EXHIBIT 1 3,100,000 Shares of Common Stock eMed Technologies Corporation UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • October 8th, 1999 • Emed Technologies Corp • Wholesale-medical, dental & hospital equipment & supplies • New York
EXHIBIT 2 ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT (the "Agreement"), dated as of November 23, 1998, is by and between Raytheon E-Systems, Inc., a Delaware corporation ("Seller"), and ACCESS Radiology Corporation, a Delaware corporation...Acquisition Agreement • February 25th, 2000 • Emed Technologies Corp • Wholesale-medical, dental & hospital equipment & supplies
EXHIBIT 10.8 AMENDMENT TO SECURITIES PURCHASE AGREEMENT This is an amendment (this "Amendment"), dated as of May 7, 1999, to the Securities Purchase Agreement (the "Purchase Agreement") dated as of January 20, 1999 among ACCESS Radiology Corporation...Securities Purchase Agreement • February 25th, 2000 • Emed Technologies Corp • Wholesale-medical, dental & hospital equipment & supplies
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...Securities Purchase Agreement • August 18th, 1999 • Emed Technologies Corp • Delaware
AMENDMENT NO.1 TOInvestors Rights Agreement • February 25th, 2000 • Emed Technologies Corp • Wholesale-medical, dental & hospital equipment & supplies
EXHIBIT 10.14 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement (the "Agreement") is made and entered into as of the 30th day of April, 1999 between ACCESS Radiology Corporation (the "Employer"), a Delaware corporation, and Howard...Employment Agreement • August 18th, 1999 • Emed Technologies Corp • Massachusetts
Exhibit 10.31 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement (the "Agreement") is made and entered into as of the 17th day of January, 2000 between eMed Technologies Corporation ("Employer"), a Delaware corporation, and Caren...Employment Agreement • February 25th, 2000 • Emed Technologies Corp • Wholesale-medical, dental & hospital equipment & supplies • Massachusetts
EXHIBIT 10.26 ACCESS RADIOLOGY CORPORATION CONFIDENTIALITY AGREEMENTConfidentiality Agreement • September 10th, 1999 • Emed Technologies Corp • Wholesale-medical, dental & hospital equipment & supplies • Massachusetts
EXHIBIT 10.9 REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT is made as of July 28, 1998 by and among ACCESS RADIOLOGY CORPORATION, a Delaware corporation (the "Company"), and such holders of the...Registration Rights Agreement • February 25th, 2000 • Emed Technologies Corp • Wholesale-medical, dental & hospital equipment & supplies • Delaware
HARTWELL GROUP LLC COMMERCIAL LEASE Amendment 1Commercial Lease • August 18th, 1999 • Emed Technologies Corp
CONFIDENTIAL TREATMENT EXHIBIT 10.23 AMENDED AND RESTATED RESELLER AGREEMENT This Amended and Restated Reseller Agreement is made as of May 30, 1997, between ISG TECHNOLOGIES, INC., a corporation incorporated under the laws of the Province of Ontario,...Reseller Agreement • February 25th, 2000 • Emed Technologies Corp • Wholesale-medical, dental & hospital equipment & supplies • Massachusetts
EXHIBIT 10.7 ACCESS RADIOLOGY CORPORATION SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of January 20, 1999 by and between ACCESS RADIOLOGY CORPORATION, a Delaware corporation (the "Company"), and each...Securities Purchase Agreement • September 10th, 1999 • Emed Technologies Corp • Wholesale-medical, dental & hospital equipment & supplies • California
EXHIBIT 10.13 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement (the "Agreement") is made and entered into as of the 31st day of March, 1999 between ACCESS Radiology Corporation (the "Employer"), a Delaware corporation, and Scott S....Employment Agreement • February 25th, 2000 • Emed Technologies Corp • Wholesale-medical, dental & hospital equipment & supplies • Massachusetts
EXHIBIT 10.18 THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE THEREWITH. THE...Warrant Agreement • August 18th, 1999 • Emed Technologies Corp • Delaware
EXHIBIT 10.2 ACCESS RADIOLOGY CORPORATION SERIES J PREFERRED STOCK PURCHASE AGREEMENT SEPTEMBER 30, 1997 TABLE OF CONTENTSSeries J Preferred Stock Purchase Agreement • February 25th, 2000 • Emed Technologies Corp • Wholesale-medical, dental & hospital equipment & supplies • California
AMENDMENT TO OEM DEVELOPMENT SOFTWARE AGREEMENTOem Development Software Agreement • February 25th, 2000 • Emed Technologies Corp • Wholesale-medical, dental & hospital equipment & supplies
EXHIBIT 10.19 THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE THEREWITH.THE...Warrant Agreement • February 25th, 2000 • Emed Technologies Corp • Wholesale-medical, dental & hospital equipment & supplies • Delaware
CONFIDENTIAL TREATMENT EXHIBIT 10.22 SOFTWARE LICENSING AND DEVELOPMENT AGREEMENT This Software Licensing and Development Agreement is entered into as of May 30, 1997 (the "Effective Date") between AWARE, Inc. ("AWARE") and ACCESS Radiology...Software Licensing and Development Agreement • October 12th, 1999 • Emed Technologies Corp • Wholesale-medical, dental & hospital equipment & supplies • Massachusetts
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...Reseller Agreement • February 25th, 2000 • Emed Technologies Corp • Wholesale-medical, dental & hospital equipment & supplies
EXHIBIT 10.11 HARTWELL GROUP LLC COMMERCIAL LEASE ADDENDUM A. LESSEE OBLIGATIONS 1. LESSEE shall not change the color or appearance of the outside of the Leased Premises except upon the prior written consent of the LESSOR. However, LESSEE may install...Commercial Lease Addendum • February 25th, 2000 • Emed Technologies Corp • Wholesale-medical, dental & hospital equipment & supplies
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...Securities Purchase Agreement • February 25th, 2000 • Emed Technologies Corp • Wholesale-medical, dental & hospital equipment & supplies • Delaware
CONFIDENTIAL TREATMENT EXHIBIT 10.21 WEB SOFTWARE LICENSING AND DEVELOPMENT AGREEMENT This Web Software Licensing and Development Agreement is entered into as of September 10, 1999 (the "Effective Date") between AWARE, Inc. ("AWARE") and eMed...Web Software Licensing and Development Agreement • October 12th, 1999 • Emed Technologies Corp • Wholesale-medical, dental & hospital equipment & supplies • Massachusetts
EXHIBIT 10.16 DIRECTOR WORK PRODUCT AGREEMENT The undersigned, a member of the Board of Directors of ACCESS Radiology Corporation (the "Company") hereby agrees with the Company as follows: If, at any time that I am a member of the Company's Board of...Director Work Product Agreement • August 18th, 1999 • Emed Technologies Corp
The undersigned, a member of the Board of Directors of ACCESS Radiology Corporation (the "Company") hereby agrees with the Company as follows:
EXHIBIT 10.10 ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT (the "Agreement"), dated as of November 23, 1998, is by and between Raytheon E-Systems, Inc., a Delaware corporation ("Seller"), and ACCESS Radiology Corporation, a Delaware corporation...Acquisition Agreement • August 18th, 1999 • Emed Technologies Corp
EXHIBIT 10.11 HARTWELL GROUP LLC COMMERCIAL LEASE 1. PARTIES: Hartwell Group LLC, a Massachusetts limited liability company ------- located at 411 Waverley Oaks Rd., Waltham MA., LESSOR, which expression shall include its successors and assigns where...Commercial Lease • August 18th, 1999 • Emed Technologies Corp
EXHIBIT 10.20 (Form of Preferred Stock Purchase Warrant) THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE...Preferred Stock Purchase Warrant • August 18th, 1999 • Emed Technologies Corp • Delaware
Exhibit 10.30 [ISG Technologies logo appears here] October 13, 1999 Howard Pinsky Chief Technical Officer EMED Technologies 25 Hartwell Avenue Lexington, MA 02173 Dear Howard: RE: VALUE ADDED RESELLER AGREEMENT DATED MARCH 31, 1997 ISG Technolgies...Value Added Reseller Agreement • February 25th, 2000 • Emed Technologies Corp • Wholesale-medical, dental & hospital equipment & supplies
ISG Technolgies extends to EMED Technologies, formerly Access Radiology Corporation, the option of extending the Value Added Reseller Agreement, dated March 31, 1997 and amended by further agreements dated September 21, 1998 and December 31, 1998.
EXHIBIT 10.15 DIRECTOR INDEMNITY AGREEMENT AGREEMENT, dated as of _________________________, by and between ACCESS Radiology Corporation (collectively with any affiliated entity to which Indemnitee is named, appointed or elected a director, "ACCESS"...Director Indemnity Agreement • August 18th, 1999 • Emed Technologies Corp • Delaware
EXHIBIT 10.17 DIRECTOR CONFIDENTIALITY AGREEMENT In connection with my membership on the Board of Directors of ACCESS Radiology Corporation ("ACCESS" or the "Company"), I hereby agree with the Company as follows: 1. Confidential Information....Director Confidentiality Agreement • February 25th, 2000 • Emed Technologies Corp • Wholesale-medical, dental & hospital equipment & supplies • Massachusetts
