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CONFIDENTIAL TREATMENT                                             EXHIBIT 10.28


                                  AMENDMENT
                                      TO
                      OEM DEVELOPMENT SOFTWARE AGREEMENT


     This Amendment to OEM Development Software Agreement is made as of  May 20,
                                                                        --------
1997, between MITRA Imaging Incorporated ("MITRA"), and ACCESS Radiology
----
Corporation ("ACCESS").

     ACCESS and MITRA are parties to an OEM Development Software Agreement (the
"OEM Agreement") dated as of November 9, 1995.  ACCESS and Mitra wish to amend
the OEM Agreement as set forth below.

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

     1.   Definitions.  Capitalized terms used herein and not otherwise delined
     have the   meanings set forth in the OEM Agreement.  The term "DTK", for
     purposes of this Agreement and the OEM Agreement, shall mean all or any
     portion of the computer programs in object code format, described in
     Schedule B attached hereto and conforming to the specifications set forth
     in Schedule B.  The term "Mitra Software" is amended to include DTK.

     2.   Amendment of Section 2.1.1. Section 2.2.1 is amended to read as
     follows:

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

     3.   Amendment of Section 3.1.  Section 3.1. is amended to read as follows:

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

                            Confidential Treatment

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     4.   Addition of Section 3.6. Section 3 is amended by adding the following
     Section 3.6:

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

     5.   Addition of Section 4.1.5. Section 4.1 is amended by adding the
following Section 4.1.5:

               4.1.5. [*Redacted pursuant to Confidentiality Treatment Request
dated September 10, 1999.


                                                                             ]


     6.   Amendment of Section 8.1.  Section 8.1 is amended to read as follows:

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

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

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

ACCESS RADIOLOGY CORPORATION                   MITRA IMAGING INCORPORATED

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

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

                            Confidential Treatment

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