Exhibit 10(vv)

iCAD, INC.
INCENTIVE STOCK OPTION AGREEMENT

AGREEMENT, entered into                      (the “Date of Grant”), by and between iCAD, Inc. (the “Company”) and                      (“Optionee”).

WHEREAS, the Company has adopted the 2007 Stock Incentive Plan (the “Plan”);

WHEREAS, the Company wishes to grant to the Optionee an option to purchase shares of the Company’s common stock, $.01 par value, (the “Common Stock”) under the Plan pursuant to the terms of the Plan;

WHEREAS, the Company desires to memorialize the grant of the option to the Optionee by entering into this stock option agreement with the Optionee;

WHEREAS, the Company and the Optionee understand and agree that unless otherwise defined herein any terms used herein have the same meanings as in the Plan.

THEREFORE, in consideration of the promises set forth below, the parties hereto agree as follows:

1.

GRANT OF OPTION

The Company hereby grants to the Optionee the option (the “Option”) to purchase all or any part of an aggregate of                      shares of its Common Stock (the “Shares”), on the terms and conditions and subject to all the limitations set forth herein and in the Plan, which is incorporated herein by reference. The Optionee acknowledges receipt of a copy of the Plan.

2.

OPTION EXERCISE PRICE

The per share purchase price to be paid by Optionee for the Shares covered by the Option in the event of an exercise of the Option shall be $_____.

3.

WHEN OPTIONS ARE EXERCISABLE

The Option shall become exercisable as to one third or  _____  shares commencing twelve months from the Date of Grant, one third or  _____  shares commencing twenty four months from the Date of Grant and one third or  _____  shares commencing thirty six months from the Date of Grant. The option expires at midnight (Nashua, New Hampshire USA time) five years from the Date of Grant or earlier subject to paragraph 4 below.

4.

TERMINATION OF EMPLOYMENT

4.1

Generally: Regardless of what Paragraph 3 hereof says, if Optionee’s employment with the Company should be terminated other than by Early Retirement, Death or Disability (as defined below) or for Cause, then Optionee has until the earlier of (i) the expiration date of the Options set forth in Paragraph 3 hereof or (ii) ninety (90) days after the date of termination, to exercise those Options which were exercisable on the date of termination. If Optionee’s employment with the Company should be terminated by the Company for Cause or due to Early Retirement the unexercised portion of the Option shall terminate on the date of termination of Optionee’s employment.

4.2

Death or Disability: In the event of the Death or Disability of Optionee prior to the expiration of this Option, the following provisions shall apply:

	4.2.1		If Optionee, at the time of Death or Disability, has been continuously employed by the Company (as determined by the Compensation Committee or other committee that at the time is responsible for administration of the Plan (the “Committee”)in its sole discretion) since the Date of Grant, then the Option may be exercised; (A) by Optionee within the earlier of (i) the expiration date of the Options set forth in Paragraph 3 hereof or (ii) one (1) year following the date Disability commenced, but only to the extent Optionee is entitled to exercise such Option on the date his or her Disability commenced; or (B) by Optionee’s estate, or by a person who acquired the right to exercise the Option because of Optionee’s will or the laws of descent or distribution, within the earlier of (i) the expiration date of the Options set forth in Paragraph 3 hereof or (ii) one (1) year from the date of Optionee’s Death, but only to the extent of which Optionee is entitled to exercise the Option at the date of Death. For the purpose of this Agreement, the term “Disability” shall have the meaning given to it in section 22(e)(3) of the Code. Whether Optionee suffers a Disability shall be determined by the Committee in its sole discretion.
	4.2.2		If Optionee dies within thirty (30) days after the date of termination of employment (other than termination for Cause, Disability or Early Retirement, the Option may be exercised at any time within the earlier of (i) the expiration date of the Options set forth in Paragraph 3 hereof or (ii) one (1) year following the date of Death, by Optionee’s estate or by a person who acquired the right to exercise the Option because of Optionee’