), voting together as a single class on an as-if-converted to Common Stock
basis, and holders of a majority of the outstanding Series J Preferred elect in
writing not to treat such event as a liquidation of the Company (an
"Acquisition"); or

                                      -4-
<PAGE>

                 (B)  a sale, lease or other disposition of all or substantially
all of the assets of the Company (an "Asset Transfer").

          (ii)   "Total Company Valuation" means the aggregate Fair Market Value
of the consideration received or to be received by all holders of capital stock
of the Company in  any liquidation, dissolution or winding up of the Company
(including consideration received or to be received through the operation of
this Section 4). In the event of an Acquisition involving the transfer of less
than all of the capital stock of the Company, the Total Company Valuation will
be computed by multiplying the Fair Market Value of the consideration received
or to be received by all holders of capital stock of the Company in such
transaction by a fraction, the numerator of which is the total number of shares
of capital stock of the Company then outstanding (on an as-if-converted to
Common Stock basis and assuming the exercise of all outstanding stock options
and warrants) and the denominator of which is the number of shares of the
Company's capital stock (on an as-if-converted to Common Stock basis and
assuming the exercise of all outstanding stock options and warrants) actually
transferred.

          (iii)  "Fair Market Value" means (A) with respect to consideration
consisting  of cash, the amount of such cash, (B) with respect to securities
that are publicly traded, the average Current Market Price of such securities
over the 20 consecutive trading days ending with and including the date prior to
the date as of which Fair Market Value is to be determined, and (C) with respect
to any other property, the value determined in good faith by the Board of
Directors of the Company.

          (iv)   "Current Market Price" of a security means, for any day, the
last reported sale price, or if no sale takes place on such day, the average of
the reported closing bid and asked prices, in either case as reported on the New
York Stock Exchange Composite Tape or, if such security is not listed or
admitted to trading on the New York Stock Exchange, on the principal national
securities exchange on which such security is listed or admitted to trading or,
if not listed or admitted to trading on any national securities exchange, on the
Nasdaq National Market or, if such security is not quoted on the Nasdaq National
Market, as reported by Nasdaq in the over the counter market or, if not reported
by Nasdaq, the average of the bid and asked prices as furnished by any New York
Stock Exchange member firm regularly making a market in such security selected
for the purpose by the Company's Board of Directors or, if there is no such
firm, as determined in good faith by the Company's Board of Directors.

          (v)    "Series K Original Issue Price" means, with respect to each
share of Series K Preferred, the Series K Purchase Price (as defined in the
Securities Purchase Agreement dated as of July 28, 1998 among the Company and
the Investors named therein).

5.   Conversion Rights of Series K Preferred Stock.  The holders of the Series K
     ----------------------------------------------
Preferred Stock will have the following rights with respect to the conversion of
the Series K Preferred Stock into shares of Common Stock:

                                      -5-
<PAGE>

     (a)  Conversion Rate. The Conversion Rate in effect at any time for
          ----------------
conversion of the Series K Preferred will be the quotient obtained by dividing
the Series K Original Issue Price by Series K Conversion Price (as defined
below). The conversion price for the Series K Preferred Stock (the "Series K
Conversion Price") will initially be the Series K Original Issue Price. The
Series K Conversion Price will be adjusted from time to time in accordance with
this Section 5. All references to the Series K Conversion Price herein mean the
Series K Conversion Price as so adjusted. The number of shares of Common Stock
to which a holder of Series K Preferred Stock will be entitled upon conversion
will be the  product obtained by multiplying the Series K Conversion Rate then
in effect by the number of shares of Series K Preferred Stock being converted.

     (b)  Optional Conversion.
          --------------------

          (i)  Subject to and in compliance with the provisions of this Section
5(b), any shares of Series K Preferred Stock may, at the option of the holder,
be converted at any time into fully-paid and nonassessable shares of Common
Stock.

          (ii) Each holder of Series K Preferred Stock who desires to convert
the same into shares of Common Stock pursuant to this Section 5(b) will
surrender the certificate or certificates therefor, duly endorsed, at the office
of the Company or any transfer agent for the Series K Preferred Stock, and will
give written notice to the Company at such office that such holder elects to
convert the same. Such notice will state the number of shares of Series K
Preferred Stock being converted. Thereupon, the Company will promptly issue and
deliver at such office to such holder a certificate or certificates for the
number of shares of Common Stock to which such holder is entitled and will
promptly pay in cash or, to the extent sufficient funds are not then legally
available therefor, in Common Stock (at the Common Stock's fair market value
determined by the Board of Directors as of the date of such conversion), any
declared and unpaid dividends on the shares of Series K Preferred Stock being
converted. Such conversion will be deemed to have been made at the close of
business on the date of such surrender of the certificates representing the
shares of Series K Preferred Stock to be converted, and the person entitled to
receive the shares of Common Stock issuable upon such conversion will be treated
for all purposes as the record holder of such shares of Common Stock on such
date.

     (c)  Automatic Conversion.
          ---------------------

          (i)  Each share of Series K Preferred Stock will automatically be
converted into shares of Common Stock (A) at any time upon either of (1) the
affirmative election of the holders of a majority of the then-outstanding shares
of the Series K Preferred Stock and the then-outstanding shares of Series J
Preferred Stock, voting together as a single class on an as-if converted to
Common Stock basis; provided, however, that the effectiveness of such election
shall be subject to the prior or concurrent conversion of (or irrevocable
election to convert) the Series J Preferred Stock pursuant to Section
4.3(f)(3)(A) of the Certificate of Incorporation or (2) the affirmative election
of the holders of a majority of the then-outstanding shares of the Series K
Preferred Stock, voting together

                                      -6-
<PAGE>

as a single class on an as-if converted Common Stock basis, or (B) immediately
upon the closing of a firmly underwritten public offering pursuant to an
effective registration statement under the Securities Act of 1933, as amended,
covering the offer and sale of Common Stock for the account of the Company in
which (1) the per share price to the public is at least $3.00 and (2) the
aggregate cash proceeds to the Company (after deduction of underwriters'
commissions and expenses) are at least $15,000,000 (a "Qualified IPO").

          (ii) Upon the first occurrence of an event specified in Section
5(c)(i), the outstanding shares of Series K Preferred Stock will be converted
automatically without any further action by the holders of such shares and
whether or not the certificates representing such shares are surrendered to the
Company or its transfer agent; provided, however, that the Company will not be
obligated to issue certificates evidencing the shares of Common Stock issuable
upon such conversion unless the certificates evidencing such shares of Series K
Preferred Stock are either delivered to the Company or its transfer agent as
provided below, or the holder notifies the Company or its transfer agent that
such certificates have been lost, stolen or destroyed and executes an agreement
satisfactory to the  Company to indemnify the Company from any loss incurred by
it in connection with such certificates (and, if reasonably requested by the
Company, obtains a bond therefor). Upon the occurrence of such automatic
conversion of the Series K Preferred Stock, the holders of Series K Preferred
Stock will surrender the certificates representing such shares at the office of
the company or any transfer agent for the Series K Preferred Stock. Thereupon,
there will be issued and delivered to such holder promptly at such office and in
its name as shown on such surrendered certificate or certificates, a certificate
or certificates for the number of shares of Common Stock into which the shares
of Series K Preferred Stock surrendered were convertible on the date on which
such automatic conversion occurred, and declared and unpaid dividends will be
paid in accordance with the provisions of Section 5(b)(ii).

     (d)  Adjustment For Stock Splits and Combinations. If the Company at any
          ---------------------------------------------
time from time to time after the date on which this Certificate of Designation
is filed (the "Filing Date") effects a subdivision of the outstanding Common
Stock without a corresponding subdivision of the Preferred Stock, the Series K
Conversion Price in effect immediately before that subdivision will be
proportionately decreased. Conversely, if the Company at any time or from time
to time after the Filing Date combines the outstanding shares of Common Stock
into a smaller number of shares without a corresponding combination of the
Preferred Stock, the Series K Conversion Price in effect immediately before the
combination will be in  proportionately increased. Any adjustment under this
Section 5(d) will become effective at the close of business on the date the
subdivision or combination becomes effective; provided that if the initial
Series K Conversion Price has not yet been determined as of such date, then such
adjustment shall be made on the first day that the Series K Conversion Price may
be determined.

     (e)  Adjustment For Common Stock Dividends And Distributions. If the
          --------------------------------------------------------
Company at any time or from time to time after the Filing Date makes a dividend
or other distribution payable in additional shares of Common Stock, in each such
event the Series K Conversion Price that is then in effect will decreased as of
the time of such issuance by multiplying the Series K Conversion Price

                                      -7-
<PAGE>

then in effect by a fraction (i) the numerator of which is the total number of
shares of Common Stock issued and outstanding immediately prior to the time of
such issuance, and (ii) the denominator of which is the total number of shares
of Common Stock issued and outstanding immediately prior to the time of such
issuance; provided that if the initial Series K Conversion Price has not yet
been determined as of date of such issuance, then such adjustment shall be made
on the first day that the Series K Conversion Price may be determined.

     (f)  Adjustments For Other Dividends And Distributions. If the Company at
          --------------------------------------------------
any time or from time to time after the Filing Date makes, or fixes a record
date for the determination of holders of Common Stock entitled to receive, a
dividend or other distribution payable in securities of the Company other than
shares of Common Stock, in each such event provision will be made so that the
holders of the Series K Preferred Stock will receive upon conversion thereof, in
addition to the number of shares of Common Stock receivable thereupon, the
amount of other securities of the Company that they would have received had
their Series K Preferred Stock been converted into Common Stock on the date of
such event (giving effect to the Series K Conversion Price in effect on that
date or on the first date thereafter that the Series K Conversion Price may be
determined) and had they thereafter, during the period from the date of such
event to and including the conversion date, retained such securities receivable
by them as aforesaid during such period, subject to all other adjustments called
for during such period under this Section 5 with respect to rights of the
holders of the Series K Preferred Stock or with respect to such other securities
by their terms.

     (g)  Adjustments For Reclassification, Exchange And Substitution. If at any
          ------------------------------------------------------------
time or from time to time after the Filing Date the Common Stock issuable upon
the conversion of the Series K Preferred Stock is changed into the same or a
different number of shares of any class or classes of stock, whether by
recapitalization, reclassification or otherwise (other than an Acquisition or
Asset Transfer or a stock dividend, combination, split, recapitalization or
other transaction for which adjustment to the Series K Conversion Price is
provided elsewhere in this Section 5), in any such event each holder of Series K
Preferred Stock will have the right thereafter to convert such stock into the
kind and amount of stock and other securities and property receivable upon such
recapitalization, reclassification or other change by holders of the maximum
number of shares of Common Stock into which such shares of Series K Preferred
Stock could have been converted immediately prior to such recapitalization,
reclassification or change (giving effect to the Series Conversion Price in
effect at that time or at the first time thereafter that the Series K Conversion
Price may be determined), all subject to further adjustment as provided herein
or with respect to such securities or property by the terms thereof.

     (h)  Reorganizations. If at any time or from time to time after the Filing
          ----------------
Date there is a capital reorganization of the Common Stock (other than an
Acquisition or Asset Transfer or a stock dividend, combination, split,
recapitalization or other transaction for which adjustment to the Series K
Conversion Rate is provided elsewhere in this Section 5), as part of such
capital reorganization, provision will be made so that the holders of the Series
K Preferred Stock will thereafter be entitled to receive upon conversion of the
Series K Preferred Stock the number of shares of stock or other securities or
property of the Company to which a holder of the number of shares of Common
Stock

                                      -8-
<PAGE>

deliverable upon conversion would have been entitled on such capital
reorganization, subject to adjustment in respect of such stock or securities by
the terms thereof. In any case, appropriate adjustment will be made in the
application of the provisions of this Section 5 with respect to the rights of
the holders of Series K Preferred Stock after the capital reorganization to the
end that the provisions of this Section 5 (including adjustments of the Series K
Conversion Price and the number of shares issuable upon conversion of the Series
K Preferred Stock) will be applicable after that event and be as nearly
equivalent as practicable.

     (j)  Sale Of Shares Below Series K Conversion Price.
          -----------------------------------------------

          (i)  If at any time or from time to time after the Filing Date and on
or prior to September 30, 1999 the Company issues or sells, or is deemed by the
express provisions of this Section 5  to have issued or sold, Additional Shares
of Common Stock (as hereinafter defined), other than as an Acquisition or Asset
Transfer or a stock dividend, combination, split, recapitalization or other
transaction for which adjustment to the Series K Conversion Rate is provided
elsewhere in this Section 5, for an Effective Price (as hereinafter defined)
less than the then-effective Series K Conversion Price, then and in each such
case the then-effective Series K Conversion Price will be reduced (if
necessary), as of the opening of business on the date of such issue or sale, to
be equal to the lesser of the then-effective Series K Conversion Price and the
Series K Conversion Price obtained by application of the following expression:

                              1
                      -----------
               CP  =  (1/EP - WF)

Where CP is the Series K Conversion Price,  EP is the Effective Price (as
defined below), and WF is the Warrant Factor (as defined below).

          (ii) If at any time or from time to time after September 30, 1999 the
Company issues or sells, or is deemed by the express provisions of this Section
5  to have issued or sold, Additional Shares of Common Stock, other than as an
Acquisition or Asset Transfer or a stock dividend, combination, split,
recapitalization or other transaction for which adjustment to the Series K
Conversion Rate is provided elsewhere in this Section 5, for an Effective Price
less than the then-effective Series K Conversion Price, then and in each such
case the then-effective Series K Conversion Price will be reduced (if necessary)
so that each holder of Series K Preferred Stock shall be entitled to receive
upon conversion that number of shares of Common Stock equal to the greater of
(X) the number of shares resulting from the application of the then effective
Series K Conversion Price and (Y) the number of shares resulting from (A)
applying a conversion price determined by multiplying the then-effective Series
K Conversion Price by a fraction (q) the numerator of which will be (I) the
number of shares of Common Stock deemed outstanding (as defined below)
immediately prior to such issue or sale, plus (2) the number of shares of Common
Stock that the aggregate consideration received (as hereinafter defined) by the
Company for the total number of Additional Shares of Common Stock so issued
would be purchase at such Series K Conversion Price, and (r) the denominator of
which will be the number of shares of Common Stock deemed

                                      -9-
<PAGE>

outstanding immediately prior to such issue or sale plus the total number of
Additional Shares of Common Stock so issued, and (B) subtracting, from the
number of shares obtained by applying the conversion price determined in the
forgoing clause (A), a number of shares obtained by multiplying the Warrant
Factor by the product of the Series K Original Issue Price and the number of
shares of Series K Preferred Stock held by the relevant holder. For the purposes
of preceding sentence, the number of shares of Common Stock deemed to be
outstanding as of a given date will be the sum of (1) the number of shares of
Common Stock actually outstanding and (2) the number of shares of Common Stock
into which the then-outstanding shares of Preferred Stock could be converted if
fully converted on the day immediately preceding the given date.

          (iii)  For the purpose of making any adjustment required under this
Section 5(j), the consideration received by the Company for any issue or sale of
securities (A) to the extent it consists of cash, will be computed at the net
amount of cash received by the Company after deduction of any underwriting or
similar commissions, compensation or concessions paid or allowed by the Company
in connection with such issue or sale but without deduction of any expense
payable by the Company, (B) to the extent it consists of property other than
cash, will be computed at the fair market value of that property as determined
in good faith by the Board of Directors, and (C) if Additional Shares of Common
Stock, Convertible Securities (as hereinafter defined) or rights or options to
purchase either Additional Shares of Common Stock or Convertible Securities are
issued or sold together with other stock or securities or other assets of the
Company for a consideration that covers both, will be computed as the portion of
the consideration so received that may be reasonably determined in good faith by
the Board of Directors to be allocable to such Additional Shares of Common
Stock, Convertible Securities or rights or options.

          (iv)   For the purpose of the adjustment required under this Section
5(j), if the Company issues or sells any rights or options for the purchase of,
or stock or other securities convertible into, Additional Shares of Common Stock
(such convertible stock or securities being herein referred to as "Convertible
Securities") and if the Effective Price of such Additional Shares of Common
Stock is less than the Series K Conversion Price, then in each case the Company
will be deemed to have issued at the time of the issuance of such rights or
options or Convertible Securities the maximum number of Additional Shares of
Common Stock issuable upon exercise or conversion thereof and to have received
as consideration for the issuance of such shares an amount equal to the total
amount of the consideration, if any, received by the Company for the issuance if
such rights or options or Convertible Securities plus, in the case of such
rights or options, the minimum amounts of consideration, if any, payable to the
Company upon the exercise of such rights or options, plus, in the case of the
Convertible Securities, the minimum amounts of consideration, if any, payable to
the Company (other than by cancellation of liabilities or obligations evidenced
by such Convertible Securities) upon the conversion thereof;  provided that if
in the case of Convertible Securities the minimum amounts of such consideration
cannot be ascertained, but are a function of anti-dilution or similar protective
clauses, the Company will be deemed to have received the minimum amounts of
consideration without reference to such clauses;  provided further that if the
minimum amount of consideration payable to the Company upon the exercise or
conversion of rights, options or Convertible Securities is reduced over time or
on the occurrence or non-occurrence

                                     -10-
<PAGE>

of specified events other than by reason of anti-dilution adjustments, the
Effective Price will be recalculated using the figure to which such minimum
amount of consideration is reduced; provided further that if the minimum amount
of consideration payable to the Company upon the exercise or conversion of such
rights, options or Convertible Securities is subsequently increased, the
Effective Price will be again recalculated using the increased minimum amount of
consideration payable to the Company upon the exercise or conversion of such
rights, options or Convertible Securities. No further adjustment of the Series K
Conversion Price, as adjusted upon the issuance of such rights, options or
Convertible Securities, will be made as a result of the actual issuance of
Additional Shares of Common Stock on the exercise of any such rights or options
or the conversion of any such Convertible Securities. If any such rights or
options or the conversion privilege represented by any such Convertible
Securities will expire without having been exercised, the Series K Conversion
Price as adjusted upon the issuance of such rights, options or Convertible
Securities will be adjusted to the Series K Conversion Price that would have
been in effect had an adjustment been made on the basis that the only Additional
Shares of Common Stock so issued were the Additional Shares of Common Stock, if
any, actually issued or sold on the exercise of such rights of conversion of
such Convertible Securities, and such Additional Shares of Common Stock, if any,
were issued or sold for the consideration actually received by the Company for
the granting of all such rights or options, whether or not exercised, plus the
consideration received for issuing or selling the Convertible Securities
actually converted, plus the consideration, if any, actually received by the
Company (other than by cancellation of liabilities or obligations evidenced by
such Convertible Securities) on the conversion of such Convertible Securities,
provided that such readjustment will not apply to prior conversions of Series K
Preferred Stock.

          (v)  "Additional Shares of Common Stock" means all shares of Common
Stock issued by the Company or deemed to be issued pursuant to this Section
5(j), whether or not subsequently reacquired or retired by the Company, other
than (A) shares of Common Stock issued upon conversion of the Preferred Stock,
(B) up to 2,850,000 shares (the "Cap") of the Company's Common Stock and/or
options or other Common Stock purchase rights, and the Common Stock issued
pursuant to such options or other rights (whether previously or hereafter issued
and as adjusted for any stock dividends, combinations, splits, recapitalizations
and the like) issued to employees, officers, or directors of or consultants to
the Company or any subsidiary pursuant to a stock option plan that is in effect
on the Filing Date or that is approved unanimously by the Board of Directors
after the Filing Date (the "Option Plan"), provided, however, that if any
options or other rights to purchase Common Stock lapse unexercised, such options
or rights will not be counted toward the Cap after such lapse; (C) shares of
Common Stock issued pursuant to the exercise of options, warrants or convertible
securities outstanding as of the Filing Date; (D) shares of Common Stock and/or
warrants, options or other rights (as adjusted for any stock dividends,
combinations, splits, recapitalizations and the like) issued after the Filing
Date pursuant to any equipment leasing arrangement or debt financing approved by
the Board of Directors; and (E) shares of Common Stock and/or warrants issued or
deemed to be issued pursuant to the Securities Purchase Agreement dated as of
July __, 1998 among the Company and the Investors named therein, as amended from
time to time, and shares of Common Stock issuable upon the exercise of warrants
issued or deemed to be issued, pursuant to such Agreement.

                                     -11-
<PAGE>

          (vi)  The "Effective Price" of Additional Shares of Common Stock means
the quotient determined by dividing the total number of Additional Shares of
Common Stock issued or sold, or deemed to have been issued or sold by the
Company under this Section 5(j), into the aggregate consideration received, or
deemed to have been received by the Company for such issue under this Section
5(j), for such Additional Shares of Common Stock.

          (vii) "Warrant Factor" means 0.193333, subject to adjustment as
provided herein. In case the Company shall at any time after the Filing Date
subdivide (by any stock split, stock dividend or otherwise) its outstanding
shares of Common Stock into a greater number of shares, the Warrant Factor in
effect immediately prior to such subdivision shall be proportionately increased,
and, conversely, in case at any time after the Filing Date the outstanding
shares of Common Stock shall be combined into a smaller number of shares, the
Warrant Factor in effect immediately prior to such combination shall be
proportionately decreased. Each calculation of the Warrant Factor will be made
to at least six decimal places.

     (k)  Certificate of Adjustment.  In each case of an adjustment or
          -------------------------
readjustment of the Series K Conversion Price for the number of shares of Common
Stock or other securities issuable upon conversion of the Series K Preferred
Stock, if the Series K Preferred Stock is then convertible pursuant to this
Section 5, the Company, at its expense, will compute such adjustment or
readjustment in accordance with the provisions hereof and prepare a certificate
showing such adjustment or readjustment, and will mail such certificate, by
first class mail, postage paid, to each registered holder of Series K Preferred
Stock at the holder's address as shown in the Company's book's. The certificate
will set forth such adjustment or readjustment, showing in detail the facts upon
which such adjustment or readjustment is based, including a statement of (A) the
consideration received or deemed to be received by the Company for any
Additional Shares of Common Stock issued or sold or deemed to have been issued
or sold, (B) the Series K Conversion Price at the time in effect, (C)  the
number of Additional Shares of Common Stock and (D) the type and amount, if any,
of other property that at the time would be received upon conversion of the
Series K Preferred Stock.

     (l)  Notices Of Record Date.  Upon (A) any taking by the Company of a
          ----------------------
record of the holders of any class of securities for the purpose of determining
the holders there of who are entitled to receive any dividend or other
distribution or (B) any Acquisition or other capital reorganization of the
Company, any reclassification of the capital stock of the Company, any merger or
consolidation of the Company with or into any other corporation, any Asset
Transfer or voluntary or involuntary dissolution, liquidation or winding up of
the Company, the Company will mail to each holder of Series K Preferred Stock at
least 20 days prior to the record date specified therein a notice specifying (X)
the date on which any such record is to be taken for the purpose of such
dividend or distribution and a description of such dividend or distribution, (Y)
the date on which any such Acquisition, reorganization, reclassification,
transfer, consolidation, merger, Asset Transfer, dissolution, liquidation or
winding up is expected to become effective, and (Z) the date, if any, that is to
be fixed as to when the holders of record of Common Stock (or other securities)
will be entitled

                                     -12-
<PAGE>

to exchange their shares of Common Stock (or other securities) for securities or
other property deliverable upon such Acquisition, reorganization,
reclassification, transfer, consolidation, merger, Asset Transfer, dissolution,
liquidation or winding up.

     (m)  Fractional Shares. No Fractional Shares of Common Stock will be issued
          -----------------
upon conversion of Series K Preferred Stock. All shares of Common Stock
(including fractions thereof) issuable upon conversion of more than one share of
Series K Preferred Stock by a holder thereof will be aggregated for purposes of
determining whether the conversion would result in the issuance of any
fractional share. If, after the aforementioned aggregation, the conversion would
result in the issuance of any fractional share, the Company will, in lieu of
issuing any fractional share, pay cash equal to the product of such fraction
multiplied by the Common Stock's fair market value (as determined by the Board
of Directors) on the date of conversion.

     (n)  Reservation Of Stock Issuable Upon Conversion. The Company will at all
          ----------------------------------------------
times reserve and keep available out of it's authorized but unissued shares of
Common Stock, solely for the purpose of effecting the conversion of the shares
of the Series K Preferred Stock, such number of its shares of Common Stock as
from time to time will be sufficient to effect the conversion of all outstanding
shares of the Series K Preferred Stock. If at any time the number of authorized
but unissued shares of Common Stock is not sufficient to effect the conversion
of all then-outstanding shares of the Series K Preferred Stock, the Company will
take such corporate  action as may, in the opinion of its counsel, be necessary
to increase  its authorized but unissued shares of Common Stock to such number
of shares as will be sufficient for such purpose.

     (o)  Notices. Any notice or required or permitted by the provisions of this
          -------
Section 5 will be in writing and will be deemed effectively given: (A) upon
personal delivery to the party to be notified, (B) when sent by confirmed telex
or facsimile if sent during normal business hours of the recipient; if not, then
on the next business day, (C) five days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, or (D) one day after
deposit with a nationally recognized overnight courier, specifying next day
delivery, with written verification of receipt. All notices will be addressed to
each holder of record at the address of such holder appearing on the book of the
Company.

     (p)  Payment Of Taxes.  The Company will pay all taxes (other than taxes
          -----------------
based upon income) and other governmental charges that may be imposed with
respect to the issue or delivery of shares of Common Stock upon conversion of
shares of Series K Preferred Stock, excluding any tax or other charge imposed in
connection with any transfer involved in the issue and delivery of shares of
Common Stock in a name other than that in which the shares of Series K Preferred
Stock so converted were registered.

     (q)  No Dilution or Impairment. Without the consent of the holders of then-
          -------------------------
outstanding Series K Preferred as required under Section 3(b), the Company will
not amend its Certificate of Incorporation or participate  in any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or  take any other voluntary action for the purpose of
avoiding

                                     -13-
<PAGE>

or seeking to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all times in good
faith assist in carrying out all such action as may be reasonably necessary or
appropriate in order to protect the conversion rights of the holders of the
Series K Preferred Stock against dilution or other impairment.


           [The remainder of this page is intentionally left blank.]

                                     -14-
<PAGE>

                                                    [Certificate Of Designation]

     IN WITNESS WHEREOF, ACCESS Radiology Corporation has caused this
Certificate to be signed by Scott S. Sheldon, its President.


                                 ACCESS RADIOLOGY CORPORATION



                                   By:____________________________________
                                    Scott S. Sheldon, President
<PAGE>

                                                                       EXHIBIT B


See Exhibit 10.18 filed with this Registration Statement.
<PAGE>

                                                                       Exhibit C

                           SCHEDULE OF EXCEPTIONS TO

                         ACCESS RADIOLOGY CORPORATION

                    SERIES K SECURITIES PURCHASE AGREEMENT


     Capitalized terms used herein and not otherwise defined have the meanings
set forth in the Securities Purchase Agreement. Disclosure of any matter in any
item of this Schedule is deemed to be disclosure of such matter for purposes of
all items with respect to which such matter is required to be disclosed.
Disclosure of any matter in this Schedule does not, by implication or otherwise,
indicate that such matter is material.

     2.5(d) The Company has issued a certificate for five shares of Series C
Preferred Stock to Joseph Tortorici, a holder who in fact subscribed and paid
for four shares. The Company is in the process of  contacting Mr. Tortorici to
correct this error.

     2.5(e) Certain nominee holders of capital stock of the Company that is
beneficially owned by persons resident outside of the United States have granted
proxies to an individual representative for purposes of voting on matters
submitted to shareholders.

     2.7.  Contracts:

1. Master Lease Agreement with LTI Ventures Leasing Corp.

2. Loan Agreement and Related Documentation with Fleet National Bank.

3. OEM Development Software Agreement with Mitra Imaging Incorporated.

4. Software Development and Licensing Agreement with AWARE, Inc.

5. Amended and Restated Reseller Agreement with ISG Technologies, Inc.

6.Lease Agreement with Hartwell Group LLC (principal office and manufacturing
facility).

7. Purchase Agreement originally with Lockheed Martin Medical Imaging Systems,
Inc. (Note: The business of Lockheed Martin Medical Imaging Systems, Inc. has
since been acquired by General Electric. The counterparty is now GE Medical
Systems.)

8. Employment Agreement with Scott Sheldon.
<PAGE>

9. Employment Agreement with Philip Holberton.

10. Employment  Agreement with Howard Pinsky.

11. Letter of Intent with Sterling Diagnostic Imaging, Inc.

12. Various confidentiality agreements with industry participants.

13. Stock option agreements with directors, employees and members of the Medical
and Technical Advisory Board.

14. Contract Tariff with ATT.

15. Master Software Agreement  with Astea International, Inc.

16. Investors Rights Agreement with holders of Series J Preferred Stock.

17. Series J Preferred Stock Purchase Agreement.

18. Equipment Purchase Contract with Lumisys, Inc.

19. Reseller Agreement with IMNET Systems, Inc.

     2.8. Mr. Gary Sadow, a member of the Company's Medical and Technical
Advisory Board to whom stock options have been granted, is an officer of
Sterling Diagnostic Imaging, Inc. ("Sterling"). ACCESS and Sterling have entered
into a letter of intent regarding the resale by Sterling of  ACCESS products.
Mr. Sadow participated in the negotiation of this letter of intent and is
expected to participate in the negotiation of definitive contractual
documentation.

     2.12. American Telemedicine International/ Massachusetts General Hospital.
           --------------------------------------------------------------------
ACCESS received a letter dated June 19, 1996 from counsel to American
Telemedicine International ("ATI"), written on behalf of ATI and Massachusetts
General Hospital ("MGH"). This letter states that ATI is "associated...through
merger" with RSTAR, Inc. ("RSTAR"), which is a former employer of Howard Pinsky,
an executive of ACCESS. The June 19th letter asserts that U.S. Patent No.
5,469,353, issued to Mr. Pinsky and others and assigned to ACCESS, is derived
from proprietary information and trade secrets of MGH and RSTAR, has been
improperly assigned, and is currently unenforceable due to incorrect ownership.
The letter demands assignment of the patent to ATI and the addition of a current
ATI employee as an inventor. The June 19th letter asserts that Mr. Pinsky had
misappropriated proprietary information and trade secrets relevant to the patent
which were provided to him while working for RSTAR. Counsel to ATI also made
claims against Mr. Pinsky in a separate letter addressed to Mr. Pinsky
personally. ACCESS has agreed to indemnify Mr. Pinsky against claims made
against him in connection with this dispute.


                                      -2-
<PAGE>

     The June 19th letter contained an offer to make documentation supporting
the claims of RSTAR and MGH available to ACCESS. In a responsive letter dated
July 3, 1996, patent counsel to ACCESS (Lahive & Cockfield) stated that a
preliminary investigation indicated that the assertions of the June 19th letter
were incorrect, and requested copies of the offered documentation. In a
subsequent letter dated July 31, counsel to ATI stated that delivery of such
documentation would be conditioned on execution by ACCESS of an enclosed
"Confidential Disclosure Agreement", the terms of which are unacceptable to
ACCESS. The July 31 letter also requested that ATI receive documentation
relevant to the patent from ACCESS. In a further response dated August 21,
counsel to ACCESS stated that the agreement proposed by ATI was not acceptable,
that in any event no confidentiality agreement should be required for disclosure
of material now included in an issued patent, and that ACCESS was not prepared
to deliver any material to ATI prior to receiving some substantiation of ATI's
claims. The August 21 letter further stated the belief of ACCESS that the claims
of ATI and MGH are without merit.

     Subsequent to August 21, 1996, counsel to ACCESS and counsel to ATI
exchanged further letters and telephone calls regarding the terms on which ATI
would be willing to make material supporting ATI's claims available to ACCESS.
No resolution to this matter was reached, and ATI and its counsel have not
communicated with ACCESS or its counsel since December 19, 1996, the date of the
last letter that counsel to ACCESS sent to counsel to ATI on this matter.

     ACCESS believes that the claims of ATI and MGH are without merit and
intends to contest them vigorously.

     2.16. Reference is made to the matters disclosed in items 2.7 and 2.12.

     2.17(a). The Company is currently experiencing losses on a cash basis of
approximately $300,000 per month. Reference is made to all other matters
disclosed in response to Section 2.17.

     2.17(c). GE Medical Systems is a business unit of General Electric that
succeeded through an asset purchase to the business of Lockheed Martin Medical
Imaging ("LMMIS") and  the Purchase Agreement between ACCESS and LMMIS. GE
Medical Systems has informed ACCESS that, as a matter of policy, GE Medical
Systems will not honor certain provisions of the LMMIS contract calling for
rebates of discounts granted by ACCESS if  volume purchase targets are not met.
ACCESS and GE Medical Systems are in the process of amending the LMMIS contract
to, among other things, eliminate these rebates.

     2.17(e). The Fleet loan was renewed and amended as of April 10, 1998.
ACCESS has amended its software agreement ISG Technologies since March 31.
ACCESS is in the process of renegotiating its agreement for sales of services
and equipment to TeleQuest, Inc., a customer undergoing financial stress, and
has agreed to modify or cancel some of TeleQuest's purchase obligations

     2.17(f). ACCESS finalized a new bonus plan for senior executives in May of
1998.

                                      -3-
<PAGE>

     2.17(h). Calvin Head, the Company's Director of Customer Engineering,
resigned in May of 1998.

     2.17(j). ACCESS repurchased 100,000 shares of Common Stock from Scott
Sheldon for $50,000 in April of 1998.

     2.18. Reference is made to Item 2.7. The Company licenses various generally
commercially available software from vendors (for example, Microsoft) under
standard terms of such vendors.

     2.19. Reference is made to Items 2.7 and 2.17(f).

     2.20. ACCESS believes that it is late in filing some of its state sales tax
returns. ACCESS does not believe that this will have a Material Adverse Effect.
The Commonwealth of Massachusetts has audited ACCESS's Massachusetts sales tax
returns through 1997 and has assessed additional sales tax as a result of this
audit. ACCESS is contesting the amount of this assessment.


                                      -4-
<PAGE>

                                                                       EXHIBIT D


See Exhibit 10.9 filed with this Registration Statement.