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CONFIDENTIAL TREATMENT                                             EXHIBIT 10.25

[ISG LOGO]



December 29, 1998


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

Dear Howard:

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

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


                                                                      ]


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

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

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

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

3)   iii)  [*Redacted pursuant to Confidentiality Treatment Request dated
           September 10, 1999.


                                                                      ]

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

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

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

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

     a)   Access Radiology may purchase as an option, on any VRS 300 license
          covered by this agreement, the full print feature. Access must accept
          legal responsibility for enforcing with their end users that the
          software's additional print features, beyond postscript, are not
          activated. If future ISG VR WIN releases separate the DICOM and the
          postscript print features, the new version may be substituted for the
          full version. The cost of this option is [ *Redacted pursuant to
          Confidentiality Treatment Request dated September 10, 1999.] per
          license.

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

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






                                                                   ]

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

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

________________________________________________________________________________

Agreed to this 31st day of December 1998.



ISG TECHNOLOGIES INC.                     ACCESS RADIOLOGY CORPORATION


By: /s/ Maxwell Rutherford                By: /s/ Howard Pinsky
    -------------------------------           ---------------------------------

Name:   Maxwell Rutherford                Name:   Howard Pinsky
        ---------------------------               -----------------------------

Title: President & Chief Operating        Title: Vice President of Technology
       ----------------------------              ------------------------------
                          Officer

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