As filed with the Securities and Exchange Commission on October 4, 2004.
                                                            Registration No.333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 --------------

                                   iCAD, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             Delaware                                    02-0377419
---------------------------------           ------------------------------------
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)


4 Townsend West, Suite 17, Nashua, New Hampshire         03063
------------------------------------------------     --------------
    (Address of principal executive offices)           (Zip Code)


                           2004 Stock Incentive Plan
                           -------------------------
                            (Full title of the plan)

                     W. Scott Parr, Chief Executive Officer
                                   iCAD, Inc.
                            4 Townsend West, Suite 17
                                Nashua, NH 03063
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (603) 882-5200
         -------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Robert J. Mittman, Esq.
                                Ethan Seer, Esq.
                                 Blank Rome LLP
                              405 Lexington Avenue
                            New York, New York 10174

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                            Proposed Maximum     Proposed Maximum      Amount of
Title of Securities       Amount to be     Aggregate Offering   Aggregate Offering   Registration
 to be Registered        Registered (1)    Price Per Share(2)        Price (2)            Fee
--------------------    ----------------   ------------------   ------------------   ------------
<S>                     <C>                      <C>                <C>                <C>
Common Stock, par       1,000,000 shares         $3.33              $3,300,000         $ 418.11
value $.01 per share
</TABLE>

(1)   In addition, pursuant to Rule 416 under the Securities Act of 1933, this
      registration statement also registers an indeterminate number of shares of
      common stock which may be issued pursuant to the anti-dilution provisions
      of the registrant's 2004 Stock Incentive Plan.

(2)   Calculated solely for the purpose of determining the registration fee
      pursuant to Rule 457 under the Securities Act of 1933 based upon the
      average of the high and low sales prices of the registrant's common stock
      as reported on Nasdaq on September 29, 2004.


<PAGE>



                                       I-1
516885.01111/6355592v1
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Item 1. Plan Information.*

         Item 2. Registrant Information and Employee Plan Annual Information.*

         * Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.


                                      I-1
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3. Incorporation of Documents by Reference.

         The following documents previously filed by the registrant with the
Securities and Exchange Commission (the "SEC") are incorporated by reference in
this Registration Statement:

         1.       Annual Report on Form 10-K for the fiscal year ended December
                  31, 2003.

         2.       Quarterly Report on Form 10-Q for the quarter ended March 31,
                  2004.

         3.       Quarterly Report on Form 10-Q for the quarter ended June 30,
                  2004.

         4.       Current Report on Form 8-K for the event dated December 31,
                  2003 filed with the SEC on January 15, 2004.

         5.       Amendment No. 1 to the Current Report on Form 8-K for the
                  event dated December 31, 2003 filed with the SEC on March 15,
                  2004.

         6.       The description of the registrant's common stock contained in
                  its Registration Statement on Form 8-A together with any
                  amendments thereto.

         7.       All documents subsequently filed by the registrant pursuant to
                  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
                  Act of 1934, prior to the filing of a post-effective amendment
                  which indicates that all securities offered have been sold or
                  which deregisters all securities then remaining unsold, shall
                  be deemed to be incorporated by reference in this Registration
                  Statement and to be a part hereof from the respective date of
                  filing of such documents. Any statement contained in a
                  document incorporated by reference herein is modified or
                  superseded for all purposes to the extent that a statement
                  contained in this Registration Statement or in any other
                  subsequently filed document which is incorporated by reference
                  modifies or replaces such statement.

         Any reference herein shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
herein or in any other subsequently filed documents which also is incorporated
or deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.


                                      II-1
<PAGE>

         Item 4. Description of Securities.

         Not applicable.

         Item 5. Interests of Named Experts and Counsel.

         Not applicable

         Item 6. Indemnification of Directors and Officers.

         Section 102 of the Delaware General Corporation Law ("DGCL"), as
amended, allows a corporation to eliminate the personal liability of directors
of a corporation to the corporation or its stockholders for monetary damages for
a breach of fiduciary duty as a director, except where the director breached his
duty of loyalty, failed to act in good faith, engaged in intentional misconduct
or knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware law or obtained an improper personal
benefit.

         Section 145 of the DGCL provides, among other things, that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, agent or
employee of the corporation or is or was serving at the corporation's request as
a director, officer, agent, or employee of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, including attorneys'
fees, judgment, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding. The
power to indemnify applies (a) if such person is successful on the merits or
otherwise in defense of any action, suit or proceeding or (b) if such person
acted in good faith and in a manner he reasonably believed to be in the best
interest, or not opposed to the best interest, of the corporation, and with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The power to indemnify applies to actions brought by
or in the right of the corporation as well, but only to the extent of defense
expenses (including attorneys' fees but excluding amounts paid in settlement)
actually and reasonably incurred and not to any satisfaction of judgment or
settlement of the claim itself, and with the further limitation that in such
actions no indemnification shall be made in the event of any adjudication of
negligence or misconduct in the performance of duties to the corporation, unless
the court believes that in light of all the circumstances indemnification should
apply.

         Section 174 of the DGCL provides, among other things, that a director,
who willfully or negligently approves of an unlawful payment of dividends or an
unlawful stock purchase or redemption, may be held liable for such actions. A
director who was either absent when the unlawful actions were approved or
dissented at the time, may avoid liability by causing his or her dissent to such
actions to be entered in the books containing the minutes of the meetings of the
board of directors at the time such action occurred or immediately after such
absent director receives notice of the unlawful acts.


                                      II-2
<PAGE>

         The registrant's certificate of incorporation, as amended, eliminates,
to the fullest extent permitted by the DGCL, a director's personal liability to
the registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director.

         In addition, the registrant's by-laws provide that the registrant will
indemnify its officers and directors to the full extent permitted by the laws of
the State of Delaware.

         Item 7. Exemption from Registration Claimed.

         Not Applicable.

         Item 8. Exhibits.

            Exhibit No.      Description
            -----------      -----------
            5                Opinion of Blank Rome LLP
            23.1             Consent of BDO Seidman, LLP
            23.2             Consent of Brady Ware & Schoenfeld, Inc.
            23.3             Consent of Blank Rome LLP (included in Exhibit 5)
            24.1             Power of Attorney (included on the Signature Page
                             of this Registration Statement)

         Item 9. Undertakings.

         The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the registration statement any facts or
                           events arising after the effective date of the
                           prospectus (or the most recent post-effective
                           amendments thereto) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high and of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and prices represent no more than 20 percent change


                                      II-3
<PAGE>

                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration Fee" table in the
                           effective registration statement; and

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement.

                  provided, however, that paragraphs (1)(i) and (1)(ii) do not
                  apply if the information required to be filed with a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Commission by
                  the Registrant pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934 that are incorporated by
                  reference in the registration statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final adjudication
of such issue.


                                      II-4
<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Nashua, New Hampshire, on this 29th day of September 2004.

                                    iCAD, Inc.


                                    By: /s/ W. Scott Parr
                                        -------------------------
                                        W. Scott Parr, Chief Executive Officer

         Each person whose signature appears below authorizes each of W. Scott
Parr and Annette Heroux, or either of them acting individually, as his true and
lawful attorney-in-fact, each with full power of substitution, to sign the
Registration Statement on Form S-8 of iCAD, inc., including any and all
pre-effective and post-effective amendments, in the name and on behalf of each
such person, individually and in each capacity stated below, and to file the
same, with exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person in the capacities
and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                     Title                          Date
---------                                     -----                          ----

<S>                             <C>                                    <C>
/s/ W. Scott Parr               Chief Executive Officer and Director   September 29, 2004
---------------------------     (Principal Executive Officer)
W. Scott Parr

 /s/ Annette Heroux             Chief Financial Officer (Principal     September 29, 2004
---------------------------     Financial and Accounting Officer)
Annette Heroux

/s/ Robert Howard               Chairman of the Board and Director     September 29, 2004
---------------------------
Robert Howard

/s/ Rachel Brem                 Director                               September 29, 2004
---------------------------
Rachel Brem

/s/ George Farley               Director                               September 29, 2004
---------------------------
George Farley

/s/ James Harlan                Director                               September 29, 2004
---------------------------
James Harlan

/s/ Steven Rogers               Director                               September 29, 2004
---------------------------
Steven Rogers
</TABLE>


                                      II-5
<PAGE>


<TABLE>
<CAPTION>
Signature                                     Title                          Date
---------                                     -----                          ----

<S>                             <C>                                    <C>
/s/ Maha Y. Sallam              Director                               September 29, 2004
---------------------------
Dr. Maha Y. Sallam

                                Director                               , 2004
---------------------------
Herschel Sklaroff

/s/ Elliot Sussman              Director                               September 29, 2004
---------------------------
Dr. Elliot Sussman
</TABLE>



                                      II-6
<PAGE>


      Exhibit Index


Exhibit No.       Description
-----------       -----------

      5           Opinion of Blank Rome LLP
   23.1           Consent of BDO Seidman, LLP
   23.2           Consent of Brady Ware & Schoenfeld, Inc.
   23.3           Consent of Blank Rome LLP (included in Exhibit 5)
   24.1           Power of Attorney (included on Signature Page of the
                  Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "v07241_s8.txt", "secsgml_size_bytes": 20150}]
{"company-data": {"conformed-name": "ICAD INC", "cik": "0000749660", "assigned-sic": "3577", "irs-number": "020377419", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119509", "film-number": "041062670"}, "business-address": {"street1": "4 TOWNSEND WEST, SUITE 17", "city": "NASHUA", "state": "NH", "zip": "03063", "phone": "603-882-5200"}, "mail-address": {"street1": "4 TOWNSEND WEST, SUITE 17", "city": "NASHUA", "state": "NH", "zip": "03063"}, "former-company": {"former-conformed-name": "HOWTEK INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on October 4, 2004.
                                                            Registration No.333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 --------------

                                   iCAD, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                    02-0377419
---------------------------------           ------------------------------------
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

4 Townsend West, Suite 17, Nashua, New Hampshire         03063
------------------------------------------------     --------------
    (Address of principal executive offices)           (Zip Code)

                           2004 Stock Incentive Plan
                           -------------------------
                            (Full title of the plan)

                     W. Scott Parr, Chief Executive Officer
                                   iCAD, Inc.
                            4 Townsend West, Suite 17
                                Nashua, NH 03063
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (603) 882-5200
         -------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Robert J. Mittman, Esq.
                                Ethan Seer, Esq.
                                 Blank Rome LLP
                              405 Lexington Avenue
                            New York, New York 10174
CALCULATION OF REGISTRATION FEE
Proposed Maximum     Proposed Maximum      Amount of
Title of Securities       Amount to be     Aggregate Offering   Aggregate Offering   Registration
 to be Registered        Registered (1)    Price Per Share(2)        Price (2)            Fee
--------------------    ----------------   ------------------   ------------------   ------------
Common Stock, par       1,000,000 shares         $3.33              $3,300,000         $ 418.11
value $.01 per share
(1)   In addition, pursuant to Rule 416 under the Securities Act of 1933, this
      registration statement also registers an indeterminate number of shares of
      common stock which may be issued pursuant to the anti-dilution provisions
      of the registrant's 2004 Stock Incentive Plan.

(2)   Calculated solely for the purpose of determining the registration fee
      pursuant to Rule 457 under the Securities Act of 1933 based upon the
      average of the high and low sales prices of the registrant's common stock
      as reported on Nasdaq on September 29, 2004.
I-1
516885.01111/6355592v1
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Item 1. Plan Information.*

         Item 2. Registrant Information and Employee Plan Annual Information.*

         * Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3. Incorporation of Documents by Reference.

         The following documents previously filed by the registrant with the
Securities and Exchange Commission (the "SEC") are incorporated by reference in
this Registration Statement:

         1.       Annual Report on Form 10-K for the fiscal year ended December
                  31, 2003.

         2.       Quarterly Report on Form 10-Q for the quarter ended March 31,
                  2004.

         3.       Quarterly Report on Form 10-Q for the quarter ended June 30,
                  2004.

         4.       Current Report on Form 8-K for the event dated December 31,
                  2003 filed with the SEC on January 15, 2004.

         5.       Amendment No. 1 to the Current Report on Form 8-K for the
                  event dated December 31, 2003 filed with the SEC on March 15,
                  2004.

         6.       The description of the registrant's common stock contained in
                  its Registration Statement on Form 8-A together with any
                  amendments thereto.

         7.       All documents subsequently filed by the registrant pursuant to
                  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
                  Act of 1934, prior to the filing of a post-effective amendment
                  which indicates that all securities offered have been sold or
                  which deregisters all securities then remaining unsold, shall
                  be deemed to be incorporated by reference in this Registration
                  Statement and to be a part hereof from the respective date of
                  filing of such documents. Any statement contained in a
                  document incorporated by reference herein is modified or
                  superseded for all purposes to the extent that a statement
                  contained in this Registration Statement or in any other
                  subsequently filed document which is incorporated by reference
                  modifies or replaces such statement.

         Any reference herein shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
herein or in any other subsequently filed documents which also is incorporated
or deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

                                      II-1
Item 4. Description of Securities.

         Not applicable.

         Item 5. Interests of Named Experts and Counsel.

         Not applicable

         Item 6. Indemnification of Directors and Officers.

         Section 102 of the Delaware General Corporation Law ("DGCL"), as
amended, allows a corporation to eliminate the personal liability of directors
of a corporation to the corporation or its stockholders for monetary damages for
a breach of fiduciary duty as a director, except where the director breached his
duty of loyalty, failed to act in good faith, engaged in intentional misconduct
or knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware law or obtained an improper personal
benefit.

         Section 145 of the DGCL provides, among other things, that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, agent or
employee of the corporation or is or was serving at the corporation's request as
a director, officer, agent, or employee of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, including attorneys'
fees, judgment, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding. The
power to indemnify applies (a) if such person is successful on the merits or
otherwise in defense of any action, suit or proceeding or (b) if such person
acted in good faith and in a manner he reasonably believed to be in the best
interest, or not opposed to the best interest, of the corporation, and with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The power to indemnify applies to actions brought by
or in the right of the corporation as well, but only to the extent of defense
expenses (including attorneys' fees but excluding amounts paid in settlement)
actually and reasonably incurred and not to any satisfaction of judgment or
settlement of the claim itself, and with the further limitation that in such
actions no indemnification shall be made in the event of any adjudication of
negligence or misconduct in the performance of duties to the corporation, unless
the court believes that in light of all the circumstances indemnification should
apply.

         Section 174 of the DGCL provides, among other things, that a director,
who willfully or negligently approves of an unlawful payment of dividends or an
unlawful stock purchase or redemption, may be held liable for such actions. A
director who was either absent when the unlawful actions were approved or
dissented at the time, may avoid liability by causing his or her dissent to such
actions to be entered in the books containing the minutes of the meetings of the
board of directors at the time such action occurred or immediately after such
absent director receives notice of the unlawful acts.

                                      II-2
The registrant's certificate of incorporation, as amended, eliminates,
to the fullest extent permitted by the DGCL, a director's personal liability to
the registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director.

         In addition, the registrant's by-laws provide that the registrant will
indemnify its officers and directors to the full extent permitted by the laws of
the State of Delaware.

         Item 7. Exemption from Registration Claimed.

         Not Applicable.

         Item 8. Exhibits.

            Exhibit No.      Description
            -----------      -----------
            5                Opinion of Blank Rome LLP
            23.1             Consent of BDO Seidman, LLP
            23.2             Consent of Brady Ware & Schoenfeld, Inc.
            23.3             Consent of Blank Rome LLP (included in Exhibit 5)
            24.1             Power of Attorney (included on the Signature Page
                             of this Registration Statement)

         Item 9. Undertakings.

         The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the registration statement any facts or
                           events arising after the effective date of the
                           prospectus (or the most recent post-effective
                           amendments thereto) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high and of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and prices represent no more than 20 percent change

                                      II-3
in the maximum aggregate offering price set forth in
                           the "Calculation of Registration Fee" table in the
                           effective registration statement; and

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement.

                  provided, however, that paragraphs (1)(i) and (1)(ii) do not
                  apply if the information required to be filed with a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Commission by
                  the Registrant pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934 that are incorporated by
                  reference in the registration statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final adjudication
of such issue.

                                      II-4
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Nashua, New Hampshire, on this 29th day of September 2004.

                                    iCAD, Inc.

                                    By: /s/ W. Scott Parr
                                        -------------------------
                                        W. Scott Parr, Chief Executive Officer

         Each person whose signature appears below authorizes each of W. Scott
Parr and Annette Heroux, or either of them acting individually, as his true and
lawful attorney-in-fact, each with full power of substitution, to sign the
Registration Statement on Form S-8 of iCAD, inc., including any and all
pre-effective and post-effective amendments, in the name and on behalf of each
such person, individually and in each capacity stated below, and to file the
same, with exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person in the capacities
and on the dates indicated.
Signature                                     Title                          Date
---------                                     -----                          ----
/s/ W. Scott Parr               Chief Executive Officer and Director   September 29, 2004
---------------------------     (Principal Executive Officer)
W. Scott Parr

 /s/ Annette Heroux             Chief Financial Officer (Principal     September 29, 2004
---------------------------     Financial and Accounting Officer)
Annette Heroux

/s/ Robert Howard               Chairman of the Board and Director     September 29, 2004
---------------------------
Robert Howard

/s/ Rachel Brem                 Director                               September 29, 2004
---------------------------
Rachel Brem

/s/ George Farley               Director                               September 29, 2004
---------------------------
George Farley

/s/ James Harlan                Director                               September 29, 2004
---------------------------
James Harlan

/s/ Steven Rogers               Director                               September 29, 2004
---------------------------
Steven Rogers
II-5
Signature                                     Title                          Date
---------                                     -----                          ----
/s/ Maha Y. Sallam              Director                               September 29, 2004
---------------------------
Dr. Maha Y. Sallam

                                Director                               , 2004
---------------------------
Herschel Sklaroff

/s/ Elliot Sussman              Director                               September 29, 2004
---------------------------
Dr. Elliot Sussman
II-6
Exhibit Index

Exhibit No.       Description
-----------       -----------

      5           Opinion of Blank Rome LLP
   23.1           Consent of BDO Seidman, LLP
   23.2           Consent of Brady Ware & Schoenfeld, Inc.
   23.3           Consent of Blank Rome LLP (included in Exhibit 5)
   24.1           Power of Attorney (included on Signature Page of the
                  Registration Statement)