X0202 5/A 2005-12-31 2006-02-14 0 0 0 0000749660 ICAD INC icad 0000902740 HOWARD ROBERT 988 5TH AVENUE NEW YORK NY 10021 1 0 1 0 Common Stock 2005-01-17 5 G 0 81000 0 D 2872163 D Common Stock 20000 I By Spouse Common Stock 2000000 I By RH Research Convertible Revolving Credit Promissory Note 6.216 2005-12-31 5 D 0 41094 41094 D 2003-11-18 Commnon Stock 6611 108906 D The exercise price of the Convertible Revolving Credit Promissory Note (the "Note") is the lesser of (i) the closing sales price of the underlying common stock on the date the funds under the Note were advanced to the issuer ($6.216 as noted above) or (ii) the closing sale price of the common stock on the business day immediately preceding the conversion date of the Note. The reported transaction reflects the repayment by the issuer of a portion of the Note prior to any conversion of the Note. The Note does not have an expiration date. The number of shares reported as issuable upon exercise of the Note is based dupon the $6,216 per share conversion price. The number of shares is subject to increase pursant to the terms of the Note as discussed in footnote (1) above. /s/ Annette Heroux, Attoney-in-fact 2006-06-22