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CONFIDENTIAL TREATMENT                                             EXHIBIT 10.27

                       OEM DEVELOPMENT SOFTWARE AGREEMENT

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

                              B A C K G R O U N D

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

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

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

     1.   Interpretation.

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

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

               1.1.2     "DAP for UNIX" means all or any portion of the computer
                         programs in object code format, described as such in
                         the user's manual entitled "Mitra Imaging Incorporated
                         DICOM Application Platform Revision 1.011 dated April
                         29, 1995, and conforming to the specifications set
                         forth therein.

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

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

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

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

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

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

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

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

     2.   Grant of Rights.

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

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

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

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

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                         support of ACCESS customers and processing of data in
                         the regular course of 1~ACCESS's business.



     3.   Customer License Agreements.

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

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

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

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

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

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

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

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

     4.   License Fees.

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

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

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

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

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


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

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

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

     5.   Support.

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          5.1  Mitra will supply the following materials to ACCESS:

               5.1.1     One copy of the latest object code or executable code
                         for each item of Mitra Software, with upgrades as
                         provided in Section 5.2. If a copy of the Mitra
                         Software initially provided is lost, damaged or
                         destroyed, Mitra will provide at cost a replacement
                         copy, which may be a more recent release or version;
                         and

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

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

          5.3  ACCESS will pay to Mitra aggregate annual support costs of
               [*Redacted pursuant to Confidentiality Treatment Request dated
               September 10, 1999.] per year with respect to Mitra Software.
               Support costs will be payable in advance on the execution of this
               Agreement and each anniversary thereof during the term of this
               Agreement.

          5.4  Notwithstanding Section 5.2, if an upgrade of DAP for Windows
               compatible with Windows 95 or Windows NT shall become available
               and ACCESS shall request such an upgrade from Mitra, then upon
               delivery of such an upgraded version, ACCESS shall pay to Mitra a
               one time upgrade fee. [ *Redacted pursuant to Confidentiality
               Treatment Request dated September 10, 1999.]

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               Following delivery of any such upgraded versions, the term "DAP
               for Windows" as used in this Agreement shall be deemed to include
               such upgraded version for all purposes, it being understood that
               the obligations of ACCESS and Mitra with respect to the
               previously existing version of DAP for Windows shall also remain
               in full force and effect.

     6.   Additional Covenants.

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

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

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

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

     7.   Warranties.

          7.1  Mitra warrants and agrees that:

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

               7.1.2     To the best of Mitra's knowledge, the documentation and
                         code of the Mitra Software have not been published
                         under circumstances which have caused loss of copyright
                         therein, and to the best of Mitra's's knowledge, the
                         documentation and code of the Mitra

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                         Software do not infringe upon any copyright or other
                         proprietary right of any third party.

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

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

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

          7.3  The express warranties set forth in Sections 5.21, 7.1 and 7.2
               are the only warranties made by Mitra with respect to the Mitra
               software and other services provided by Mitra. Mitra makes no
               other warranties expressed or

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               implied or arising by custom or trade usage and specifically
               makes no warranty of merchantability.

     8.   Term and Termination.

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

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

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

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

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

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

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

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

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

          8.5  Notwithstanding any termination or expiration of this Agreement,
               any sublicense granted to an ACCESS customer prior to such
               termination or

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               expiration shall survive such termination or expiration, and
               Sections 6.2, 6.3 and 7.1 shall survive any such termination
               or expiration.

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

     9.   General.

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

          9.2  Assignment:

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

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

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

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

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

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

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

          9.7  Notices:

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

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

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

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

ACCESS RADIOLOGY CORPORATION                   MITRA IMAGING INCORPORATED

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

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

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

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

     .    the capability to manually delete a stud
     .    the capability to set the autopurge functions, including the software
          which executes the autopurge of patient studies
     .    the capability to protect a study from autopurge and delete
     .    the ability to set up DICOM Query/Retrieval Class nodes
     .    the ability to manually route a study to a DICOM node demographics
     .    the ability of the above sorted by date and name.
     .    any additional functionality provided in the interface not listed
          above

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



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