VITAL IMAGES INC
RESELLER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.27
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>RESELLER AGREEMENT
<TEXT>

<PAGE>

                                                              Execution Original

                               VITAL IMAGES, INC.
                                       AND
                      TOSHIBA AMERICA MEDICAL SYSTEMS, INC.

                               RESELLER AGREEMENT


THIS AGREEMENT is made as of September 11, 2000, effective July 1, 2000 by and
between Vital Images, Inc., a Minnesota corporation having its principal place
of business at 3300 Fernbrook Lane N., Suite 200, Plymouth, Minnesota 55447
("Vital Images") and Toshiba America Medical Systems, Inc. having its principal
place of business at 2441 Michelle Drive, Tustin, California 92781 ("Reseller").

                                    Recitals
                                    --------

         A.       Vital Images develops and licenses proprietary medical
                  visualization products (defined below as the "Products") and
                  desires to increase the marketing and distribution of the
                  Products.

         B.       Reseller possesses the necessary expertise and marketing
                  organization to promote, market, distribute and support the
                  Products.

         C.       Vital Images desires to appoint Reseller, and Reseller desires
                  appointment, as a nonexclusive reseller of the Products.

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


                             ARTICLE 1: DEFINITIONS
                             ----------------------

For purposes of this Agreement, the following words, terms and phrases shall
have the following meanings unless the context otherwise requires:

1.1      Confidential Information. "Confidential Information" shall mean all
         information designated by a party as confidential and which is
         disclosed by Vital Images to Reseller, is disclosed by Reseller to
         Vital Images, or is embodied in the Products, regardless of the form in
         which it is disclosed, relating to markets, customers, products,
         patents, inventions, procedures, methods, designs, strategies, plans,
         assets, liabilities, prices, costs, revenues, profits, organization,
         employees, agents, resellers or business in general, or, in the case of
         Vital Images, the algorithms, programs, user interfaces and
         organization of the Products.
<PAGE>

1.2      End User Agreement. "End User Agreement" shall mean the end user
         Software License Agreement for the Products, in the form attached
         hereto as Exhibit C, or such other form as Vital Images may from time
         to time provide to Reseller.

1.3      First Level Maintenance. "First Level Maintenance" shall mean
         electronic, telephone or in-person response by Reseller to customers in
         the Territory who have installed Products that are under Vital Images'
         standard warranty, standard software maintenance or standard hardware
         maintenance program. Such response shall attempt (i) to identify the
         nature and extent of the customer's problem, (ii) if appropriate, to
         obtain a copy of magnetic media, hard copy printout or electronic file
         forwarded over the Internet containing the problem or software bug to
         be forwarded promptly to Vital Images electronically or by facsimile,
         and (iii) to advise the customer in the application of any recommended
         solution or workaround to such problem or bug. Reseller will provide
         First Level Maintenance only during the period of the initial standard
         warranty or the period that the customer has an effective standard
         service maintenance agreement with Reseller. Furthermore, Vital Images
         agrees to provide Reseller with the pricing on its service contracts as
         set forth in Exhibit E.

1.4      Government Approval. "Government Approval" shall mean any approvals,
         licenses, registrations or authorizations of any federal, state or
         local regulatory agency, department, bureau or other government entity,
         foreign or domestic, necessary for use, marketing, sale or distribution
         of the Products in a regulatory jurisdiction, including without
         limitation the U.S. Food and Drug Administration ("FDA").

1.5      Products. "Products" shall mean only those computer products described
         in Exhibit A and any related user documentation as released from time
         to time by Vital Images, including any later authorized releases or
         versions of the Software (as defined below) or documentation during the
         term of this Agreement.

1.6      Second Level Maintenance. "Second Level Maintenance" shall mean
         electronic, telephone or in-person response by Vital Images to Reseller
         to deal with any problem, hardware breakdown or software bug that
         cannot be handled by Reseller alone under First Level Maintenance for
         customers in the Territory who have installed Products that are under
         Vital Images' standard warranty or standard software or hardware
         maintenance agreement.

1.7      Software. Software shall mean only those computer software products in
         object code form described in Exhibit A as released from time to time
         by Vital Images.

1.8      Territory.  "Territory" shall mean the area described in Exhibit B.

                                      -2-
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                             ARTICLE 2: APPOINTMENT
                             ----------------------

2.1      Scope. Vital Images hereby appoints Reseller, and Reseller hereby
         accepts such appointment, as Vital Images' nonexclusive reseller of the
         Products during the term of this Agreement in the Territory, subject to
         all the terms and conditions of this Agreement.

2.2      Dealer Associates. Upon Vital Images' prior written approval, Reseller
         may appoint one or more agents to market and distribute the Products
         within the Territory (collectively "Dealer Associates"), provided,
         however, Reseller shall remain fully liable for the performance of any
         Dealer Associate and Reseller hereby indemnifies and holds Vital Images
         harmless from all damages, losses, costs or expenses arising in any
         manner from any act or omission on the part of any Dealer Associate.
         Such indemnification will not apply if the Dealer Associates purchase
         the Products directly from Vital Images. Reseller shall furnish Vital
         Images with a copy of any such appointment agreement with any Dealer
         Associate.

2.3      Use of Terms. The terms "sale", "purchase", "distribution", "resale",
         "Reseller" and "Dealer" are used herein for convenience only and refer
         to the sale of the Products provided, that, with respect to the
         Software component of the Products, this shall only refer to the sale
         of software licenses pursuant to the terms of the End User Agreement.
         Reseller hereby acknowledges Vital Images retains all right, title and
         interest in and to the copyrights and other intellectual property
         rights in the Software. Reseller agrees to provide its customers with a
         copy of the End User Agreement.

                   ARTICLE 3: GENERAL OBLIGATIONS OF RESELLER
                   ------------------------------------------

3.1      Marketing. Reseller shall have the following obligations with respect
         to the distribution of the Products:

         (a)      To use its best efforts to further the promotion, marketing
                  and distribution of the Products in the Territory;

         (b)      To promptly respond to all inquiries or complaints from
                  customers, to provide all necessary and appropriate First
                  Level Maintenance of the Products and to cooperate with Vital
                  Images in the provision of Second Level Maintenance;

         (c)      To provide Vital Images with appropriate details of all
                  complaints and bugs found in the Products, whether such
                  complaints or bugs were discovered by Reseller or customers of
                  Reseller;

         (d)      To conduct its business in a professional manner, which will
                  reflect positively upon Vital Images and its Products;

         (e)      To provide Vital Images with customer registration information
                  as is reasonably requested by Vital Images;

                                      -3-
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         (f)      To abide by all applicable laws and regulations in the
                  Territory or the United States of America, including, if
                  applicable, the U.S. Export Administration Regulations and the
                  U.S. Foreign Corrupt Practices Act;

         (g)      To diligently investigate all leads with respect to potential
                  customers in the Territory who are referred to Reseller by
                  Vital Images;

         (h)      To maintain throughout the Territory an adequately trained and
                  staffed sales and technical support group for the marketing,
                  distribution, installation and support (as applicable) of the
                  Products;

         (i)      To provide appropriate sales and technical support staff for
                  training by Vital Images at any mutually agreeable location;
                  and

         (j)      To participate actively in sales or promotional programs
                  prepared by Vital Images; to participate in fairs and
                  exhibitions in the Territory in which Reseller's CT business
                  participates where such participation will promote the
                  Products; and to cooperate with Vital Images in the
                  presentation of the Products at tradeshows (including, without
                  limitation, having the Products displayed in Reseller's booth
                  at the RSNA tradeshow) and to develop and implement its own
                  internal programs for the promotion of the Products.

3.2      Reseller Demonstration License. Reseller acknowledges that Vital Images
         has provided to Reseller, at no expense to Reseller, one (1) software
         license for the Software solely for its own customer demonstration and
         promotional uses, subject to the provisions of the Demonstration
         License Agreement attached hereto as Exhibit D. In the event this
         Agreement is terminated, Reseller shall immediately return such
         software license to Vital Images. Vital Images agrees to provide
         Reseller, throughout the term of this Agreement, with the latest
         release of the Software.

3.3      Promotional Materials. Vital Images shall furnish Reseller with a
         reasonable quantity of Vital Images data sheets, brochures and other
         marketing materials for the Products in the English language for use by
         Reseller.

         (a)      If Reseller requires any extraordinary quantity of such
                  promotional materials, Reseller may purchase them from Vital
                  Images.

         (b)      In lieu of providing such promotional materials directly,
                  Vital Images, at its discretion, may provide Reseller with an
                  electronic media copy of same with a nonexclusive,
                  nontransferable right and license to use same, without
                  modification of any kind, for the local reproduction of such
                  materials solely for purposes of Reseller's performance under
                  this Agreement.

In no event shall Reseller distribute any promotional materials for or related
to the Products that have not been previously approved in writing by Vital
Images.

                                      -4-
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3.4      Reverse Engineering. Reseller shall not reverse engineer, decompile or
         disassemble the Software and shall not knowingly allow any other person
         to do so.

3.5      Competing Products. During the first year of the term of this
         Agreement, Reseller shall not market, distribute, promote or solicit
         the sale of any products in the United States which are directly or
         indirectly competitive with the Products without the prior written
         consent of Vital Images. Notwithstanding the foregoing, Reseller may
         sell no more than two (2) Product units annually which would be
         considered competitive with the Products without violating the terms of
         this Agreement.

3.6      Reseller Expenses. Reseller assumes full responsibility for all its own
         costs and expenses incurred in carrying out its obligations under this
         Agreement, including but not limited to all rents, salaries,
         commissions, advertising, demonstrations, travel and accommodations;
         provided, however, that Vital Images will provide to Reseller, at no
         charge, training for up to forty (40) of Reseller's sales and technical
         support staff, at Vital Images' facilities or at any other
         mutually-agreeable location, in the function, application,
         installation, and First Level Maintenance of the Products and in the
         provision of assistance to Vital Images in Second Level Maintenance,
         provided, however, that Reseller shall pay the salaries and all
         transportation and living expenses of its staff.

                         ARTICLE 4: ORDERS FOR PRODUCTS
                         ------------------------------

4.1      Purchase Orders. Reseller shall use its best efforts to submit purchase
         orders for the Products to Vital Images in writing (preferably by
         facsimile) at least thirty (30) days prior to the requested delivery
         date, which orders shall include the following information:

         (a)      Customer identification information, including, but not
                  limited to name, address, telephone and facsimile numbers;

         (b)      An identification of the Products ordered (with release
                  number);

         (c)      Quantity of Products;

         (d)      Hardware platform and relevant hardware specifications,
                  including the model number, serial number and operating system
                  and version thereof (as applicable);

         (e)      Requested delivery dates;

         (f)      Shipping instructions and shipping address; and

         (g)      If applicable, any relevant export control information or
                  documentation to enable Reseller and Vital Images to comply
                  with applicable U.S. export control laws.

                                      -5-
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4.2      Acceptance of Orders. All purchase orders from Reseller are subject to
         acceptance in writing by Vital Images, which acceptance shall be
         delivered by reply facsimile.

4.3      Delivery Terms. All deliveries of the Products shall be from Vital
         Images' facilities unless otherwise agreed in writing between the
         parties. Reseller shall pay for shipping as part of the purchase price
         for the Products. All risk of damage to or loss or delay of the
         Products shall pass to Reseller upon their delivery to (i) a common
         carrier, or (ii) an agent or any other person specified by Reseller
         acting on behalf of Reseller.

4.4      Modification of Orders. No accepted purchase order may be modified or
         canceled later than 30 days before the scheduled delivery date, except
         upon the written agreement of both parties, provided Vital Images may,
         at no additional cost to Reseller, ship its latest authorized version
         or release of a Product in response to any accepted purchase order.
         Reseller's purchase orders or mutually-agreed change orders shall be
         subject to all provisions of this Agreement, whether or not the
         purchase order or change order so states, and any terms or conditions
         of such purchase order or change order which conflict with the terms or
         conditions of this Agreement shall be deemed excluded and of no legal
         effect as between the parties.

4.5      Purchase Commitment. Vital Images shall ship to Reseller during the
         Term of this Agreement such Products as are identified in the purchase
         orders submitted by Reseller. Notwithstanding the foregoing, in the
         event Vital Images has not received purchase orders containing such
         minimum amount of Vitrea2(R) Systems units (or multi-application or
         multi-modality software similar to Vitrea(R)) as is specified in
         Exhibit F attached hereto and incorporated herein (the "Commitment")
         within fifteen (15) days prior to the end of the applicable calendar
         quarter, Vital Images shall ship to Reseller within three (3) days
         prior to the end of such calendar quarter an amount of units of the
         Vitrea2(R) System, as such System is described in Exhibit E, necessary
         for Reseller to meet the requirements of the Commitment and Reseller
         shall pay for such Products pursuant to the payment terms specified in
         Article 6. The Commitment may be adjusted for the period beginning
         after July 1, 2001 as mutually agreed to by Vital Images and Reseller.
         If the parties do not agree to any such adjustment, the Commitment and
         this Agreement shall continue unmodified through the end of the Term,
         unless sooner terminated pursuant to the provisions of Article 14
         hereof.

         Quarterly Product purchases above the minimums set forth in the
         Commitment may be applied only to satisfy the next quarterly purchase
         commitment; provided, however, that aggregate purchases for Year 1,
         Year 2 and Year 3 as specified and defined in Exhibit F shall not be
         applied against the following year's purchase commitment, and purchases
         during the fourth (4th) quarter of one year may not be applied against
         the first (1st) quarter of the following year's commitment.

         In the event Vital Images sells a Product directly to a customer and
         not through Reseller, Reseller shall receive credit for such sale in
         the event Reseller introduced the Product to

                                      -6-
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         such customer during the marketing of Reseller's products to such
         customer. Reseller shall receive credit for introducing the Product to
         a customer upon proof that:

         (a)      Vital Images and Reseller made a joint visit to the customer
                  to demonstrate the Product;

         (b)      A quote was provided to the customer including components of
                  the Product and Reseller's products; and

         (c)      Such customer has not been previously called upon by Vital
                  Images within 60 days prior to Reseller's quote.

4.6      Product Changes. Vital Images may do any of the following upon
         reasonable notice to Reseller:

         (a)      Alter the specifications for any Product or any new release
                  thereof;

         (b)      Discontinue the production of any Product;

         (c)      Discontinue the development of any new release of a Product,
                  whether or not such new release has been announced publicly;
                  or

         (d)      Commence the development and distribution of new software
                  products having features, which may make any Product wholly or
                  partially obsolete, whether or not Reseller is granted any
                  distribution rights in respect of such new products.

         Reseller's minimum purchase commitments will end in the event Vital
         Images discontinues the production of Vitrea(R).

4.7      Installation of Products and Customer Training. Unless otherwise
         specified in a particular purchase order, all deliveries of the
         Products shall be made directly to the customer, and Vital Images shall
         then have the sole responsibility for the installation and integration
         of such Products into a customer's computer system in the Territory in
         accordance with the standards and specifications established by Vital
         Images from time to time. Reseller shall have the option after March
         31, 2001 to provide installation services, in which case the parties
         shall work toward a mutual agreement as to the transition of
         installation services to Reseller. Vital Images shall additionally
         provide two (2) two-day applications training sessions for each Product
         sold, as further described on Exhibit E attached hereto.

                         ARTICLE 5: MAINTENANCE SERVICES
                         -------------------------------

5.1      Maintenance Program. Each Product includes one (1) year of software and
         hardware maintenance services, as applicable.

                                      -7-
<PAGE>

5.2      First Level Maintenance Service. To the best of its technical ability,
         and based upon its prior experience and its training by Vital Images,
         Reseller shall use its best efforts to provide First Level Maintenance
         to customers in the Territory.

5.3      Second Level Maintenance Service. To the best of its technical ability
         and based upon its prior experience and its training by Vital Images,
         Reseller shall use its best efforts to assist Vital Images in providing
         Second Level Maintenance to customers in the Territory.

5.4      Customer Contact. Reseller shall have the primary responsibility for
         direct contact with customers in the Territory in regard to the
         function, application, installation or maintenance of the Products
         under First Level Maintenance and Second Level Maintenance.

                         ARTICLE 6: PRICES AND PAYMENTS
                         ------------------------------

6.1      Prices. Reseller shall pay Vital Images in accordance with the prices
         for the Products and maintenance services as specified in the Product
         Price List, Exhibit E hereto, except as provided in Section 6.2 below.
         Any special packing or handling shall be at the sole expense of
         Reseller.

6.2      Price Increases or Decreases. The prices for the Products set forth on
         Exhibit E shall be effective through the Term. Vital Images and
         Reseller may mutually agree to modify the prices for the Products in
         the event Reseller's purchase commitment is modified pursuant to
         Section 4.5 hereof.

6.3      Payment Terms. For each order of the Products or maintenance support
         services, Reseller shall pay in accordance with the Product Price List
         attached as Exhibit E in U.S. Dollars within thirty (30) days of
         shipment of same.

6.4      Overdue Payments. If and for so long as any payment from Reseller to
         Vital Images under this Agreement shall be overdue:

         (a)      Interest at twelve percent (12%) per annum or the highest rate
                  permitted under applicable law, whichever is lower, shall
                  automatically become due on all balances outstanding; and

         (b)      Vital Images reserves the right to withhold or suspend
                  shipment of Products to Reseller and/or its customers if there
                  is an unsettled outstanding balance owed by Reseller to Vital
                  Images.

            ARTICLE 7: APPROVALS; ADVERSE REACTIONS; PRODUCT RECALLS
            --------------------------------------------------------

7.1      Government Approval. Vital Images shall diligently prepare and file all
         applications required to obtain all necessary Government Approval for
         each country included in the Territory as Vital Images deems necessary.
         Vital Images shall keep Reseller apprised of

                                      -8-
<PAGE>

         its progress with respect to any such applications. Reseller shall
         furnish Vital Images with such assistance and cooperation as may be
         reasonably requested in connection with the securing of such Government
         Approval.

7.2      Compliance. Vital Images shall comply with all applicable regulatory
         requirements, and Reseller shall provide to Vital Images all
         information within Reseller's possession necessary for Vital Images to
         comply with its medical device reporting requirements to the FDA or any
         other comparable regulatory body elsewhere in the world. Vital Images
         shall comply with all health registration laws, regulations and orders
         of any government entity within the Territory and Vital Images and
         Reseller shall each comply, with respect to their activities, with all
         other governmental requirements relating to the promotion, marketing
         and sale of the Products in each country in the Territory. Reseller
         shall submit all advertising claims to Vital Images for written
         approval prior to their first use by any party, such consent not to be
         unreasonably withheld.

7.3      Corrective Action.

         (a)      Notice of Corrective Action. If Vital Images believes that a
                  corrective action with respect to the Products in distribution
                  is desirable or required by law, or if any governmental agency
                  having jurisdiction (including, without limitation, the FDA)
                  shall request or order any corrective action with respect to
                  the Products in distribution, including any recall or customer
                  notification, Vital Images shall promptly notify Reseller.
                  Modified Products, if necessitated by recall or customer
                  notification, will be provided by Vital Images at no expense
                  to Reseller and/or dealer associates for customer
                  installation. Reseller shall maintain complete and accurate
                  records, for such periods as may be required by applicable
                  law, of all Products sold by it and any of its Dealer
                  Associates. The parties shall cooperate fully with each other
                  in effecting any corrective action with respect to the
                  Products pursuant to this Article 7.3, including communication
                  with any customers and Reseller and its Dealer Associates
                  shall comply with all reasonable directions of Vital Images'
                  regarding such corrective action. This Article 7.3 shall not
                  limit the obligations of either party under law regarding any
                  corrective action with respect to Products required by law or
                  properly mandated by governmental authority.

         (b)      Refund. If any Products are required to be returned to Vital
                  Images pursuant to this Article 7.3 and no replacement is
                  provided therefor by Vital Images, Vital Images shall refund
                  to Reseller's customers any unearned license fees paid to
                  Reseller (the amount of the license fee each such customer
                  paid for the products, less a reasonable value for use
                  determined by prorating the license fee paid on a thirty-six
                  (36) month straight line amortization method), and the cost of
                  any applicable computer hardware. Vital Images shall indemnify
                  Reseller from any actions made by Reseller's customers
                  claiming reimbursement of license fees, whether or not in
                  excess of the amount specified in this paragraph.

                                      -9-
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           ARTICLE 8: WARRANTIES AND REPRESENTATIONS; INDEMNIFICATION
           ----------------------------------------------------------

8.1      Product Warranties to Customers. Vital Images hereby authorizes
         Reseller to pass through to its customers Vital Images' standard
         software warranties as set forth in the End User Agreement. In
         addition, Vital Images hereby authorizes Reseller to pass through to
         its customers the standard hardware warranties provided by each of the
         manufacturers of the hardware. As part of its First Level Maintenance
         obligations, Reseller shall promptly inform Vital Images of any claims
         made by customers in the Territory under such software and hardware
         warranties. All such warranty claims shall be made promptly and shall
         state the nature and details of the claim, the date the cause of the
         claim was first observed and the serial number of the Products
         concerned, if any. Further, all such warranty claims must be received
         by Vital Images no later than fifteen (15) days after the expiration of
         the warranty period for such customer as provided in the applicable End
         User Agreement with respect to the Software and in the applicable
         manufacturer warranty with respect to the hardware.

8.2      Excluded Claims. Vital Images shall have no obligation to Reseller or
         Reseller's customers under Article 8.1 above if:

         (a)      The Products have not been properly installed (if Reseller
                  installed the Product), used or maintained in accordance with
                  Vital Images' then-applicable operating manuals or maintenance
                  program, whether by Reseller, its customers or any other third
                  party;

         (b)      The Products have been modified in any manner or are used or
                  combined with other computer software programs, hardware or
                  data not supplied by Vital Images and without the prior
                  written consent of Vital Images; or

         (c)      The Products have been distributed to a customer with any
                  warranties or representations, oral or written, made by
                  Reseller or any third party beyond those expressly set forth
                  in the End User Agreement or applicable manufacturer's
                  warranty. This limitation of Vital Images' warranty
                  obligations extends only to the additional warranties.

8.3      Warranty to Reseller. Vital Images hereby represents and warrants to
         Reseller:

         (a)      Vital Images owns or has the lawful right from others to grant
                  the rights to market and distribute the Products as set forth
                  in this Agreement;

         (b)      Vital Images has no knowledge of any infringement by the
                  Products of any third party intellectual property rights, such
                  as patents, copyrights, trade secrets or trademarks; and

         (c)      Vital Images has taken all appropriate corporate action to
                  authorize execution and performance of this Agreement.

                                      -10-
<PAGE>

8.4      Limited Warranty. THE WARRANTIES SET FORTH IN ARTICLE 8.3 ABOVE AND IN
         THE END USER AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
         IMPLIED, WHICH ARE HEREBY DISCLAIMED AND EXCLUDED BY VITAL IMAGES,
         INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS
         FOR A PARTICULAR PURPOSE.

8.5      Indemnification of Reseller. Vital Images hereby agrees to indemnify,
         defend and hold Reseller harmless from any third party suit, claim or
         other legal action ("Legal Action") that alleges the Software infringes
         any United States patent, copyright, or trade secret, including any
         reasonable costs or legal fees thereby incurred by Reseller. Reseller
         shall be given written notice of any Legal Action within thirty (30)
         days of Reseller's first knowledge thereof; provided, that, the failure
         of Reseller to notify Vital Images of any such matter within the thirty
         (30) day period shall not release Vital Images, in whole or in part,
         from its obligations under this Section 8.5, except to the extent
         Reseller's failure to so notify Vital Images materially prejudices
         Vital Images' ability to defend against such suit, claim or other legal
         action. Vital Images shall have sole and exclusive control of the
         defense of any Legal Action, including the choice and direction of any
         legal counsel. Reseller may not settle or compromise any Legal Action
         without the written consent of Vital Images. If the Software is found
         to infringe any such third party intellectual property right in such a
         Legal Action, at Vital Images' sole discretion and expense, Vital
         Images shall (i) obtain a license from such third party for the benefit
         of Reseller and its customers; (ii) replace or modify the Software so
         that it is no longer infringing; or (iii) if neither of the foregoing
         is commercially feasible, terminate this Agreement and refund to
         Reseller all amounts previously paid by Reseller for the Software and
         the Products, if applicable law requires such refund.

8.6      Indemnification of Vital Images. Reseller hereby agrees to indemnify,
         defend and hold Vital Images harmless from any and all claims, demands,
         losses and liabilities, including any reasonable costs or legal fees
         thereby incurred by Vital Images, resulting from Reseller's acts or
         omissions, including, without limitation, misrepresentations regarding
         the Products, any violation of applicable laws or regulations relating
         to the marketing and distribution of the Products, any breach of any
         covenant or term in this Agreement, and any failure by Reseller to
         provide the required support to end users or to properly install the
         Products, as applicable.

                        ARTICLE 9: LIMITATION OF REMEDIES
                        ---------------------------------

9.1      Sole Remedies. THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY AND
         ALL WARRANTIES SHALL BE LIMITED TO THE REMEDIES PROVIDED IN THE END
         USER AGREEMENT.

9.2      Consequential Damages. VITAL IMAGES AND RESELLER SHALL HAVE NO
         LIABILITY OF ANY KIND FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
         CONSEQUENTIAL LOSS OR DAMAGE, EVEN IF VITAL IMAGES OR RESELLER

                                      -11-
<PAGE>

         OR ANY OTHER PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
         POTENTIAL LOSS OR DAMAGE BY RESELLER OR ANY THIRD PARTY. IN NO EVENT
         SHALL VITAL IMAGES BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AGGREGATE
         AMOUNTS ACTUALLY PAID BY RESELLER TO VITAL IMAGES UNDER THIS AGREEMENT,
         EXCEPT FOR ACTIONS FOR INTELLECTUAL PROPERTY INFRINGEMENT, PERSONAL
         INJURY, PROPERTY DAMAGE, ACTIONS ARISING UNDER FDA REGULATIONS, OR AS
         OTHERWISE PROVIDED UNDER THIS AGREEMENT OR BY LAW.

                           ARTICLE 10: CONFIDENTIALITY
                           ---------------------------

10.1     Confidential Information; Term. All Confidential Information shall be
         deemed confidential and proprietary to the party disclosing such
         information hereunder. Each party may use the Confidential Information
         of the other party during the term of this Agreement only as permitted
         or required for the receiving party's performance hereunder. The
         receiving party shall not disclose or provide any Confidential
         Information to any third party and shall take reasonable measures to
         prevent any unauthorized disclosure by its employees, agents,
         contractors or consultants during the term hereof including appropriate
         individual nondisclosure agreements. The foregoing duty shall apply to
         any Confidential Information for a period of five (5) years from the
         date of its disclosure.

10.2     Exclusions. The following shall not be considered Confidential
         Information for purposes of this Article 10:

         (a)      Information which is or becomes in the public domain through
                  no fault or act of the receiving party;

         (b)      Information which was independently developed by the receiving
                  party without the use of or reliance on the disclosing party's
                  Confidential Information;

         (c)      Information which was provided to the receiving party by a
                  third party under no duty of confidentiality to the disclosing
                  party; or

         (d)      Information which is required to be disclosed by law,
                  provided, however, prompt prior notice thereof shall be given
                  to the party whose Confidential Information is involved.

                             ARTICLE 11: TRADEMARKS
                             ----------------------

11.1     Use of Trademarks. Vital Images hereby grants to Reseller, and Reseller
         hereby accepts from Vital Images, a nonexclusive, nontransferable and
         royalty-free license to use the Vital Images trademarks specified in
         the List of Trademarks, Exhibit G hereto, as such list may be modified
         from time to time, solely in connection with the distribution,
         promotion, advertising and maintenance of the Products. Reseller shall
         not use any other

                                      -12-
<PAGE>

         marks or trade names in connection with the marketing and distribution
         of the Products. All such Vital Images trademarks shall be used by
         Reseller in accordance with Vital Images' standards, specifications and
         instructions, but in no event beyond the term of this Agreement. Vital
         Images may inspect and monitor the activities of Reseller to ensure
         that such use of the Vital Images trademarks is in accordance with such
         standards, specifications and instructions. Reseller is not granted any
         right, title or interest in such trademarks other than the foregoing
         limited license, and Reseller shall not use any Vital Image trademarks
         as part of Reseller's corporate or trade name or permit any third party
         to do so.

11.2     Registration. Vital Images shall use its best efforts to register the
         Vital Images trademarks specified in the List of Trademarks, Exhibit G
         hereto, as such list may be modified during the term of this Agreement,
         within the Territory when and if Vital Images determines, in its sole
         discretion, that registration is necessary or useful to the successful
         distribution of the Products. Vital Images shall be the sole party to
         initiate any such registration and shall bear all the expenses thereof.

11.3     Markings. Resellers shall not remove or alter any Vital Images trade
         names, trademarks, copyright notices, serial numbers, labels, tags or
         other identifying marks, symbols or legends affixed to any Products,
         documentation, containers or packages.

11.4     Infringement. Reseller shall promptly notify Vital Images in writing of
         any unauthorized use of Vital Images' trademarks or similar marks which
         may constitute an infringement or passing off of Vital Images'
         trademarks. Vital Images reserves the right in its sole discretion to
         institute any proceedings against such third party infringers, and
         Reseller shall refrain from doing so. Reseller shall cooperate fully
         with Vital Images in any legal action taken by Vital Images against
         such third parties, provided that Vital Images shall pay all expenses
         of such action. All damages, which may be awarded or agreed upon in
         settlement of any legal action, shall accrue to Vital Images.

11.5     Termination of Use. Reseller shall not adopt, use or register any
         words, phrases or symbols which are identical to or confusingly similar
         to any of Vital Images' trademarks. Upon termination of this Agreement,
         Reseller shall immediately cease any use of the Vital Images trademarks
         in any manner. In addition, Reseller hereby empowers Vital Images and
         shall assist Vital Images, if requested, to cancel, revoke or withdraw
         any governmental registration or authorization permitting Reseller to
         use Vital Images trademarks in the Territory.

                          ARTICLE 12: TAXES AND DUTIES
                          ----------------------------

12.1     Taxes in the Territory. Reseller shall be solely responsible for and
         shall pay all taxes, duties, import deposits, assessments and other
         governmental charges, however designated, which are now or hereafter
         imposed by any governmental authority or agency that are based on (a)
         the payment of any amount by Reseller to Vital Images pursuant to

                                      -13-
<PAGE>

         this Agreement for the Products or the use thereof, or (b) the import
         of the Products into the Territory if such transaction is international
         in nature.

12.2     Net Payments. All payments to be made by Reseller to Vital Images
         pursuant to this Agreement represent net amounts Vital Images is
         entitled to receive and shall not be subject to any deductions for any
         reason whatsoever except as allowed in this Agreement or by law. In the
         event any of said charges become subject to taxes, duties, import
         deposits, assessments or other governmental charges, however
         designated, said payments from Reseller shall be increased to such an
         extent as to allow Vital Images to receive the net amounts due under
         this Agreement.

                    ARTICLE 13: IMPORT AND EXPORT OF PRODUCTS
                    -----------------------------------------

13.1     Import Documentation. If applicable, Reseller shall be responsible for
         obtaining all licenses and permits required to import the Products into
         the Territory in accordance with applicable laws or regulations in the
         Territory.

13.2     Export Regulations. If applicable, Reseller shall supply Vital Images
         on a timely basis with all necessary information and documentation
         requested by Vital Images for export of the Products in accordance with
         U.S. export control laws or regulations. If applicable, Reseller hereby
         assures Vital Images that:

         (a)      Reseller shall not re-export, directly or indirectly, the
                  Products or the direct product of any Products to any
                  destination forbidden under the then-applicable U.S. Export
                  Administration Regulations;

         (b)      Reseller's commitment in paragraph (a) above shall apply in
                  all cases unless the U.S. Export Administration Regulations
                  expressly permit such re-export or the U.S. Commerce
                  Department's Office of Export Licensing has granted such
                  authorization in writing; and

         (c)      Reseller's commitment in paragraph (a) above shall survive
                  termination of this Agreement.

                        ARTICLE 14: TERM AND TERMINATION
                        --------------------------------

14.1     Term. This Agreement shall take effect as of the date on page 1 above
         and shall have an initial term through March 31, 2002 (the "Term"). At
         the end of the Term, this Agreement shall automatically terminate
         unless prior to the date of termination, this Agreement is renewed or
         the term extended pursuant to the mutual written agreement of Reseller
         and Vital Images.

14.2     Termination by Either Party. Notwithstanding the provisions of Article
         14.1 above, this Agreement may be terminated earlier by either party
         upon written notice to the other party:

                                      -14-
<PAGE>

         (a)      If the other party files a petition of any type as to its
                  bankruptcy, is declared bankrupt, becomes insolvent, makes an
                  assignment for the benefit of creditors, goes into liquidation
                  or receivership or otherwise loses legal control of its
                  business voluntarily;

         (b)      If the other party is in material breach of this Agreement and
                  has failed to cure such breach within thirty (30) days of
                  receipt of written notice thereof from the first party;

         (c)      If an event of Force Majeure continues for more than six (6)
                  months; or

         (d)      If Vital Images so elects due to a Legal Action, as specified
                  in Article 8.5 above.

14.3     Termination by Vital Images. Notwithstanding the provisions of Article
         14.1 above, this Agreement may be terminated earlier by Vital Images or
         Reseller upon written notice to the other party if a competitor of
         Vital Images or Reseller, as the case may be, acquires control of
         Reseller or Vital Images, or substantially all of Reseller's or Vital
         Images' assets.

14.4     Rights and Obligations on Termination. In the event of termination of
         this Agreement for any reason, the parties shall have the following
         rights and obligations:

         (a)      Neither party shall be released from the obligation to make
                  payment of all amounts then or thereafter due and payable;

         (b)      The rights of any customer of Reseller who holds a valid and
                  binding End User Agreement for the Products prior to the
                  effective date of such termination shall not be affected;

         (c)      Reseller's indemnification obligation under Article 2.2, and
                  the parties' obligations under Articles 7, 8, 9, 10, 12, 13,
                  16 and 17 shall survive any termination of this Agreement; and

         (d)      Unless the parties otherwise agree in writing, Reseller shall
                  return all copies of the Products and any other items of
                  Confidential Information to Vital Images and, if applicable,
                  shall erase all copies of the Products from its computer
                  systems and shall certify in writing to Vital Images that it
                  has done so.

14.5     No Compensation. In the event of any termination of this Agreement
         under Articles 14.1, 14.2 or 14.3, subject to Article 14.4(a), neither
         party shall owe any compensation to the other party for lost profits,
         lost opportunities, goodwill or any other loss or damage as a result of
         or arising from such termination.

                                      -15-
<PAGE>

                            ARTICLE 15: FORCE MAJEURE
                            -------------------------

15.1     Definition. "Force Majeure" shall mean any event or condition beyond
         the reasonable control of either party which prevents, in whole or in
         material part, the performance by one of the parties of its obligations
         hereunder or which renders the performance of such obligations so
         difficult or costly as to make such performance commercially
         unreasonable. Without limiting the foregoing, the following shall
         constitute events or conditions of Force Majeure: acts of State or
         governmental action, riots, disturbance, war, strikes, lockouts,
         prolonged shortage of energy or other supplies, epidemics, fire, flood,
         hurricane, typhoon, earthquake, lightning and explosion, or any refusal
         or failure of any governmental authority to grant any export license
         legally required.

15.2     Notice. Upon written notice to the other party, a party affected by an
         event of Force Majeure shall be suspended without any liability on its
         part from the performance of its obligations under this Agreement,
         except for the obligation to pay any amounts due and owing hereunder.
         Such notice shall include a description of the nature of the event of
         Force Majeure, and its cause and possible consequences. The party
         claiming Force Majeure shall also promptly notify the other party of
         the termination of such event.

15.3     Suspension of Performance. During the period that the performance by
         one of the parties of its obligations under this Agreement has been
         suspended by reason of an event of Force Majeure, the other party may
         likewise suspend the performance of all or part of its obligations
         hereunder to the extent that such suspension is commercially
         reasonable.

                             ARTICLE 16: ARBITRATION
                             -----------------------

16.1     Dispute Resolution. Except as provided in Article 16.2 below, Vital
         Images and Reseller shall each use its best efforts to resolve any
         dispute between them promptly and amicably and without resort to any
         legal process if feasible within thirty (30) days of receipt of a
         written notice by one party to the other party of the existence of such
         dispute. Except as provided in Article 16.2 below, no further action
         may be taken under this Article 16 unless and until executive officers
         of Vital Images and Reseller have met in good faith to discuss and
         settle such dispute. The foregoing requirement in this Article 16.1
         shall be without prejudice to either party's right, if applicable, to
         terminate this Agreement under Article 14.2 above.

16.2     Litigation Rights Reserved. If any dispute arises with regard to the
         unauthorized use or infringement of Confidential Information by
         Reseller, Vital Images may seek any available remedy at law or in
         equity from a court of competent jurisdiction.

16.3     Procedure for Arbitration. Except as provided in Article 16.2 above,
         any dispute, claim or controversy arising out of or in connection with
         this Agreement which has not been settled through negotiation within a
         period of thirty (30) days after the date on which either party shall
         first have notified the other party in writing of the existence of a
         dispute shall be settled by final and binding arbitration under the
         then-applicable Commercial

                                      -16-
<PAGE>

         Arbitration Rules or, if Reseller's principal place of business is
         outside the United States, the International Arbitration Rules of the
         American Arbitration Association ("AAA"). Any such arbitration shall be
         conducted by three (3) arbitrators appointed by mutual agreement of the
         parties or, failing such agreement, in accordance with said Rules. At
         least one (1) arbitrator shall be an experienced computer software
         professional, and at least one (1) arbitrator shall be an experienced
         business attorney with a background in the licensing and distribution
         of computer software. Any such arbitration initiated by Vital Images
         shall be conducted in Orange County, California, U.S.A., and any such
         arbitration initiated by Reseller shall be conducted in Minneapolis,
         Minnesota, U.S.A., any such arbitration to be conducted in the English
         language. An arbitral award may be enforced in any court of competent
         jurisdiction. Notwithstanding any contrary provision in the AAA Rules,
         the following additional procedures and rules shall apply to any such
         arbitration:

         (a)      Each party shall have the right to request from the
                  arbitrators, and the arbitrators shall order upon good cause
                  shown, reasonable and limited pre-hearing discovery, including
                  (i) exchange of witness lists, (ii) depositions under oath of
                  named witnesses at a mutually convenient location, (iii)
                  written interrogatories and (iv) document requests.

         (b)      Upon conclusion of the pre-hearing discovery, the arbitrators
                  shall promptly hold a hearing upon the evidence to be adduced
                  by the parties and shall promptly render a written opinion and
                  award.

         (c)      The arbitrators may not award or assess punitive damages
                  against either party.

         (d)      Each party shall bear its own costs and expenses of the
                  arbitration and one-half (1/2) of the fees and costs of the
                  arbitrators, subject to the power of the arbitrators, in their
                  sole discretion, to award all such reasonable costs, expenses
                  and fees to the prevailing party.

                            ARTICLE 17: MISCELLANEOUS
                            -------------------------

17.1     Relationship. This Agreement does make either party the employee, agent
         or legal representative of the other for any purposes whatsoever.
         Neither party is granted any right or authority to assume or to create
         any obligation or responsibility, express or implied, on behalf of or
         in the name of the other party. Each party is acting as an independent
         contractor. The parties agree that this Agreement shall not constitute
         a franchise under Minnesota law or any other applicable federal or
         state laws. If the parties relationship is deemed to be a franchise by
         a court of law or other judicial body, the parties hereto expressly
         agree to waive all rights and remedies which either of them may have
         due to any status as a franchisor or franchisee or pursuant to the
         application of any franchise laws, rules or regulations.

                                      -17-
<PAGE>

17.2     Assignment. Reseller shall not assign or otherwise transfer its rights
         and obligations under this Agreement except with the prior written
         consent of Vital Images, which consent will not be unreasonably
         withheld. This Agreement shall be binding upon, inure to the benefit of
         and be assignable by Vital Images to the successors and assigns of the
         business interest of Vital Images including, without limitation, any
         successor to or assignees of the assets or stock of Vital Images as a
         result of any sale, merger or any other corporate reorganization or
         transaction. Notwithstanding the foregoing, Vital Images shall not
         assign this Agreement to any of Reseller's direct CT competitors,
         including Marconi Medical Systems, GE Medical Systems and Siemens
         Medical Systems, except with the prior written consent of Reseller. Any
         prohibited assignment shall be null and void.

17.3     Notices. Notices permitted or required to be given hereunder shall be
         deemed sufficient if given by registered or certified mail, postage
         prepaid, return receipt requested, by private courier service, or by
         facsimile addressed to the respective addresses of the parties as first
         written above or at such other addresses as the respective parties may
         designate by like notice from time to time. Notices so given shall be
         effective upon (i) receipt by the party to which notice is given, or
         (ii) on the fifth (5th) day following domestic mailing or the tenth
         (10th) day following international mailing, as may be the case,
         whichever occurs first.

17.4     Entire Agreement. This Agreement, including the Exhibits hereto which
         are incorporated herein, constitutes the entire agreement of the
         parties with respect to the subject matter hereof and supersedes all
         proposals, oral or written, and all negotiations, conversations,
         discussions, and previous distribution or value added reseller
         agreements heretofore between the parties. Reseller and Vital Images
         hereby acknowledge that they have not been induced to enter into this
         Agreement by any representations or statements, oral or written, not
         expressly contained herein.

17.5     Amendment. This Agreement may not be modified, amended, rescinded,
         canceled or waived, in whole or in part, except by written amendment
         signed by both parties hereto.

17.6     Publicity. This Agreement is confidential, and no party shall issue
         press releases or engage in other types of publicity of any nature
         dealing with the commercial or legal details of this Agreement without
         the other party's prior written approval, which approval shall not be
         unreasonably withheld. However, approval of such disclosure shall be
         deemed to be given to the extent such disclosure is required to comply
         with governmental rules, regulations or other governmental
         requirements. In such event, the publishing party shall furnish a copy
         of such disclosure to the other party.

17.7     Governing Law. This Agreement shall be governed by and interpreted
         under the laws of the state within which the action is filed as
         specified in Section 16.3 above, excluding its choice of law rules.

                                      -18-
<PAGE>

17.8     Severability. If any provision of this Agreement is found unenforceable
         under any of the laws or regulations applicable thereto, such provision
         terms shall be deemed stricken from this Agreement, but such invalidity
         or unenforceability shall not invalidate any of the other provisions of
         this Agreement.

17.9     Counterparts. This Agreement may be executed in two or more
         counterparts in the English language and each such counterpart shall be
         deemed an original hereof. In case of any conflict between the English
         version and any translated version of this Agreement, the English
         version shall govern.

17.10    Waiver. No failure by either party to take any action or assert any
         right hereunder shall be deemed to be a waiver of such right in the
         event of the continuation or repetition of the circumstances giving
         rise to such right.

17.11    Delays in Delivery. The delivery date for each order placed by Reseller
         will be indicated on Reseller's purchase order. If Vital Images fails
         to deliver the Products within sixty (60) days of the deadline(s)
         indicated in such purchase orders, Reseller shall have the right to
         cancel such order and, notwithstanding the provisions of Section 3.5 of
         this Agreement, purchase equivalent products from an alternative
         source. Vital Images shall pay Reseller for the difference between the
         price of the alternative product and the price for the Products under
         the cancelled purchase order(s), not later than twenty (20) days
         following receipt of Reseller's invoice.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives below.

VITAL IMAGES, INC.                      TOSHIBA AMERICA MEDICAL
                                            SYSTEMS, INC.


By  /s/ Jay D. Miller                   By  /s/ John Zimmer
    ---------------------------------       ------------------------------------

Name  Jay D. Miller                     Name  John Zimmer
      -------------------------------         ----------------------------------

Title  Gen Mgr and VP-Business Dev      Title  VP of Marketing
       ------------------------------          ---------------------------------

                                      -19-
<PAGE>

LIST OF EXHIBITS
----------------

         A        Vital Images Products and Software
         B        Reseller Territory
         C        End User Agreement
         D        Demonstration License Agreement
         E        Product Price List
         F        Product Commitments
         G        List of Vital Images Trademarks

                                      -20-
<PAGE>

                               VITAL IMAGES, INC.
                           RESELLER SOFTWARE AGREEMENT
                           ---------------------------

                                    EXHIBIT A
                              VITAL IMAGES PRODUCTS


Vitrea2(R)  System, including
o  User Training and System Administration Manuals
o  1 year system maintenance
o  2 two-day applications training sessions
o  Installation
o  Shipping

VScore(TM)

Computer Hardware, as specified from time to time







                              VITAL IMAGES SOFTWARE


Vitrea(R)
VScore(TM)
<PAGE>

                               VITAL IMAGES, INC.
                           SOFTWARE RESELLER AGREEMENT
                           ---------------------------

                                    EXHIBIT B
                               RESELLER TERRITORY


                                  UNITED STATES
<PAGE>

                               VITAL IMAGES, INC.
                           RESELLER SOFTWARE AGREEMENT
                           ---------------------------

                                    EXHIBIT C
                               END USER AGREEMENT
<PAGE>

                               VITAL IMAGES, INC.
                           SOFTWARE LICENSE AGREEMENT


THIS SOFTWARE LICENSE AGREEMENT ("License Agreement") is made as of
_________________, 200__, by and between Vital Images, Inc., 3300 Fernbrook Lane
N., Suite 200, Plymouth, Minnesota 55447 U.S.A. ("Vital Images") and
__________________________________________, having its principal place of
business at ___________________________________________________ ("Licensee").


Recitals
--------

A.       Vital Images develops and licenses proprietary medical visualization
         software products (defined below as the "Products").

B.       Licensee desires to license and use the Products, and Vital Images so
         agrees, subject to the terms and conditions of this License Agreement.


ARTICLE 1: DEFINITIONS
----------------------

For purposes of this License Agreement, the following words, terms and phrases
shall have the following meanings unless the context otherwise requires:

1.1      Confidential Information. "Confidential Information" shall mean all
         information disclosed by Vital Images to Licensee or embodied in the
         Products, regardless of the form in which it is disclosed, which
         relates to markets, customers, products, patents, inventions,
         procedures, methods, designs, strategies, plans, assets, liabilities,
         prices, costs, revenues, profits, organization, employees, agents,
         resellers or business in general of Vital Images, or the algorithms,
         programs, user interfaces and organization of the Products.

1.2      Products. "Products" shall mean only those computer software products
         in object code form as described in Exhibit A and any related user
         documentation as released from time to time by Vital Images, including
         any later authorized releases or versions of such software or
         documentation during the term of this License Agreement.


ARTICLE 2: LICENSE GRANT AND USE
--------------------------------

2.1      License Grant. In consideration for Licensee's payment of the
         applicable license fee, and subject to the terms of this License
         Agreement, Vital Images hereby grants to Licensee a nonexclusive,
         non-transferable license ("License") to use the Products only on one
         (1) computer of the type described in Exhibit B attached hereto
         ("Designated Equipment"), and only at the site described in Exhibit B
         ("Designated Site"). Licensee must purchase a
<PAGE>

         License for each computer at a Designated Site on which it desires to
         install and use the Products. Licensee's use of the Products shall be
         limited to Licensee's internal business activities.

2.2      Restrictions on Use. Licensee agrees not to engage in, cause or permit
         the reverse engineering, disassembly, recompilation, modification or
         any similar manipulation of the Products, nor may Licensee loan, lease,
         distribute, assign or otherwise transfer the Products or copies
         thereof, in whole or in part, to any third party. Licensee may not
         install, use or access the Products at or from any location other than
         a Designated Site, or on any type of computer other than the Designated
         Equipment, without the prior written approval of Vital Images.

2.3      Copying. Licensee shall not copy the Products, except that Licensee may
         make and maintain one (1) copy of the Products for back-up and archival
         purposes, provided such copy includes all Vital Images copyright,
         proprietary rights and other notices included on or in the Products.

2.4      Ownership. All right, title and interest in the Products shall at all
         times remain the property of Vital Images and its licensors, subject to
         the Licenses granted to Licensee under this License Agreement. Licensee
         understands and agrees that it takes title only to the media on which
         the Products are provided to it, but that the Products shall remain the
         property of, and proprietary to, Vital Images.


ARTICLE 3: TERMINATION
----------------------

3.1      Termination.

         (a)      Either party may terminate this License Agreement at any time
                  if the other party fails to cure its material breach hereof
                  within thirty (30) days after its receipt of notice specifying
                  such breach from the other party.

         (b)      Vital Images may terminate this License Agreement at any time
                  immediately upon Licensee (i) becoming insolvent, (ii)
                  commencing, or having commenced against it (without dismissal
                  within sixty (60) days), any bankruptcy, insolvency,
                  liquidation, reorganization or similar proceeding under any
                  U.S. or foreign law, (iii) making an assignment for the
                  benefit of its creditors, (iv) admitting in writing its
                  inability to satisfy its debts in the ordinary course of
                  business or that its business or financial condition indicates
                  that it is presently unable to continue as a going concern, or
                  (v) taking an action resulting in or directed to ceasing, on a
                  permanent basis, its business or relevant operations; or

         (c)      Licensee may terminate this License Agreement or any License
                  granted hereunder at any time by giving written notice to
                  Vital Images.


                                       2
<PAGE>

3.2      Effect of Termination of a License. Upon any termination of a License,
         Licensee shall (a) immediately cease all use of the Products licensed
         pursuant to such License, and (b) certify in writing to Vital Images
         within thirty (30) days after such termination that Licensee has either
         destroyed, permanently erased or returned to Vital Images the Products
         and all copies thereof licensed pursuant to such License.

3.3      Effect of Termination of License Agreement. Upon termination of this
         License Agreement for any reason, all Licenses to the Products granted
         hereunder shall immediately terminate, and Licensee shall return to
         Vital Images all Confidential Information. Articles 2.4, 5, 6, 7, 8 and
         9 shall survive any termination of this License Agreement.


ARTICLE 4: ADVERSE REACTIONS; PRODUCT RECALLS
---------------------------------------------

4.1      Adverse Event Reporting. Licensee shall advise Vital Images, by
         telephone or facsimile, within twenty-four (24) hours after it becomes
         aware of any adverse event from the use of any Product or malfunction
         of any Product. Unless otherwise required by applicable local laws,
         Licensee shall advise Vital Images of any such adverse event prior to
         any report or filing being made with the U.S. Food and Drug
         Administration ("FDA") or any other comparable regulatory body
         elsewhere in the world.

4.2      Product Recall; Corrective Action.

         (a)      Corrective Action. If Vital Images believes that a corrective
                  action with respect to the Products is desirable or required
                  by law, or if any governmental agency having jurisdiction
                  (including without limitation, the FDA) shall request or order
                  any corrective action with respect to the Products, including
                  any recall, customer notice, restriction, change, corrective
                  action or market action or any Product change, Vital Images or
                  its reseller shall promptly notify Licensee. Licensee shall
                  comply with all reasonable directions regarding such
                  corrective action, including the return of the Products to
                  Vital Images or a reseller at Vital Images' expense.

         (b)      Refund. If any Products are required to be returned to Vital
                  Images or its resellers pursuant to this Article 4.2 and no
                  replacement is provided therefor by Vital Images, Vital Images
                  shall refund to Licensee any unearned license fees paid (the
                  amount of the license fee Licensee paid for the Products, less
                  a reasonable value for use determined by prorating the license
                  fee paid on a thirty-six (36) month straight line amortization
                  method).


ARTICLE 5: WARRANTIES; INDEMNIFICATION
--------------------------------------

5.1      Limited Warranty. Vital Images warrants to Licensee for one (1) year
         from the delivery date (the "Warranty Period"), that the Products, when
         properly installed and operated,


                                       3
<PAGE>

         will substantially perform the functions described in the functional
         specifications for the Products, as contained in the applicable written
         documentation for the Products. Vital Images shall have no obligation
         to Licensee or any third party under this Article 5.1 if (a) the
         Products have not been properly installed, used or maintained, whether
         by Licensee or any third party, in accordance with the Licenses granted
         hereunder or Vital Images' then-applicable operating manuals; or (b)
         the Products have been modified in any manner or are used or combined
         with other computer software programs, hardware or data not supplied by
         Vital Images and without the prior written consent of Vital Images.

5.2      Exclusive Remedy. Vital Images' entire liability, and Licensee's
         exclusive remedy, for any warranty claim made by Licensee under Article
         5.1 above during the Warranty Period shall be for Vital Images, at its
         option, to either (a) replace any defective media which prevents the
         Products from satisfying the limited warranty described in Article 5.1;
         (b) attempt to correct any material and reproducible errors reported by
         Licensee; or (c) terminate this License Agreement and refund the
         license fee paid for the Products. Vital Images does not warrant that
         the operation of the Products will be uninterrupted or error-free, that
         all errors in the Products will be corrected, that the Products will
         satisfy Licensee's requirements or that the Products will operate in
         the combinations which Licensee may select for use.

5.3      Limited Warranty. Vital Images warrants to Licensee that the Products,
         when properly installed and operated, will produce no material errors
         when processing dates prior to, during and after the calendar year
         2000. Vital Images shall have no obligation to Licensee or any third
         party under this Article 5.3 if (a) the Products have not been properly
         installed, used or maintained, whether by Licensee or any third party,
         in accordance with the Licenses granted hereunder or Vital Images'
         then-applicable operating manuals; (b) the Products have been modified
         in any manner or are used or combined with other computer software
         programs, hardware or data; or (c) the material error reported by
         Licensee is not reproducible by Vital Images.

5.4      Exclusive Remedy. Vital Images' entire liability, and Licensee's
         exclusive remedy, for any breach of the warranty in Article 5.3 above
         shall be for Vital Images, at its option, to either (a) attempt to
         correct such material and reproductive errors, or (b) terminate the
         License to such Products and refund any unearned license fees paid (the
         amount of the license fee Licensee paid for the Products, less a
         reasonable value for use determined by prorating the license fee paid
         on a thirty-six (36) month straight-line depreciation method) with no
         further liability to Licensee. This Article 5.4 states Licensee's
         exclusive remedy, and Vital Images and its licensors' entire liability
         for any breach of the warranty set forth in Article 5.3.

5.5      Warranty Disclaimer. THE WARRANTIES SET FORTH IN ARTICLES 5.1 AND 5.3
         ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
         IMPLIED, WHICH ARE HEREBY DISCLAIMED AND EXCLUDED BY VITAL IMAGES,
         INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS
         FOR A PARTICULAR PURPOSE, NON-


                                       4
<PAGE>

         INFRINGEMENT OR USE, AND ALL OBLIGATIONS OR LIABILITIES ON THE PART OF
         VITAL IMAGES FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE,
         MAINTENANCE OR PERFORMANCE OF THE LICENSED SOFTWARE. Repair or
         replacement of all or any part of the Products does not extend the
         Warranty Period, which shall begin on the delivery date. Vital Images
         and its third party licensors expressly disclaim any commitment to
         provide maintenance or support of the Products beyond the Warranty
         Period, in the absence of a Licensee entering into a separate agreement
         with Vital Images or its reseller. Furthermore, the Products are
         derived from and include software from third party licensors, who make
         no warranty, express or implied, regarding the Products, who disclaim
         any and all liability for the Products and who will not undertake to
         provide any information or support regarding the Products.

5.4      Infringement Indemnity. Vital Images hereby agrees to indemnify, defend
         and hold Licensee harmless from any third from any third party suit,
         claim or other legal action ("Legal Action") that alleges the Licensed
         Software infringes any United States patent, copyright, or trade
         secret, including any award of damages and costs made against Licensee
         by a final judgment of a court of last resort based upon a Legal
         Action, provided that: (a) Licensee gives written notice of any Legal
         Action to Vital Images within fifteen (15) days of Licensee's first
         knowledge thereof; (b) Vital Images has sole and exclusive control of
         the defense of any Legal Action, including the choice and direction of
         any legal counsel, and all related settlement negotiations; and (c)
         Licensee provides Vital Images (at Vital Images' expense for reasonable
         out-of-pocket expenses) with assistance, information and authority to
         perform the above.

         Notwithstanding the foregoing, Vital Images and its licensors shall
         have no liability for any Legal Action based on or arising out of: (a)
         the failure by Licensee to use a non-infringing version or release of
         the Products if made available by Vital Images, (b) the combination,
         operation or use of the Products with software, hardware or data not
         furnished by Vital Images, if such Legal Action would have been avoided
         by use of the Products without such software, hardware or data, or (c)
         the use of any Products in a manner for which it was neither designed
         nor contemplated.

         In the event that the Products are held or are believed by Vital Images
         to infringe, Vital Images shall, at its option and expense, (a) modify
         the infringing Products, (b) obtain for Licensee a license to continue
         using such Products, (c) substitute the Products with other software
         reasonably suitable to Licensee, or (d) if none of the foregoing are
         commercially feasible, terminate the License to such Products and
         refund any unearned license fees paid (the amount of the license fee
         paid for the Products, less a reasonable value for use determined by
         prorating the license fee paid on a thirty-six (36) month straight-line
         amortization method) with no further liability to Licensee.

         This Article 5.4 states Licensee's exclusive remedy, and Vital Images'
         and its licensors' entire liability, for any infringement claim related
         to the Products or their use.


                                       5
<PAGE>

ARTICLE 6: LIMITATION OF REMEDIES
---------------------------------

6.1      Delay. VITAL IMAGES SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED
         BY DELAY IN FURNISHING PRODUCTS OR SERVICES OR ANY OTHER PERFORMANCE
         UNDER THIS LICENSE AGREEMENT.

6.2      Sole Remedies. THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY AND
         ALL WARRANTIES AND THE SOLE REMEDIES FOR VITAL IMAGES' LIABILITY OF ANY
         KIND (INCLUDING LIABILITY FOR NEGLIGENCE OR PRODUCT LIABILITY) WITH
         RESPECT TO THE PRODUCTS AND SERVICES COVERED BY THIS LICENSE AGREEMENT
         AND ALL OTHER PERFORMANCE BY VITAL IMAGES UNDER THIS LICENSE AGREEMENT
         SHALL BE LIMITED TO THE REMEDIES PROVIDED IN ARTICLE 5 OF THIS LICENSE
         AGREEMENT.

6.3      Damages Limitation. VITAL IMAGES SHALL HAVE NO LIABILITY OF ANY KIND
         FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE,
         EVEN IF VITAL IMAGES SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
         POTENTIAL LOSS OR DAMAGE, INCLUDING ANY LIABILITY FOR DAMAGES ARISING
         OUT OF OR RESULTING FROM THE USE, MAINTENANCE OR PERFORMANCE OF THE
         PRODUCTS, INCLUDING, WITHOUT LIMITATION, THE LOSS OR CORRUPTION OF
         LICENSEE'S OR ANY THIRD PARTY DATA. IN NO EVENT SHALL VITAL IMAGES BE
         LIABLE FOR ANY DAMAGES IN EXCESS OF THE AGGREGATE AMOUNTS ACTUALLY PAID
         BY LICENSEE TO VITAL IMAGES UNDER THIS LICENSE AGREEMENT.


ARTICLE 7: CONFIDENTIALITY
--------------------------

7.1      Confidential Information. All Confidential Information shall be deemed
         confidential and proprietary to Vital Images, and are the sole and
         exclusive property of Vital Images. Licensee may use the Confidential
         Information during the term of this License Agreement only as permitted
         hereunder or as necessary in order to use the Products in accordance
         with the License(s) granted hereunder. Licensee shall not disclose or
         provide any Confidential Information to any third party and shall take
         reasonable measures to prevent any unauthorized disclosure by
         Licensee's employees, agents, contractors or consultants during the
         term hereof including appropriate individual nondisclosure agreements.

7.2      Exclusions. The following information shall not be considered
         Confidential Information under this Article 7:

         (a)      Information which is or becomes in the public domain through
                  no fault or act of Licensee;


                                       6
<PAGE>

         (b)      Information which was independently developed by Licensee
                  without the use or reliance on Vital Images' Confidential
                  Information;

         (c)      Information which was provided to Licensee by a third party
                  under no duty of confidentiality to Vital Images; or

         (d)      Information which is required to be disclosed by Licensee
                  under law, provided, however, Licensee gives prompt notice
                  thereof to Vital Images prior to such disclosure.

7.3      Cooperation. At Vital Images' request, Licensee shall cooperate fully
         with Vital Images in any and all legal actions taken by Vital Images to
         protect its rights in the Products and in the Confidential Information.
         Vital Images shall bear all costs and expenses reasonably incurred by
         Licensee in the course of cooperating with Vital Images in such legal
         action.


ARTICLE 8: ARBITRATION
----------------------

8.1      Dispute Resolution. Except as provided in Article 8.2 below, Vital
         Images and Licensee shall each use its best efforts to resolve any
         dispute between them promptly and without resort to any legal process
         if feasible within thirty (30) days of receipt of a written notice by
         one party to the other party of the existence of such dispute. The
         foregoing requirement in this Article 8.1 shall be without prejudice to
         either party's right, if applicable, to terminate this License
         Agreement under Article 3.1 above.

8.2      Litigation Rights Reserved. If any dispute arises with regard to
         Licensee's unauthorized use of the Products or unauthorized use or
         infringement of Confidential Information, Vital Images may seek any
         available remedy at law or in equity from a court of competent
         jurisdiction.

8.3      Procedure for Arbitration. Except as provided in Article 8.2 above, any
         dispute, claim or controversy arising out of or in connection with this
         License Agreement which has not been settled through negotiation within
         a period of thirty (30) days after the date on which either party shall
         first have notified the other party in writing of the existence of a
         dispute shall be settled by final and binding arbitration under the
         then-applicable Commercial Arbitration Rules or, if Licensee's
         principal place of business is outside the United States, the
         International Arbitration Rules of the American Arbitration Association
         ("AAA"). Any such arbitration shall be conducted by three (3)
         arbitrators appointed by mutual agreement of the parties or, failing
         such agreement, in accordance with said Rules. At least one (1)
         arbitrator shall be an experienced computer software professional, and
         at least one (1) arbitrator shall be an experienced business attorney
         with a background in the licensing and distribution of computer
         software. Any such arbitration shall be conducted in Minneapolis,
         Minnesota, U.S.A. in the English language. An arbitral award may be
         enforced in any court of competent jurisdiction. Notwithstanding any
         contrary provision


                                       7
<PAGE>

         in the AAA Rules, the following additional procedures and rules shall
         apply to any such arbitration:

         (a)      Each party shall have the right to request from the
                  arbitrators, and the arbitrators shall order upon good cause
                  shown, reasonable and limited pre-hearing discovery, including
                  (i) exchange of witness lists, (ii) depositions under oath of
                  named witnesses at a mutually convenient location, (iii)
                  written interrogatories and (iv) document requests.

         (b)      Upon conclusion of the pre-hearing discovery, the arbitrators
                  shall promptly hold a hearing upon the evidence to be adduced
                  by the parties and shall promptly render a written opinion and
                  award.

         (c)      The arbitrators may not award or assess punitive damages
                  against either party.

         (d)      Each party shall bear its own costs and expenses of the
                  arbitration and one-half (1/2) of the fees and costs of the
                  arbitrators, subject to the power of the arbitrators, in their
                  sole discretion, to award all such reasonable costs, expenses
                  and fees to the prevailing party.


ARTICLE 9: MISCELLANEOUS
------------------------

9.1      Assignment. Licensee shall not have the right to assign or otherwise
         transfer its rights or obligations under this License Agreement except
         with the prior written consent of Vital Images, which consent shall not
         be unreasonably withheld. This License Agreement shall be binding on
         the parties hereto and their respective successors and permitted
         assigns. Any prohibited assignment shall be null and void.

9.2      Notices. Notices permitted or required to be given hereunder shall be
         deemed sufficient if given by registered or certified mail, postage
         prepaid, return receipt requested, by private courier service, or by
         facsimile addressed to the respective addresses of the parties as first
         above written or at such other addresses as the respective parties may
         designate by like notice from time to time. Notices so given shall be
         effective upon (a) receipt by the party to which the notice is given,
         or (b) on the fifth (5th) day following domestic mailing or the tenth
         (10th) day following international mailing, as may be the case,
         whichever occurs first.

9.3      Exports and U.S. Government Rights. Licensee hereby acknowledges that
         it will not export or reexport any of the Products or technical data
         (which includes, among other things, any technical information relating
         to the Products, written or otherwise), or any product incorporating
         any Products or technical data. The Products are provided with
         Restricted Rights. Use, duplication or disclosure by the U.S.
         government is subject to restrictions as set forth in (a) this License
         Agreement pursuant to DFARs 227.7202-3(a);


                                       8
<PAGE>

         (b) subparagraph (c)(1)(i) of the Rights in Technical Data and Computer
         Software clause at DFARs 252.227-7013; or (c) the Commercial Computer
         Software Restricted Rights clause at FAR 52.227-19 subdivision (c)(1)
         and (2), as applicable. Contractor/manufacturer is Vital Images, Inc.,
         3100 West Lake Street, Suite 100, Minneapolis, Minnesota 55416 U.S.A.

9.4      Entire Agreement. This License Agreement, including the Exhibits
         attached hereto which are incorporated herein, constitutes the entire
         agreement of the parties with respect to the subject matter hereof and
         supersedes all prior agreements by and between Licensee and Vital
         Images as well as all proposals, oral or written, and all prior
         negotiations, conversations and discussions between the parties related
         hereto.

9.5      Amendment. This License Agreement may not be modified, amended,
         rescinded, canceled or waived, in whole or in part, except by written
         amendment signed by both parties hereto.

9.6      Governing Law. This License Agreement shall be governed by and
         interpreted under the laws of the State of Minnesota, U.S.A., excluding
         (a) its choice of law rules, and (b) the United Nations Convention on
         the International Sale of Goods.

9.7      Severability. If any provision of this License Agreement is found
         unenforceable under any of the laws or regulations applicable thereto,
         such provision terms shall be deemed stricken from this License
         Agreement, but such invalidity or unenforceability shall not invalidate
         any of the other provisions of this Agreement.

9.8      Waiver. No failure by either party to take any action or assert any
         right hereunder shall be deemed to be a waiver of such right in the
         event of the continuation or repetition of the circumstances giving
         rise to such right.

         IN WITNESS WHEREOF, the parties have executed this License Agreement by
         their duly authorized representatives.

VITAL IMAGES, INC.                            LICENSEE


By                                            By
   --------------------------------------        -------------------------------
Name                                          Name
     ------------------------------------          -----------------------------
Title                                         Title
      -----------------------------------           ----------------------------



                                       9
<PAGE>

                               VITAL IMAGES, INC.
                               END USER AGREEMENT

                                    EXHIBIT A
                                    PRODUCTS
<PAGE>

                               VITAL IMAGES, INC.
                               END USER AGREEMENT

                                    EXHIBIT B
                          DESIGNATED EQUIPMENT AND SITE


Designated Equipment:









Designated Site:



                                       11
<PAGE>

                               VITAL IMAGES, INC.
                           RESELLER SOFTWARE AGREEMENT
                           ---------------------------

                                    EXHIBIT D
                         DEMONSTRATION LICENSE AGREEMENT
<PAGE>

                               VITAL IMAGES, INC.
                         DEMONSTRATION LICENSE AGREEMENT


THIS SOFTWARE LICENSE AGREEMENT ("License Agreement") is made as of
_________________, 200__, by and between Vital Images, Inc., 3300 Fernbrook Lane
N., Suite 200, Plymouth, Minnesota 55447 U.S.A. ("Vital Images") and
__________________________________________, having its principal place of
business at ___________________________________________________ ("Licensee").


Recitals
--------

         A.       Vital Images develops and licenses proprietary medical
                  visualization software products (defined below as the
                  "Products").

         B.       Licensee desires to license and use the Products for a
                  specific period of time for the purposes of demonstration,
                  evaluation, testing or other short-term uses, and Vital Images
                  so agrees, subject to the terms and conditions of this License
                  Agreement.

ARTICLE 1: DEFINITIONS
----------------------

For purposes of this License Agreement, the following words, terms and phrases
shall have the following meanings unless the context otherwise requires:

1.1      Confidential Information. "Confidential Information" shall mean all
         information disclosed by Vital Images to Licensee or embodied in the
         Products, regardless of the form in which it is disclosed, which
         relates to markets, customers, products, patents, inventions,
         procedures, methods, designs, strategies, plans, assets, liabilities,
         prices, costs, revenues, profits, organization, employees, agents,
         resellers or business in general of Vital Images, or the algorithms,
         programs, user interfaces and organization of the Products.

1.2      Products. "Products" shall mean only those computer software products
         in object code form as described in Exhibit A and any related user
         documentation as released from time to time by Vital Images, including
         any later authorized releases or versions of such software or
         documentation during the term of this License Agreement.

ARTICLE 2: LICENSE GRANT AND USE
--------------------------------

2.1      License Grant. Subject to the terms of this License Agreement, Vital
         Images hereby grants to Licensee a nonexclusive, non-transferable
         license ("License") to use the Products only on one (1) computer of the
         type described in Exhibit B attached hereto ("Designated Equipment"),
         and only at the site described in Exhibit B ("Designated Site").
         Licensee must purchase a License for any other computer at a Designated
         Site on
<PAGE>

         which it desires to install and use the Products. Licensee's use of the
         Products shall be limited solely to demonstration, evaluation, testing
         or otherwise as described on Exhibit B. Licensee hereby agrees that the
         Products under this License shall not be used for any business
         activities of the Licensee without the prior written consent of Vital
         Images, such consent to be at the sole discretion of Vital Images.

2.2      Restrictions on Use. Licensee agrees not to engage in, cause or permit
         the reverse engineering, disassembly, recompilation, modification or
         any similar manipulation of the Products, nor may Licensee loan, lease,
         distribute, assign or otherwise transfer the Products or copies
         thereof, in whole or in part, to any third party. Licensee may not
         install, use or access the Products at or from any location other than
         a Designated Site, or on any type of computer other than the Designated
         Equipment, without the prior written approval of Vital Images.

2.3      Copying. Licensee shall not copy the Products, except that Licensee may
         make and maintain one (1) copy of the Products for back-up and archival
         purposes, provided such copy includes all Vital Images copyright,
         proprietary rights and other notices included on or in the Products.

2.4      Ownership. All right, title and interest in the Products shall at all
         times remain the property of Vital Images and its licensors, subject to
         the Licenses granted to Licensee under this License Agreement. Licensee
         understands and agrees that it takes title only to the media on which
         the Products are provided to it, but that the Products shall remain the
         property of, and proprietary to, Vital Images.

ARTICLE 3: TERM AND TERMINATION
-------------------------------

3.1      Term. The term of this License Agreement shall be as described on
         Exhibit B, such term not to exceed twelve (12) months.

3.2      Termination. Either party may terminate this License Agreement at any
         time by giving written notice to the other party.

3.3      Effect of Termination of a License. Upon any termination of a License,
         Licensee shall (a) immediately cease all use of the Products licensed
         pursuant to such License, and (b) certify in writing to Vital Images
         within thirty (30) days after such termination that Licensee has either
         destroyed, permanently erased or returned to Vital Images the Products
         and all copies thereof licensed pursuant to such License.

3.4      Effect of Termination of License Agreement. Upon termination of this
         License Agreement, all Licenses to the Products granted hereunder shall
         immediately terminate, and Licensee shall return to Vital Images all
         Confidential Information. Articles 2.4, 5, 6, 7, 8 and 9 shall survive
         any termination of this License Agreement.


                                       2
<PAGE>

ARTICLE 4: ADVERSE REACTIONS; PRODUCT RECALLS
---------------------------------------------

4.1      Adverse Event Reporting. In the event that Vital Images has granted
         Licensee the right to use the Products under this License Agreement in
         its business activities, Licensee shall advise Vital Images, by
         telephone or facsimile, within twenty-four (24) hours after it becomes
         aware of any adverse event from the use of any Product or malfunction
         of any Product. Unless otherwise required by applicable local laws,
         Licensee shall advise Vital Images of any such adverse event prior to
         any report or filing being made with the U.S. Food and Drug
         Administration ("FDA") or any other comparable regulatory body
         elsewhere in the world.

4.2      Product Recall; Corrective Action. If Vital Images believes that a
         corrective action with respect to the Products is desirable or required
         by law, or if any governmental agency having jurisdiction (including
         without limitation, the FDA) shall request or order any corrective
         action with respect to the Products, including any recall, customer
         notice, restriction, change, corrective action or market action or any
         Product change, Vital Images or its reseller shall promptly notify
         Licensee. Licensee shall comply with all reasonable directions
         regarding such corrective action, including the return of the Products
         to Vital Images or a reseller at Vital Images' expense.

ARTICLE 5: WARRANTIES; INDEMNIFICATION
--------------------------------------

5.1      No Warranty. Vital Images makes no warranty to Licensee that the
         Products, when properly installed and operated, will substantially
         perform the functions described in the functional specifications for
         the Products, as contained in the applicable written documentation for
         the Products. All Products are provided to Licensee "AS IS."


5.2      Exclusive Remedy. Vital Images' entire liability, and Licensee's
         exclusive remedy, for any claim made by Licensee under Article 5.1
         above shall be for Vital Images to terminate this License Agreement.
         Vital Images does not warrant that the operation of the Products will
         be uninterrupted or error-free, that all errors in the Products will be
         corrected, that the Products will satisfy Licensee's requirements or
         that the Products will operate in the combinations which Licensee may
         select for use.

5.3      Warranty Disclaimer. THE WARRANTY SET FORTH IN ARTICLE 5.1 ABOVE IS
         EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
         WHICH ARE HEREBY DISCLAIMED AND EXCLUDED BY VITAL IMAGES, INCLUDING
         WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
         PARTICULAR PURPOSE, NON-INFRINGEMENT OR USE, AND ALL OBLIGATIONS OR
         LIABILITIES ON THE PART OF VITAL IMAGES FOR DAMAGES ARISING OUT OF OR
         IN CONNECTION WITH THE USE, MAINTENANCE OR PERFORMANCE OF THE LICENSED
         SOFTWARE. Furthermore, the Products are derived from and include
         software from third party licensors, who make no warranty, express or
         implied, regarding


                                       3
<PAGE>

         the Products, who disclaim any and all liability for the Products and
         who will not undertake to provide any information or support regarding
         the Products.

5.4      Infringement Indemnity. Vital Images hereby agrees to indemnify, defend
         and hold Licensee harmless from any third from any third party suit,
         claim or other legal action ("Legal Action") that alleges the Licensed
         Software infringes any United States patent, copyright, or trade
         secret, including any award of damages and costs made against Licensee
         by a final judgment of a court of last resort based upon a Legal
         Action, provided that: (a) Licensee gives written notice of any Legal
         Action to Vital Images within fifteen (15) days of Licensee's first
         knowledge thereof; (b) Vital Images has sole and exclusive control of
         the defense of any Legal Action, including the choice and direction of
         any legal counsel, and all related settlement negotiations; and (c)
         Licensee provides Vital Images (at Vital Images' expense for reasonable
         out-of-pocket expenses) with assistance, information and authority to
         perform the above.

         Notwithstanding the foregoing, Vital Images and its licensors shall
         have no liability for any Legal Action based on or arising out of: (a)
         the failure by Licensee to use a non-infringing version or release of
         the Products if made available by Vital Images, (b) the combination,
         operation or use of the Products with software, hardware or data not
         furnished by Vital Images, if such Legal Action would have been avoided
         by use of the Products without such software, hardware or data, or (c)
         the use of any Products in a manner for which it was neither designed
         nor contemplated.

         In the event that the Products are held or are believed by Vital Images
         to infringe, Vital Images shall, at its option and expense, terminate
         the License to such Products.

         This Article 5.4 states Licensee's exclusive remedy, and Vital Images'
         and its licensors' entire liability, for any infringement claim related
         to the Products or their use.

ARTICLE 6: LIMITATION OF REMEDIES
---------------------------------

6.1      Delay. VITAL IMAGES SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED
         BY DELAY IN FURNISHING PRODUCTS OR SERVICES OR ANY OTHER PERFORMANCE
         UNDER THIS LICENSE AGREEMENT.

6.2      Sole Remedies. THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY AND
         ALL WARRANTIES AND THE SOLE REMEDIES FOR VITAL IMAGES' LIABILITY OF ANY
         KIND (INCLUDING LIABILITY FOR NEGLIGENCE OR PRODUCT LIABILITY) WITH
         RESPECT TO THE PRODUCTS AND SERVICES COVERED BY THIS LICENSE AGREEMENT
         AND ALL OTHER PERFORMANCE BY VITAL IMAGES UNDER THIS LICENSE AGREEMENT
         SHALL BE LIMITED TO THE REMEDIES PROVIDED IN ARTICLE 5 OF THIS LICENSE
         AGREEMENT.

6.3      Damages Limitation. VITAL IMAGES SHALL HAVE NO LIABILITY OF ANY KIND
         FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS OR


                                       4
<PAGE>

         DAMAGE, EVEN IF VITAL IMAGES SHALL HAVE BEEN ADVISED OF THE POSSIBILITY
         OF SUCH POTENTIAL LOSS OR DAMAGE, INCLUDING ANY LIABILITY FOR DAMAGES
         ARISING OUT OF OR RESULTING FROM THE USE, MAINTENANCE OR PERFORMANCE OF
         THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, THE LOSS OR CORRUPTION OF
         LICENSEE'S OR ANY THIRD PARTY DATA. IN NO EVENT SHALL VITAL IMAGES BE
         LIABLE FOR ANY DAMAGES IN EXCESS OF THE AGGREGATE AMOUNTS ACTUALLY PAID
         BY LICENSEE TO VITAL IMAGES UNDER THIS LICENSE AGREEMENT.

ARTICLE 7: CONFIDENTIALITY
--------------------------

7.1      Confidential Information. All Confidential Information shall be deemed
         confidential and proprietary to Vital Images, and are the sole and
         exclusive property of Vital Images. Licensee may use the Confidential
         Information during the term of this License Agreement only as permitted
         hereunder or as necessary in order to use the Products in accordance
         with the License(s) granted hereunder. Licensee shall not disclose or
         provide any Confidential Information to any third party and shall take
         reasonable measures to prevent any unauthorized disclosure by
         Licensee's employees, agents, contractors or consultants during the
         term hereof including appropriate individual nondisclosure agreements.

7.2      Exclusions. The following information shall not be considered
         Confidential Information under this Article 7:

         (a)      Information which is or becomes in the public domain through
                  no fault or act of Licensee;

         (b)      Information which was independently developed by Licensee
                  without the use or reliance on Vital Images' Confidential
                  Information;

         (c)      Information which was provided to Licensee by a third party
                  under no duty of confidentiality to Vital Images; or

         (d)      Information which is required to be disclosed by Licensee
                  under law, provided, however, Licensee gives prompt notice
                  thereof to Vital Images prior to such disclosure.

7.3      Cooperation. At Vital Images' request, Licensee shall cooperate fully
         with Vital Images in any and all legal actions taken by Vital Images to
         protect its rights in the Products and in the Confidential Information.
         Vital Images shall bear all costs and expenses reasonably incurred by
         Licensee in the course of cooperating with Vital Images in such legal
         action.


                                       5
<PAGE>

ARTICLE 8: ARBITRATION
----------------------

8.1      Dispute Resolution. Except as provided in Article 8.2 below, Vital
         Images and Licensee shall each use its best efforts to resolve any
         dispute between them promptly and without resort to any legal process
         if feasible within thirty (30) days of receipt of a written notice by
         one party to the other party of the existence of such dispute. The
         foregoing requirement in this Article 8.1 shall be without prejudice to
         either party's right, if applicable, to terminate this License
         Agreement under Article 3.1 above.

8.2      Litigation Rights Reserved. If any dispute arises with regard to
         Licensee's unauthorized use of the Products or unauthorized use or
         infringement of Confidential Information, Vital Images may seek any
         available remedy at law or in equity from a court of competent
         jurisdiction.

8.3      Procedure for Arbitration. Except as provided in Article 8.2 above, any
         dispute, claim or controversy arising out of or in connection with this
         License Agreement which has not been settled through negotiation within
         a period of thirty (30) days after the date on which either party shall
         first have notified the other party in writing of the existence of a
         dispute shall be settled by final and binding arbitration under the
         then-applicable Commercial Arbitration Rules or, if Licensee's
         principal place of business is outside the United States, the
         International Arbitration Rules of the American Arbitration Association
         ("AAA"). Any such arbitration shall be conducted by three (3)
         arbitrators appointed by mutual agreement of the parties or, failing
         such agreement, in accordance with said Rules. At least one (1)
         arbitrator shall be an experienced computer software professional, and
         at least one (1) arbitrator shall be an experienced business attorney
         with a background in the licensing and distribution of computer
         software. Any such arbitration shall be conducted in Minneapolis,
         Minnesota, U.S.A. in the English language. An arbitral award may be
         enforced in any court of competent jurisdiction. Notwithstanding any
         contrary provision in the AAA Rules, the following additional
         procedures and rules shall apply to any such arbitration:

                  (a)      Each party shall have the right to request from the
                           arbitrators, and the arbitrators shall order upon
                           good cause shown, reasonable and limited pre-hearing
                           discovery, including (i) exchange of witness lists,
                           (ii) depositions under oath of named witnesses at a
                           mutually convenient location, (iii) written
                           interrogatories and (iv) document requests.

                  (b)      Upon conclusion of the pre-hearing discovery, the
                           arbitrators shall promptly hold a hearing upon the
                           evidence to be adduced by the parties and shall
                           promptly render a written opinion and award.

                  (c)      The arbitrators may not award or assess punitive
                           damages against either party.


                                       6
<PAGE>

                  (d)      Each party shall bear its own costs and expenses of
                           the arbitration and one-half (1/2) of the fees and
                           costs of the arbitrators, subject to the power of the
                           arbitrators, in their sole discretion, to award all
                           such reasonable costs, expenses and fees to the
                           prevailing party.

ARTICLE 9: MISCELLANEOUS
------------------------

9.1      Assignment. Licensee shall not have the right to assign or otherwise
         transfer its rights or obligations under this License Agreement except
         with the prior written consent of Vital Images, which consent shall be
         at the sole discretion of Vital Images. This License Agreement shall be
         binding on the parties hereto and their respective successors and
         permitted assigns. Any prohibited assignment shall be null and void.

9.2      Notices. Notices permitted or required to be given hereunder shall be
         deemed sufficient if given by registered or certified mail, postage
         prepaid, return receipt requested, by private courier service, or by
         facsimile addressed to the respective addresses of the parties as first
         above written or at such other addresses as the respective parties may
         designate by like notice from time to time. Notices so given shall be
         effective upon (a) receipt by the party to which the notice is given,
         or (b) on the fifth (5th) day following domestic mailing or the tenth
         (10th) day following international mailing, as may be the case,
         whichever occurs first.

9.3      Exports and U.S. Government Rights. Licensee hereby acknowledges that
         it will not export or reexport any of the Products or technical data
         (which includes, among other things, any technical information relating
         to the Products, written or otherwise), or any product incorporating
         any Products or technical data. The Products are provided with
         Restricted Rights. Use, duplication or disclosure by the U.S.
         government is subject to restrictions as set forth in (a) this License
         Agreement pursuant to DFARs 227.7202-3(a); (b) subparagraph (c)(1)(i)
         of the Rights in Technical Data and Computer Software clause at DFARs
         252.227-7013; or (c) the Commercial Computer Software Restricted Rights
         clause at FAR 52.227-19 subdivision (c)(1) and (2), as applicable.
         Contractor/manufacturer is Vital Images, Inc., 3100 West Lake Street,
         Suite 100, Minneapolis, Minnesota 55416 U.S.A.

9.4      Entire Agreement. This License Agreement, including the Exhibits
         attached hereto which are incorporated herein, constitutes the entire
         agreement of the parties with respect to the subject matter hereof and
         supersedes all prior agreements by and between Licensee and Vital
         Images as well as all proposals, oral or written, and all prior
         negotiations, conversations and discussions between the parties related
         hereto.

9.5      Amendment. This License Agreement may not be modified, amended,
         rescinded, canceled or waived, in whole or in part, except by written
         amendment signed by both parties hereto.


                                       7
<PAGE>

9.6      Governing Law. This License Agreement shall be governed by and
         interpreted under the laws of the State of Minnesota, U.S.A., excluding
         (a) its choice of law rules, and (b) the United Nations Convention on
         the International Sale of Goods.

9.7      Severability. If any provision of this License Agreement is found
         unenforceable under any of the laws or regulations applicable thereto,
         such provision terms shall be deemed stricken from this License
         Agreement, but such invalidity or unenforceability shall not invalidate
         any of the other provisions of this Agreement.

9.8      Waiver. No failure by either party to take any action or assert any
         right hereunder shall be deemed to be a waiver of such right in the
         event of the continuation or repetition of the circumstances giving
         rise to such right.

         IN WITNESS WHEREOF, the parties have executed this License Agreement by
         their duly authorized representatives.

VITAL IMAGES, INC.                            LICENSEE


By                                            By
   -------------------------------------         -------------------------------
Name                                          Name
     -----------------------------------           -----------------------------
Title                                         Title
      ----------------------------------            ----------------------------



                                       8
<PAGE>

                               VITAL IMAGES, INC.
                         DEMONSTRATION LICENSE AGREEMENT

                                    EXHIBIT A
                                    PRODUCTS
<PAGE>

                               VITAL IMAGES, INC.
                         DEMONSTRATION LICENSE AGREEMENT

                                    EXHIBIT B
                          DESIGNATED EQUIPMENT AND SITE


Designated Equipment:









Designated Site:









Prescribed Use for Products Under Demonstration License Agreement:












Prescribed Term for Use of Products Under Demonstration License Agreement (may
not exceed one year):
<PAGE>

                              VITAL IMAGES, INC.
                          SOFTWARE RESELLER AGREEMENT
                          ---------------------------

                                   EXHIBIT E
                     PRODUCT TRANSFER PRICING TO RESELLER
                     * CONFIDENTIAL TREATMENT REQUESTED *
<TABLE>
<CAPTION>
----------------- ----------- ------------ ------------------ -------------------------------------
                  List Price    Discount     Transfer Price     Notes
----------------- ----------- ------------ ------------------ -------------------------------------
<S>                <C>          <C>         <C>               <C>
  Vitrea2 System        $              %            $         Vitrea2 (for NT) Software includes:
                                                              o User Training and System
                                                                Administration Manuals and
                                                                Computer*
                                                              o Flat Panel Monitor
                                                              o Modem
                                                              o Mouse, mousepad and keyboard
                                                              o 1 year system maintenance
                                                              o 2 two-day applications training
                                                                sessions
                                                              o Installation
                                                              o Shipping

                                                              * Minimum specs for computer are:
                                                              o Dual Pentium III 600 MHz Processor
                                                              o Two 18 GB SCSI 10K RMP with
                                                                RAID 1 configuration
                                                              o 1 GB RAM
                                                              o 3D Graphics Board
----------------- ----------- ------------ ------------------ -------------------------------------
Vitrea2                 $              %            $
Installation
----------------- ----------- ------------ ------------------ -------------------------------------
      1 Year
 Maintenance            $              %            $
----------------- ----------- ------------ ------------------ -------------------------------------
   Vscore               $              %            $
----------------- ----------- ------------ ------------------ -------------------------------------
</TABLE>
<PAGE>

                              VITAL IMAGES, INC.
                          SOFTWARE RESELLER AGREEMENT
                          ---------------------------

                                   EXHIBIT F
                              PRODUCT COMMITMENTS
                     * CONFIDENTIAL TREATMENT REQUESTED *

Reseller shall purchase from Vital Images during the twenty-one (21) month
period ended March 31, 2002 the following Vitrea Software License minimums:

                                     YEAR 1

--------------------------------------------------------------------------------
                                       Vitrea2 System         Cumulative Total
                                         Commitment
------------------------------- --------------------------- --------------------
           QUARTER 3
 July 1, 2000 - Sept. 30, 2000
------------------------------- --------------------------- --------------------
           QUARTER 4
 Oct. 1, 2000 - Dec. 31, 2000
--------------------------------------------------------------------------------

                                     YEAR 2

--------------------------------------------------------------------------------
                                       Vitrea2 System         Cumulative Total
                                         Commitment
------------------------------- --------------------------- --------------------
           QUARTER 1
 Jan. 1, 2001 - Mar. 31, 2001
------------------------------- --------------------------- --------------------
           QUARTER 2
 April 1, 2001 - June 30, 2001
------------------------------- --------------------------- --------------------
           QUARTER 3
 July 1, 2001 - Sept. 31, 2001
------------------------------- --------------------------- --------------------
           QUARTER 4
 Oct. 1, 2001 - Dec. 31, 2001
--------------------------------------------------------------------------------

                                     YEAR 3

--------------------------------------------------------------------------------
                                 Vitrea2 System Commitment    Cumulative Total
------------------------------- --------------------------- --------------------
           QUARTER 1
 Jan. 1, 2002 - Mar. 31, 2002
--------------------------------------------------------------------------------
<PAGE>

                               VITAL IMAGES, INC.
                           SOFTWARE RESELLER AGREEMENT
                           ---------------------------

                                    EXHIBIT G
                         LIST OF VITAL IMAGES TRADEMARKS





                                   Vitrea (R)

                                   VScore(TM)
</TEXT>
</DOCUMENT>
