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CONFIDENTIAL TREATMENT                                             EXHIBIT 10.24

                                AMENDMENT NO. 1

                                       TO

                    AMENDED AND RESTATED RESELLER AGREEMENT

     This is Amendment No. 1, dated as of April 30, 1998, to the Amended and
Restated Reseller Agreement (the "Reseller Agreement") dated as of May 30, 1997
between ACCESS Radiology Corporation ("ACCESS")and ISG Technologies, Inc.
("ISG").


     WHEREAS, ACCES and ISG wish to amend the Reseller Agreement to reflect the
replacement of the VRS NT 200 Product with the VRS 300 Product, and to address
certain related matters,

     NOW, THEREFORE, the parties agree as follows:

     1.  Definitions. Capitalized terms used herein and not otherwise defined
         ------------
have the meanings set forth in the Reseller Agreement. Upon the effectiveness of
this Amendment No. 1, references in the Reseller Agreement to "this Agreement",
"hereof", "hereunder", and the like shall refer to the Reseller Agreement as
amended by this Amendment No. 1. The reference to "the VRS NT 200 application"
in section 1.1.8 of the definitions is changed to "the VRS 300 Product". The
following new definition is added to Section 1.1 of the Reseller Agreement:

               1.1.2A  "Execution Date" means the later of (i) April 30, 1998
     and (ii) the thirtieth day after GMA Release of the VRS 300 Product.

     2.  Schedules.  The pricing for VRS-NT-200 (v1.1) appearing in Pricing
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Table 1 and Pricing Table 2 of Schedule I shall cease to apply as of the
effectiveness of this Amendment No.1.[ *Redacted pursuant to Confidentiality
Treatment Request dated September 10, 1999.

               ] The portion of Schedule I titled "VRS-NT 200 Release 1.1" and
the Marketing Specifications Document for the VRS NT 200 Product included in
Schedule I are replaced in their entirety by the pages attached to this
Amendment No. 1. Schedule IIA attached to this Amendment No. 1 is hereby made a
Schedule to the Reseller Agreement.

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     3.   Amendment of Section 4.1.2. Section 4.1.2 of the Reseller Agreement is
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amended to read in its entirety as follows:

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



                     ]

          4.  Addition of Section  4.1.5. A new Section 4.1.5 is added to the
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     Reseller Agreement to read as follows:

               4.1.5 Prior to the Execution Date, ACCESS has paid an aggregate
     of [ *Redacted pursuant to Confidentiality Treatment Request dated
     September 10, 1999.]  in prepaid license fees for the VRS NT 200 Product.
     Following the Execution Date, any balance of this prepayment not applied to
     license fees for installed copies of the VRS NT 200 Product will be applied
     on a first dollar basis to license fees payable hereunder for the VRS 300
     Product. This prepayment and its application will be accounted for
     separately from the accounting for the application of Committed Payments
     under Section 4.2. The balance of this prepayment remaining as of April 30,
     1998 is [ *Redacted pursuant to Confidentiality Treatment Request dated
     September 10, 1999.]  A detailed calculation of this remaining balance is
     set forth in Schedule IIA.

     5.  Amendment of Section 4.2.3. The last paragraph of Section 4.2.3 is
         ---------------------------
deleted.

     6.  Amendment of Section 5.1.1. A new sentence is added to Section 5.1.1,
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to read as follows:

     Materials provided under this Section will include materials for the
     upgrade of VRS NT 200 Products installed for existing users to the VRS 300
     Product. ISG will provide a CD-ROM for each copy of the VRS 300 Product to
     be installed (including upgrades from the VRS 200), or in the alternative
     will enable ACCESS to produce such CD-ROMS from an original

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     supplied by ISG.

     7.  Addition of Section 5.5. A New Section 5.5 is added to the Reseller
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Agreement, to read as follows:

          5.5 Notwithstanding anything else contained in this agreement, ISG
     shall have no responsibility for support of the VRS NT 200 Product after
     the Execution Date.

     8.  General. This Amendment No. 1 will become effective as of April 30,
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1998 when executed and delivered by both parties. This Amendment No. 1 may be
executed in counterparts, all of which taken together shall constitute one and
the same instrument.

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


ACCESS RADIOLOGY CORPORATION                 ISG TECHNOLOGIES, INC.


By:/s/ David Lang                       By: /s/ Peter Bak
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Name: David Lang                        Name: Peter Bak
Title: Vice President of                 Title: Vice President of
       Business Operations                      Product Development

                            Confidential Treatment

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