STOCK OPTION AGREEMENT

                                  Exhibit 10.2

                                   ICAD, INC.

                             STOCK OPTION AGREEMENT

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AGREEMENT, entered into ___________ 20__ (the "Date of Grant"), by and between

iCAD, Inc. (the "Company") and __________ ("Optionee").

WHEREAS, the Company has adopted the 2005 Stock Incentive Plan (the "Plan")

which authorizes the Board of Directors of the Company (the "Board") to select a

committee of disinterested persons (the "Committee"), which Committee may grant

options to certain board members, officers and key employees of the Company

under the Plan;

WHEREAS, the Company desires to give the Optionee an inducement to acquire a

proprietary interest in the Company and an added incentive to advance the

interests of the Company by granting to the Optionee an option to purchase

shares of common stock of the Company.

THEREFORE, in consideration of the promises set forth below, the parties agree

as follows:

1. GRANT OF OPTION

The Company hereby grants to the Optionee the right, privilege, and option (the

"Option") to purchase _____ shares (the "Option Shares") of the Company's common

stock (the "Common Stock" or "Stock"), according to the terms and subject to the

conditions set forth below and in the plan.

2. OPTION EXERCISE PRICE

The per share price to be paid by Optionee in the event of an exercise of the

Option shall be $____.

3. WHEN OPTIONS ARE EXERCISABLE

The Options become exercisable in the amounts and on the dates set forth on

Exhibit 1 hereto.

The right to exercise the Options shall be cumulative. However, in no event

shall this Option be exercisable after 5:00 p.m. (Nashua, New Hampshire USA

time) on the tenth anniversary of the Date of Grant. At that time this Option

Agreement expires and becomes void.

4. TERMINATION OF RELATIONSHIP

      4.1    Generally: Regardless of what Paragraph 3 says, if Optionee's

            relationship with the Company should be terminated other than by

            Death or Disability (as defined below), then Optionee only has

            ninety (90) days after the date of termination to exercise those

            Options which were exercisable on the date of termination. The

             exercise of an Option under this Paragraph 4.1 shall be deemed to

            have occurred one (1) day prior to the date of termination.

      4.2    Death or Disability: In the event of the Death or Disability of

            Optionee prior to the expiration of this Option, the following

            provisions shall apply:

            4.2.1 If Optionee, at the time of Death or Disability, is a member

                  of the Company's Board of Directors (as determined by the

                  Committee in its sole discretion) since the Date of Grant,

                  then the Option may be exercised; (i) by Optionee within one

                  (1) year following the date Disability commenced, but only to

                  the extent Optionee is entitled to exercise such Option on the

                  date his or her Disability commenced; or (ii) by Optionee's

                  estate, or by a person who acquired the right to exercise the

                  Option because of Optionee's will or the laws of descent or

                  distribution, within one (1) year from the date of Optionee's

                  Death, but only to the extent of which Optionee is entitled to

                  exercise the Option at the date of Death. For the purpose of

                   this Agreement, the term "Disability" shall have the meaning

                  given to it in section 22(e)(3) of the Code. Whether Optionee

                  suffers a Disability shall be determined by the Committee in

                  its sole discretion.

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            4.2.2 If Optionee dies within thirty (30) days after the date of

                  termination from the Board of Directors, the Option may be

                  exercised at any time within one (1) year following the date

                  of Death, by Optionee's estate or by a person who acquired the

                  right to exercise the Option because of Optionee's will or the

                  laws of descent or distribution, but only to the extent

                   Optionee is entitled to exercise the Option at the date of

                  termination.

      4.3    Cancellation of Options: By giving written notice to the Optionee,

            the Committee in its sole discretion may cancel this Option, in

             whole or in part, in either of the following circumstances: (i)

            where Optionee's employment has been terminated for cause; (ii)

            where Optionee enters into competition with the Company; or (iii)

            upon failure of Optionee to achieve performance related goals and

            objectives agreed in advance by Optionee and the Company.

5.