S-8

As filed with the Securities and Exchange Commission on May 16, 2011

          Registration File No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

________________

OPHTHALMIC IMAGING SYSTEMS

(Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation or organization)	94-3035367 (I.R.S. Employer Identification No.)
221 Lathrop Way, Suite I Sacramento, CA (Address of Principal Executive Offices)	95815 (Zip Code)

2011 STOCK OPTION PLAN

(Full title of the plan)

Ariel Shenhar, Chief Financial Officer

c/o Ophthalmic Imaging Systems

221 Lathrop Way, Suite I

Sacramento, CA 95815

(Name and address of agent for service)

(916) 646-2020

(Telephone number, including area code, of agent for service)

with a copy to:

Henry I. Rothman, Esq.

Troutman Sanders, LLP

The Chrysler Building

405 Lexington Avenue

New York, New York  10174

(212) 704-6000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o (Do not check if smaller reporting company)	Smaller reporting company	x

CALCULATION OF REGISTRATION FEE

Title of Securities to Be Registered	Amount to Be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock,  no par value	1,000,000 shares(2)	$0.80(3)	$800,000	$92.88
TOTAL	1,000,000 shares			$92.88

(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers such indeterminate number of shares of Common Stock as may be issued resulting from stock splits, stock dividends or similar transactions.

(2) Shares underlying options to be granted under the registrant’s 2011 Stock Option Plan.

(3) Estimated solely for the purpose of calculating the registration fee on the basis of, pursuant to Rules 457(c) and 457(h), the last sale price reported of the registrant's Common Stock on May 13, 2011.

PART I.

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the 2011 Stock Option Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).  Such documents are not required to be, and are not being, filed by Ophthalmic Imaging Systems (the “Company”) with the Securities and Exchange Commission (the “Commission”), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.  Such documents, together with the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement on Form S-8, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents heretofore filed by the Company with the Commission are incorporated herein by reference: (1) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the Commission on April 15, 2011, (2) the Company’s Current Reports on Form 8-K filed with the Commission on February 16, 2011, March 9, 2011 and March 23, 2011,and (3) the description of the Company’s Common Stock contained in its Registration Statement on Form 8-A filed with the Commission on May 13, 1992, including any amendment or report filed for the purpose of updating such description.

All documents filed subsequent to the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, 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 date of the filing of such documents.  Any statement contained in a document incorporated or deemed to be incorporated herein by reference 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 document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.

Any documents or information “furnished” and not “filed” in accordance with the Commission rules shall not be deemed incorporated in this registration statement.

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 317 of the California Corporations Code (“Section 317”) states that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful.  In addition, a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending,

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or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its shareholders.

With regard to a provision authorizing the indemnification of directors or agents in excess of that expressly permitted by Section 317, Section 204 of the California Corporations Code (“Section 204”) stipulates that (A) such a provision may not eliminate or limit the liability of directors or agents, among other things, (i) for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) for acts or omissions that a director or agent believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director or agent, (iii) for any transaction from which a director or agent derived an improper personal benefit, (iv) for acts or omissions that show a reckless disregard for the director’s or agent’s duty to the corporation or its shareholders in circumstances in which the director or agent was aware, or should have been aware, in the ordinary course of performing a director’s or agent’s duties, of a risk of serious injury to the corporation or its shareholders, or (v) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s or agent’s duty to the corporation or its shareholders, (B) no such provision shall eliminate or limit the liability of a director or agent for any act or omission occurring prior to the date when the provision becomes effective, and (C) no such provision shall eliminate or limit the liability of an officer for any act or omission as an officer, notwithstanding that the officer is also a director or agent or that his or her actions, if negligent or improper, have been ratified by the directors.

For purposes of Section 317, “agent” means any person who is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of the predecessor corporation; “proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and “expenses” includes without limitation attorneys’ fees and any expenses of establishing a right to indemnification.

The Company’s Articles of Incorporation provides that the liability of the directors for monetary damages shall be eliminated to the fullest extent under California Law.  In addition, it provides that the Company is authorized to provide indemnification to agents (as defined in Section 317) for breach of duty to the Company and its shareholders through bylaw provisions or through agreements with agents, or both, in excess of the indemnification permitted by Section 317, subject to the limits on such excess indemnification set forth in Section 204.   The Bylaws of the Company provide that the Company may indemnify any director, officer, agent or employee as to those liabilities and those terms and conditions as are specified in Section 317, and that the Company shall have the right to purchase and maintain insurance on behalf of any such person whether or not the Company would have the power to indemnify such person against the liability insured against.

Item 7.  Exemption from Registration Claimed.

Not Applicable.

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Item 8.  Exhibits.

Exhibit Number
5.1	Opinion and consent of Troutman Sanders LLP, counsel to the Company, as to the legality of the securities being offered.*
23.1	Consent of Perry-Smith LLP.*
23.2	Consent of Troutman Sanders LLP (contained in Exhibit 5).*
24	Power of Attorney (contained in the signature page to this registration statement).
99.1	2011 Stock Option Plan.*
99.2	Form of Incentive Stock Option Agreement for the grant of stock options to employees of Registrant under the 2011 Plan.*
99.3	Form of Nonstatutory Stock Option Agreement for the grant of stock options to non-employees of Registrant under the 2011 Plan.*

*Filed herewith

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 prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) 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 price represent no more than 20 percent change 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 registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed 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.

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(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 this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, 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 the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the City of Sacramento, State of California, on May 16, 2011.

OPHTHALMIC IMAGING SYSTEMS

By: /s/ Ariel Shenhar

Name:  Ariel Shenhar

Title:    Chief Financial Officer

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POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Gil Allon and Ariel Shenhar his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Gil Allon	Chief Executive Officer and Director	May 16, 2011
Gil Allon	(Principal Executive Officer)
/s/ Ariel Shenhar	Chief Financial Officer and Secretary (Principal Financial and	May 16, 2011
Ariel Shenhar	Accounting Officer)
/s/ John Brown	Director	May 16, 2011
John Brown
/s/ Uri Ram	Director	May 16, 2011
Uri Ram
/s/ Uri Geiger	Director	May 16, 2011
Uri Geiger
/s/ Menachem Inbar	Director	May 16, 2011
Menachem Inbar
/s/ Barak Azmon	Director	May 16, 2011
Barak Azmon
	Director	May 16, 2011
Jonathan Philips
/s/ Merle Symes	Director	May 16, 2011
Merle Symes
/s/ Yigal Berman	Director	May 16, 2011
Yigal Berman

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EXHIBIT INDEX

Exhibit Number
5.1	Opinion and consent of Troutman Sanders LLP, counsel to the Company, as to the legality of the securities being offered.*
23.1	Consent of Perry-Smith LLP.*
23.2	Consent of Troutman Sanders LLP (contained in Exhibit 5).*
24	Power of Attorney (contained in the signature page to this registration statement).
99.1	2011 Stock Option Plan.*
99.2	Form of Incentive Stock Option Agreement for the grant of stock options to employees of Registrant under the 2011 Plan.*
99.3	Form of Nonstatutory Stock Option Agreement for the grant of stock options to non-employees of Registrant under the 2011 Plan.*

*Filed herewith

EX-5.1

Exhibit 5.1

   

May 16, 2011

Ophthalmic Imaging Systems

221 Lathrop Way, Suite I

Sacramento, CA  95815

Re:           Ophthalmic Imaging Systems

Dear Sir or Madam:

We have acted as counsel to Ophthalmic Imaging Systems, a California corporation (the “Company”), in connection with a Registration Statement on Form S-8 (the “Registration Statement”) being filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), covering an aggregate of 1,000,000 shares of the Company’s common stock, no par value  (the “Common Stock”), and such additional indeterminate number of shares of Common Stock as may be issued under the anti-dilution provisions of the Company’s 2011 Stock Option Plan (the “2011 Plan”) (collectively, the “Shares”), issuable upon the exercise of options which may from time to time be granted by the Company to employees (including officers and directors who are employees) of the Company, consultants, advisors and non-employee directors of the Company under the 2011 Plan.

This opinion is being furnished in accordance with the requirements of Item 8(a) of Form S-8 and 601(b)(5)(i) of Regulation S-K promulgated under the Act.

In rendering the opinions expressed below, we have examined the Registration Statement and the exhibits thereto filed with the Commission on the date hereof, the Articles of Incorporation of the Company, as amended, the Amended and Restated By-laws of the Company, the 2011 Plan, the forms of Incentive Stock Option Agreement and Nonstatutory Stock Option Agreement under the 2011 Plan, and the minutes and corporate proceedings of the Company’s Board of Directors adopting the 2011 Plan.  In addition, we have examined and relied upon such other matters of law, certificates and examinations of public officials and officers and representatives of the Company and have made such other investigations as we have deemed relevant to the rendering of this opinion.  In all of our examinations, we have assumed the accuracy of all information furnished to us and the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified, facsimile, photostatic or conformed copies thereof, the authenticity of the originals of such latter documents, as well as the genuineness of all signatures on all documents furnished to us, the legal capacity of natural persons and the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof.

Our opinion is limited to the date hereof and we do not in any event undertake to advise you of any facts or circumstances occurring or coming to our attention subsequent to the date hereof.

Finally, we are counsel admitted to practice in the State of California, and we express no opinion on any laws other than the laws of the State of California and the federal laws of the United States of America.  We are not opining on state securities laws.

Based upon and subject to the foregoing, we are of the opinion that the Shares will be, when issued and paid for pursuant to the provisions of the 2011 Plan and the applicable option contract, legally issued, fully paid and non-assessable.

We hereby consent to the filing of a copy of this opinion with the Commission as Exhibit 5.1 to the Registration Statement.  In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the Commission promulgated thereunder or Item 509 of Regulation S-K promulgated under the Act.

 Very truly yours,

 /s/ Troutman Sanders LLP

 TROUTMAN SANDERS LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Ophthalmic Imaging Systems of our report dated April 15, 2011, relating to our audit of the consolidated financial statements, which appear in the Annual Report on Form 10-K of Ophthalmic Imaging Systems for the year ended December 31, 2010.

 /s/ Perry-Smith LLP

Sacramento, California

May 13, 2011

EX-99.1

Exhibit 99.1

OPHTHALMIC IMAGING SYSTEMS

2011 STOCK OPTION PLAN

           1.           Purposes of the Plan.

                                (a)           This stock option plan (the “Plan”) is intended to provide an incentive to employees (including directors and officers who are employees) and non-employee directors of, and consultants and advisors to, Ophthalmic Imaging Systems, a California corporation (the “Company”) or any of its Subsidiaries, and to offer an additional inducement in obtaining the services of such individuals.

                                (b)           The Plan provides for the grant of “incentive stock options” (“ISOs”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), stock options which do not qualify as ISOs (“NQSOs”), and shares of stock of the Company that may be subject to contingencies or restrictions (“Restricted Stock”).  ISOs and NQSOs are collectively referred to herein as “Options,” and Options and Restricted Stock are collectively referred to as “Awards.”  The Company makes no representation or warranty, express or implied, as to the qualification of any Option as an “incentive stock option” or any other treatment of an Award under the Code.

                                (c)            Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 18 below.

           2.           Stock Subject to the Plan.  Subject to the provisions of Section 11, the aggregate number of shares of the Company’s Common Stock, without par value (“Common Stock”), for which Awards may be granted under the Plan shall not exceed One Million (1,000,000) shares.  Such shares of Common Stock may, in the discretion of the Board of Directors of the Company (the “Board of Directors”), consist either in whole or in part of authorized but unissued shares of Common Stock or shares of Common Stock held in the treasury of the Company.  Subject to the provisions of Section 12, any shares of Common Stock subject to an Award which for any reason expires or is forfeited, canceled, or terminated unexercised or which ceases for any reason to be exercisable, shall again become available for the granting of Awards under the Plan.  The Company shall at all times during the term of the Plan reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of the Plan.

           3.           Administration of the Plan.

                                (a)           The Plan will be administered by the Board of Directors, or by a committee (the “Committee”) consisting of two or more directors appointed by the Board of Directors.  Those administering the Plan shall be referred to herein as the “Administrators.”  Notwithstanding the foregoing, if the Company is or becomes a corporation issuing any class of common equity securities required to be registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the extent necessary to preserve any deduction under Section 162(m) of the Code or to comply with Rule 16b-3 promulgated under the Exchange Act, or any successor rule (“Rule 16b-3”), any Committee appointed by the Board of Directors to administer the Plan shall be comprised of two or more directors each of whom shall be a “non-employee director,” within the meaning of Rule 16b-3, and an “outside director,” within the meaning of Treasury Regulation Section 1.162-27(e)(3), and the delegation of powers to the Committee shall be consistent with applicable laws and regulations (including, without limitation, applicable state law and Rule 16b-3).  Unless otherwise provided in the By-Laws of the Company, by resolution of the Board of Directors or applicable law, a majority of the members of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, and any acts approved in writing by all members without a meeting, shall be the acts of the Committee.

                                (b)           Subject to the express provisions of the Plan, the Administrators shall have the authority, in their sole discretion, to determine each person who shall be granted an Award; the type of Award to be granted, the times when an Award shall be granted; whether an Option granted to a Designee (as defined in Section 4 below) shall be an ISO or a NQSO; the number of shares of Common Stock to be subject to each Award, and the terms on which each Award shall be exercised; the date each Award shall vest and/or become exercisable; whether an Award shall vest and/or be exercisable in whole or in installments, and, if in installments, the number of shares of

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Common Stock to be subject to each installment; whether the installments shall be cumulative; the date each installment shall become exercisable and the term of each installment; whether to accelerate the date of grant of any Award or the exercise of any Option hereunder (or any installment of any such Award); whether shares of Common Stock may be issued upon the exercise of an Option granted under the Plan as partly paid, and, if so, the dates when future installments of the exercise price shall become due and the amounts of such installments; the exercise price or other amount to be paid in connection with the exercise of an Option granted under the Plan; the form of payment of the exercise price; the fair market value of a share of Common Stock; the restrictions and/or contingencies, if any, imposed with respect to an Award and whether and under what conditions to waive any such restrictions and/or contingencies; whether and under what conditions to restrict the sale or other disposition of the shares of Common Stock acquired upon the grant of an Award or exercise of an Option granted under the Plan and, if so, whether and under what conditions to waive any such restriction and/or contingencies; whether and under what conditions to subject the grant of all or any portion of an Award, the exercise of all or any portion of an Option granted under the Plan, the vesting of an Award, or the shares acquired pursuant to the exercise of an Option granted under the Plan to the fulfillment of certain restrictions and/or contingencies as specified in the contract or other document evidencing the Award (the “Agreement”), including, without limitation, restrictions and/or contingencies relating to (i) entering into a covenant not to compete with the Company, its Parent (if any) and any of its Subsidiaries, (ii) financial objectives for the Company, any of its Subsidiaries, a division, a product line or other category and/or (iii) the period of continued employment with the Company or any of its Subsidiaries, and to determine whether such restrictions or contingencies have been met; whether to accelerate the date on which an Award may vest or an Option may be exercised or to waive any restriction or limitation with respect to an Award; the amount, if any, necessary to satisfy the obligation of the Company, any of its Subsidiaries or any Parent to withhold taxes or other amounts; whether a Designee has a Disability; with the consent of the Designee, to cancel or modify an Award; provided, however, that the modified provision is permitted to be included in an Award granted under the Plan on the date of the modification; provided, further, however, that in the case of a modification (within the meaning of Section 424(h) of the Code) of an ISO, such Option as modified would be permitted to be granted on the date of such modification under the terms of the Plan; to construe the respective Agreements and the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan; to approve any provision of the Plan or any Award granted under the Plan or any amendment to either which, under Rule 16b-3 or Section 162(m) of the Code, requires the approval of the Board of Directors, a committee of non-employee directors or the shareholders, in order to be exempt under Section 16(b) of the Exchange Act (unless otherwise specifically provided herein) or to preserve any deduction under Section 162(m) of the Code; and to make all other determinations necessary or advisable for administering the Plan.  Any controversy or claim arising out of or relating to the Plan, any Award granted under the Plan or any Agreement shall be determined unilaterally by the Administrators in their sole discretion.  The determinations of the Administrators on matters referred to in this Section 3 shall be conclusive and binding on all parties.  No Administrator or former Administrator shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted hereunder.

           4.           Eligibility.  The Administrators may from time to time, consistent with the purposes of the Plan, grant Awards to (a) employees (including officers and directors who are employees) of the Company, any of its Subsidiaries or the Parent, (b) consultants to the Company, any of its Subsidiaries or the Parent, (c) advisors to the Company, any of its Subsidiaries or the Parent, and (b) such directors of the Company who, at the time of grant, are not common law employees of the Company, as the Administrators may determine in their sole discretion (each, a “Designee”).  Such Awards granted shall cover the number of shares of Common Stock that the Administrators may determine in their sole discretion; provided, however, that if on the date of grant of an Award any class of common stock of the Company (including without the limitation the Common Stock) is required to be registered under Section 12 of the Exchange Act, the maximum number of shares subject to Awards that may be granted to any recipient under the Plan during any calendar year shall be 200,000 shares; provided further, however, that the aggregate fair market value (determined at the time any Option is granted) of the shares of Common Stock for which any eligible employee may be granted ISOs under the Plan or any other plan of the Company, or of a Parent or a Subsidiary of the Company, which are exercisable for the first time by such Designee during any calendar year shall not exceed One Hundred Thousand Dollars ($100,000).  The One Hundred Thousand Dollar ($100,000) ISO limitation amount shall be applied by taking ISOs into account in the order in which they were granted.  Any Option (or portion thereof) granted in excess of such ISO limitation amount shall be treated as a NQSO to the extent of such excess.

           5.           Grant of Options.

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                                (a)           The Administrators may from time to time, in their sole discretion, consistent with the purposes of the Plan, grant Options to one or more Designees.

                                (b)           The exercise price of the shares of Common Stock under each Option shall be determined by the Administrators in their sole discretion; provided, however, that the exercise price of an ISO or any Option intended to satisfy the performance-based compensation exemption to the deduction limitation under Section 162(m) of the Code shall not be less than the fair market value of the Common Stock subject to such option on the date of grant; and provided, further, however, that if, at the time an ISO is granted, the Designee owns (or is deemed to own under Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, any of its Subsidiaries or the Parent, the exercise price of such ISO shall not be less than one hundred and ten percent (110%) of the fair market value of the Common Stock subject to such ISO on the date of grant.

                                 (c)           Each Option granted pursuant to the Plan shall be for such term as is established by the Administrators, in their sole discretion, at or before the time such Option is granted; provided, however, that the term of each Option granted pursuant to the Plan shall be for a period not exceeding ten (10) years from the date of grant thereof, and provided further, that if, at the time an ISO is granted, the Designee owns (or is deemed to own under Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, any of its Subsidiaries or the Parent, the term of the ISO shall be for a period not exceeding five (5) years from the date of grant.  Options shall be subject to earlier termination as hereinafter provided.

           6.           Restricted Stock.  The Administrators, in their sole discretion, may from time to time, consistent with the purposes of the Plan, grant shares of Common Stock to one or more Designees on such terms and conditions as the Administrators may determine in the applicable Agreement.  The grant may require the Designee to pay such price per share therefore, if any, as the Administrators may determine in their sole discretion.  The Administrators may subject such shares to such contingencies and restrictions as the Administrators may in their sole discretion determine, including, but not limited to, requirements to forfeit all or a portion of such shares back to the Company for no consideration, voting agreements and the withholding of dividends and other payments with respect to the shares.  Until such time as all of the restrictions and contingencies lapse, the Administrators may require that such shares be held by the Company, together with a stock power duly endorsed in blank by the Designee.

           7.           Rules of Operation.

                                (a)           The fair market value of a share of Common Stock on any day shall be (i) if the principal market for the Common Stock is a national securities exchange, the average of the highest and lowest sales prices per share of the Common Stock on such day as reported by such exchange or on a consolidated tape reflecting transactions on such exchange, (ii) if the principal market for the Common Stock is not a national securities exchange and the Common Stock is quoted on the Nasdaq Stock Market (“Nasdaq”), and (A) if actual sales price information is available with respect to the Common Stock, the average of the highest and lowest sales prices per share of the Common Stock on such day on Nasdaq, or (B) if such information is not available, the average of the highest bid and the lowest asked prices per share for the Common Stock on such day on Nasdaq, or (iii) if the principal market for the Common Stock is not a national securities exchange and the Common Stock is not quoted on Nasdaq, the average of the highest bid and lowest asked prices per share for the Common Stock on such day as reported on the OTC Bulletin Board Service or by National Quotation Bureau, Incorporated or a comparable service; provided, however, that if clauses (i), (ii) and (iii) of this Section 7(a) are all inapplicable because the Company’s Common Stock is not publicly traded, or if no trades have been made or no quotes are available for such day, the fair market value of a share of Common Stock shall be determined by the Administrators by any method consistent with any applicable regulations adopted by the Treasury Department relating to stock options.

                                (b)           An Option granted under the Plan (or any installment thereof), to the extent then vested and exercisable, shall be exercised by giving written notice to the Company at its principal office stating which Option is being exercised, specifying the number of shares of Common Stock as to which such Option is being exercised and accompanied by payment in full of the aggregate exercise price therefore (or the amount due on

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exercise if the applicable Agreement permits installment payments) (i) in cash and/or by certified check, (ii) with the authorization of the Administrators, with previously acquired shares of Common Stock having an aggregate fair market value, on the date of exercise, equal to the aggregate exercise price of all Awards being exercised, or (iii) some combination thereof; provided, however, that in no case may shares be tendered if such tender would require the Company to incur a charge against its earnings for financial accounting purposes.  The Company shall not be required to issue any shares of Common Stock pursuant to the exercise of any Option until all required payments with respect thereto, including payments for any required withholding amounts, have been made.

                                (c)           The Administrators may, in their sole discretion, permit payment of the exercise price of an Option granted under the Plan by delivery by the Designee of a properly executed notice, together with a copy of the Designee’s irrevocable instructions to a broker acceptable to the Administrators to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay such exercise price.  In connection therewith, the Company may enter into agreements for coordinated procedures with one or more brokerage firms.

                                (d)           In no case may a fraction of a share of Common Stock be purchased or issued under the Plan.

                                (e)           A Designee shall not have the rights of a shareholder with respect to such shares of Common Stock to be received upon the exercise or grant of an Award until the date of issuance of a stock certificate to the Designee for such shares or, in the case of uncertificated shares, until the date an entry is made on the books of the Company’s transfer agent representing such shares; provided, however, that until such stock certificate is issued or until such book entry is made, any Designee using previously acquired shares of Common Stock in payment of an Option exercise price shall continue to have the rights of a shareholder with respect to such previously acquired shares.

           8.           Termination of Relationship.

                                (a)           Except as may otherwise be expressly provided in the applicable Agreement, any Designee whose employment, consulting or advisory relationship with the Company, its Parent and any of its Subsidiaries has terminated for any reason other than the death or Disability of the Designee may exercise any Option granted to the Designee as an employee, consultant or advisor, to the extent exercisable on the date of such termination, at any time within three (3) months after the date of termination, but not thereafter and in no event after the date the Option would otherwise have expired; provided, however, that if the Designee’s employment is terminated for Cause, such Option shall terminate immediately.

                                (b)           For the purposes of the Plan, an employment relationship shall be deemed to exist between an individual and a corporation if, at the time of the determination, the individual was an employee of such corporation for purposes of Section 422(a) of the Code.  As a result, an individual on military leave, sick leave or other bona fide leave of absence shall continue to be considered an employee for purposes of the Plan during such leave if the period of the leave does not exceed ninety (90) days, or, if longer, so long as the individual’s right to re-employment with the Company, any of its Subsidiaries or the Parent is guaranteed either by statute or by contract.  If the period of leave exceeds ninety (90) days and the individual’s right to re-employment is not guaranteed by statute or by contract, the employment relationship shall be deemed to have terminated on the ninety-first (91st) day of such leave.

                                (c)           Except as may otherwise be expressly provided in the applicable Agreement, a Designee whose directorship with the Company has terminated for any reason other than the Designee’s death or Disability may exercise the Options granted to the Designee as a director who was not an employee of or consultant to the Company or any of its Subsidiaries to the extent exercisable on the date of such termination, at any time within three (3) months after the date of termination, but not thereafter and in no event after the date the Option would otherwise have expired; provided, however, that if the Designee’s directorship is terminated for Cause, such Option shall terminate immediately.

                                (d)           Except as may otherwise be expressly provided in the applicable Agreement, Options granted under this Plan to a director, officer, employee, consultant or advisor shall not be affected by any change in the status of the Designee so long as such Designee continues to be a director of the Company, or an

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officer or employee of, or a consultant or advisor to, the Company, any of its Subsidiaries or the Parent (regardless of having changed from one to the other or having been transferred from one entity to another).

                                (e)           Nothing in the Plan or in any Option granted under the Plan shall confer on any person any right to continue in the employ of or as a consultant to the Company, its Parent or any of its Subsidiaries, or as a director of the Company, or interfere in any way with any right of the Company, its Parent or any of its Subsidiaries to terminate such relationship at any time for any reason whatsoever without liability to the Company, its Parent or any of its Subsidiaries.

                                (f)           Except as may otherwise be expressly provided in the applicable Agreement, if a Designee dies (i) while the Designee is employed by, or a consultant or advisor to, the Company, its Parent or any of its Subsidiaries (ii) within three (3) months after the termination of the Designee’s employment, consulting or advisory relationship with the Company, its Parent or any of its Subsidiaries (unless such termination was for Cause or without the consent of the Company) or (iii) within one (1) year following the termination of such employment, consulting or advisory relationship by reason of the Designee’s Disability, any Options granted to the Designee as an employee of, or consultant to, the Company or any of its Subsidiaries, may be exercised, to the extent exercisable on the date of the Designee’s death, by the Designee’s Legal Representative, at any time within one (1) year after death, but not thereafter and in no event after the date the Option would otherwise have expired.  Except as may otherwise be expressly provided in the applicable Agreement, any Designee whose employment, consulting or advisory relationship with the Company, its Parent or any of its Subsidiaries has terminated by reason of the Designee’s Disability may exercise such Options, to the extent exercisable upon the effective date of such termination, at any time within one year after such date, but not thereafter and in no event after the date the Option would otherwise have expired.

                                (g)           Except as may otherwise be expressly provided in the applicable Agreement, if a Designee dies (i) while the Designee is a director of the Company, (ii) within three (3) months after the termination of the Designee’s directorship with the Company (unless such termination was for Cause) or (iii) within one (1) year after the termination of the Designee’s directorship by reason of the Designee’s Disability, the Options granted to the Designee as a director who was not an employee of, or consultant or advisor to, the Company or any of its Subsidiaries, may be exercised, to the extent exercisable on the date of the Designee’s death, by the Designee’s Legal Representative at any time within one (1) year after death, but not thereafter and in no event after the date the Option would otherwise have expired.  Except as may otherwise be expressly provided in the applicable Agreement, a Designee whose directorship with the Company has terminated by reason of Disability may exercise such Options, to the extent exercisable on the effective date of such termination, at any time within one year after such date, but not thereafter and in no event after the date the Option would otherwise have expired.

           9.           Compliance with Securities Laws.

                                (a)           It is a condition to the receipt or exercise of any Award that either (i) a Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Common Stock to be issued upon such grant or exercise shall be effective and current at the time of such grant or exercise, or (ii) there is an exemption from registration under the Securities Act for the issuance of the shares of Common Stock upon such grant or exercise.  Nothing herein shall be construed as requiring the Company to register shares subject to any Award under the Securities Act or to keep any Registration Statement effective or current.

                                (b)           The Administrators may require, in their sole discretion, as a condition to the grant of an Award or the exercise of an Option granted under the Plan, that the Designee execute and deliver to the Company the Designee’s representations and warranties, in form, substance and scope satisfactory to the Administrators, which the Administrators determine is necessary or convenient to facilitate the perfection of an exemption from the registration requirements of the Securities Act, applicable state securities laws or other legal requirements, including without limitation, that (i) the shares of Common Stock to be issued upon the receipt of an Award or the exercise of an Option granted under the Plan are being acquired by the Designee for the Designee’s own account, for investment only and not with a view to the resale or distribution thereof, and (ii) any subsequent resale or distribution of shares of Common Stock by such Designee will be made only pursuant to (A) a Registration Statement under the Securities Act which is effective and current with respect to the shares of Common Stock being

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sold, or (B) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption, the Designee, prior to any offer of sale or sale of such shares of Common Stock, shall provide the Company with a favorable written opinion of counsel satisfactory to the Company, in form, substance and scope satisfactory to the Company, as to the applicability of such exemption to the proposed sale or distribution.

                                (c)           In addition, if at any time the Administrators shall determine that the listing or qualification of the shares of Common Stock subject to any Award on any securities exchange, Nasdaq or under any applicable law, or that the consent or approval of any governmental agency or regulatory body, is necessary or desirable as a condition to, or in connection with, the granting of an Award or the issuance of shares of Common Stock upon exercise of an Award, such Award may not be granted or exercised in whole or in part, as the case may be, unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Administrators.

           10.           Award Agreements.  Each Award shall be evidenced by an appropriate Agreement, which shall be duly executed by the Company and the Designee.  Such Agreement shall contain such terms, provisions and conditions not inconsistent herewith as may be determined by the Administrators in their sole discretion.  The terms of each Award and Agreement need not be identical.

           11.           Adjustments upon Changes in Common Stock.

                                (a)           Notwithstanding any other provision of the Plan, in the event of any change in the outstanding Common Stock by reason of a stock dividend, recapitalization, merger in which the Company is the surviving corporation, spin-off, split-up, combination or exchange of shares or the like which results in a change in the number or kind of shares of Common Stock which are outstanding immediately prior to such event, the aggregate number and kind of shares subject to the Plan, the aggregate number and kind of shares subject to each outstanding Award, and the exercise price of each Award, and the maximum number of shares subject to each Award that may be granted to any employee in any calendar year, shall be appropriately adjusted by the Board of Directors, whose determination shall be conclusive and binding on all parties.  Such adjustment may provide for the elimination of fractional shares that might otherwise be subject to Options without payment therefore.  Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 11 if such adjustment (i) would cause the Plan to fail to comply with Section 422 of the Code or with Rule 16b-3 of the Exchange Act (if applicable to such Award), or (ii) would be considered as the adoption of a new plan requiring shareholder approval.

                                (b)           Except as may otherwise be expressly provided in an applicable Agreement, in the event of (i) a liquidation or dissolution of the Company, or (ii) any transaction (or series of related transactions) that is approved by a majority of the members of the Company’s Board of Directors who were elected by shareholders prior to the first such transaction (including, without limitation, a merger, consolidation, sale of stock by the Company or its shareholders, tender offer or sale of assets) and in which either (A) the voting power (in the election of directors generally) of the Company’s voting securities outstanding immediately prior to such transaction(s) ceases to represent more than fifty percent (50%) of the combined voting power (in the election of directors generally) of the Company or such surviving entity outstanding immediately after such transaction(s), or (B) all or substantially all of the Company’s assets are sold to an unaffiliated third party, the Board of Directors of the Company, or the board of directors of any corporation or other legal entity assuming the obligations of the Company, shall, as to outstanding Options, either (x) make appropriate provision for the protection of any such outstanding Options by the substitution on an equitable basis of appropriate stock of the Company or of the merged, consolidated or otherwise reorganized entity which will be issuable in respect of the shares of Common Stock of the Company, provided that no additional benefits shall be conferred upon optionees as a result of such substitution, and the excess of the aggregate fair market value of the shares subject to the Options immediately after such substitution over the purchase price thereof is not more than the excess of the aggregate fair market value of the shares subject to the Options immediately before such substitution over the purchase price thereof, or (y) upon written notice to the optionees, provide that all unexercised Options must be exercised within a specified number of days of the date of such notice or they will be terminated.  In any such case, the Board of Directors may, in its discretion, accelerate the exercise dates of outstanding Options.

12.           Amendments and Termination of the Plan.  The Plan was adopted by the Board of Directors on March 23, 2011 to be effective March 23, 2011.  No Award may be granted under the Plan after March 23, 2021.

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The Board of Directors, without further approval of the Company's shareholders, may at any time suspend or terminate the Plan, in whole or in part, or amend it from time to time in such respects as it may deem advisable, including without limitation, in order that ISOs granted hereunder meet the requirements for "incentive stock options" under the Code, or to comply with the provisions of Rule 16b-3 or Section 162(m) of the Code or any change in applicable laws or regulations, ruling or interpretation of any governmental agency or regulatory body; provided, however, that no amendment shall be effective, without the requisite prior or subsequent shareholder approval, which would (a) except as contemplated in Section 10, increase the maximum number of shares of Common Stock for which any Awards may be granted under the Plan, (b) change the eligibility requirements for individuals entitled to receive Awards hereunder, or (c) make any change for which applicable law or any governmental agency or regulatory body requires shareholder approval.  No termination, suspension or amendment of the Plan shall adversely affect the rights of a Designee under any Award granted under the Plan without such Designee's consent.  The power of the Administrators to construe and administer any Award granted under the Plan prior to the termination or suspension of the Plan shall continue after such termination or during such suspension.

           13.           Non-Transferability.  Except as may otherwise be expressly provided in the applicable Agreement, no Award granted under the Plan shall be transferable other than by will or the laws of descent and distribution, and Options may be exercised, during the lifetime of the Designee, only by the Designee or the Designee’s Legal Representatives.  Except as may otherwise be expressly provided in the applicable Agreement, an Award, to the extent not vested, shall not be transferable otherwise than by will or the laws or descent and distribution.  Except to the extent provided above, Awards may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process, and any such attempted assignment, transfer, pledge, hypothecation or disposition shall be null and void ab initio and of no force or effect.

           14.           Withholding Taxes.  The Company, its Subsidiary or the Parent, as applicable, may withhold (a) cash or (b) with the consent of the Administrators (in the Agreement or otherwise), shares of Common Stock to be issued under an Award or a combination of cash and shares, having an aggregate fair market value equal to the amount which the Administrators determine is necessary to satisfy the obligation of the Company, a Subsidiary or the Parent to withhold federal, state and local income taxes or other amounts incurred by reason of the grant, vesting, exercise or disposition of an Option, or the disposition of the underlying shares of Common Stock.  Alternatively, the Company may require the Designee to pay to the Company such amount, in cash, promptly upon demand.

           15.           Legends; Payment of Expenses.

                                (a)           The Company may endorse such legend or legends upon the certificates for shares of Common Stock issued upon the grant or exercise of an Award and may issue such “stop transfer” instructions to its transfer agent in respect of such shares as it determines, in its sole discretion, to be necessary or appropriate to (i) prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act, applicable state securities laws or other legal requirements, (ii) implement the provisions of the Plan or any agreement between the Company and the Designee with respect to such shares of Common Stock, or (iii) permit the Company to determine the occurrence of a “disqualifying disposition,” as described in Section 421(b) of the Code, of the shares of Common Stock transferred upon the exercise of an ISO granted under the Plan.

                                (b)           The Company shall pay all issuance taxes with respect to the issuance of shares of Common Stock upon grant of an Award or exercise of an Option granted under the Plan, as well as all fees and expenses incurred by the Company in connection with such issuance.

           16.           Use of Proceeds; Unfunded Plan.  The cash proceeds to be received upon the grant of an Award or the exercise of an Option granted under the Plan shall be added to the general funds of the Company and used for such corporate purposes as the Board of Directors may determine, in its sole discretion.  The Company shall not be required to segregate any assets, nor shall the Plan be construed as providing for such segregation, nor shall the Board of Directors or the Committee, if designated, be deemed to be a trustee of any cash or assets in connection with the Plan.  Any liability of the Company to any Designee or any beneficiary thereof shall be based solely upon any contractual obligations that may be created by the Plan and an Agreement, and no such obligation shall be secured by any pledge or other encumbrance on the property of the Company, any Subsidiary or the Parent.

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           17.           Substitutions and Assumptions of Awards of Certain Constituent Corporations.  Anything in this Plan to the contrary notwithstanding, the Board of Directors may, without further approval by the shareholders, substitute new Awards hereunder for prior awards of a Constituent Corporation or assume the prior options or restricted stock of such Constituent Corporation.

           18.           Definitions.

                                (a)           “Cause,” in connection with the termination of a Designee, shall mean (i) ”cause,” as such term (or any similar term, such as “with cause”) is defined in any employment, consulting or other applicable agreement for services between the Company and such Designee, or (ii) in the absence of such an agreement, “cause” as such term is defined in the Agreement executed by the Company and such Designee, or (iii) in the absence of both of the foregoing, (A) indictment of such Designee for any illegal conduct, (B) failure of such Designee to adequately perform any of the Designee’s duties and responsibilities in any capacity held with the Company, any of its Subsidiaries or any Parent (other than any such failure resulting solely from such Designee’s physical or mental incapacity), (C) the commission of any act or failure to act by such Designee that involves moral turpitude, dishonesty, theft, destruction of property, fraud, embezzlement or unethical business conduct, or that is otherwise injurious to the Company, any of its Subsidiaries or any Parent or any other affiliate of the Company (or its or their respective employees), whether financially or otherwise, (D) any violation by such Designee of any Company rule or policy, or (E) any violation by such Designee of the requirements of such Agreement, any other contract or agreement between the Company and such Designee or this Plan (as in effect from time to time); in each case, with respect to subsections (A) through (E), as determined by the Board of Directors.

                                (b)           “Constituent Corporation” shall mean any corporation which engages with the Company, its Parent or any Subsidiary in a transaction to which Section 424(a) of the Code applies (or would apply if the Option assumed or substituted were an ISO), or any Parent or any Subsidiary of such corporation.

                                (c)           “Disability” shall mean permanent and total disability within the meaning of Section 22(e)(3) of the Code.

                                (d)           “Legal Representative” shall mean the executor, administrator or other person who at the time is entitled by law to exercise the rights of a deceased or incapacitated Designee with respect to an Award granted under the Plan.

                                (e)           “Parent” shall mean any “parent corporation” within the meaning of Section 424(e) of the Code.

                                (f)           “Subsidiary” shall mean a “subsidiary corporation” within the meaning of Section 424(f) of the Code

           19.           Governing Law.

                                (a)           The Plan, any Awards granted hereunder, the Agreements and all related matters shall be governed by, and construed in accordance with, the laws of the State of California, without regard to conflict or choice of law provisions that would defer to the substantive laws of another jurisdiction.

                                (b)           Neither the Plan nor any Agreement shall be construed or interpreted with any presumption against the Company by reason of the Company causing the Plan or Agreement to be drafted.  Whenever from the context it appears appropriate, any term stated in either the singular or plural shall include the singular and plural, and any term stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter.

           20.           Partial Invalidity.  The invalidity, illegality or unenforceability of any provision in the Plan, any Award or Agreement shall not affect the validity, legality or enforceability of any other provision, all of which shall be valid, legal and enforceable to the fullest extent permitted by applicable law.

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           21.           Shareholder Approval.  The Plan shall be subject to approval of the Company’s shareholders.  No Options granted hereunder may be exercised prior to such approval, provided, however, that the date of grant of any Option shall be determined as if the Plan had not been subject to such approval.

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REQUEST TO EXERCISE FORM

  Dated: ________________

           The undersigned hereby irrevocably elects to exercise all or part, as specified below, of the Vested Portion of the option (“Option”) granted to him pursuant to a certain stock option agreement (“Agreement”) effective _____________________, between the undersigned and Ophthalmic Imaging Systems (the “Company”) to purchase an aggregate of _____________________ (__________) shares of the Company’s Common Stock, no par value (the “Shares”).

           The undersigned hereby tenders cash in the amount of $__________ per share multiplied by _____________________ (_________), the number of Shares he is purchasing at this time, for a total of $_______________, which constitutes full payment of the total Exercise Price thereof.

INSTRUCTIONS FOR REGISTRATION OF SHARES
IN COMPANY’S TRANSFER BOOKS

Name:                      ____________________________________

                                 (Please typewrite or print in block letters)

Address: ____________________________________

                            ____________________________________

Signature:          ____________________________________

Accepted by Ophthalmic Imaging Systems:

By:     ______________________________

           ______________________________

           Name

           ______________________________

           Title

EX-99.2

Exhibit 99.2

OPHTHALMIC IMAGING SYSTEMS

STOCK OPTION AGREEMENT

           This Stock Option Agreement (this “Agreement”) is between Ophthalmic Imaging Systems, a California corporation (the “Company”), and _____________________, an individual (the “Optionee”).  Each capitalized term used but not defined herein shall have the meaning assigned to it in the Ophthalmic Imaging Systems 2011 Stock Option Plan (the “Plan”).

           The parties agree as follows:

           1.           Option Granted.  The Company, in accordance with the allotment made by the Administrators and subject to the terms and conditions of the Plan and this Agreement, hereby grants to the Optionee an option to purchase an aggregate of (   ) shares of Common Stock at an exercise price of $X.XX United States Dollars ($X.XX) per share, being at least equal to the fair market value of such shares on the date hereof.  This option is intended to constitute an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)

           2.           Term; Vesting.

                      (a)           The term of this option shall be ten (10) years from the date hereof, subject to earlier termination as provided in this Agreement and the Plan.  This option shall vest and become exercisable as to all of the shares of Common Stock subject hereto upon the terms and conditions set forth on Exhibit A attached hereto; provided, however, that the Optionee is then employed by the Company or one of its affiliates.

                      (b)           The right to purchase shares of Common Stock under this option shall be cumulative, so that if the full number of shares purchasable in a period shall not be purchased, the balance may be purchased at any time or from time to time thereafter, but not after the expiration of the term of this option as herein provided and as provided in the Plan.

           3.           Exercise.  This option shall be exercised by giving written notice to the Company at its then principal office, currently Ophthalmic Imaging Systems, 221 Lathrop Way, Suite I, Sacramento, California 95815, Attention: Chief Financial Officer, stating that the Optionee is exercising the option hereunder, specifying the number of shares being purchased and accompanied by payment in full of the aggregate purchase price therefor (a) in cash or by certified check, (b) with the consent of the Company, with previously acquired shares of Common Stock that are fully paid, vested, transferable and have been held by the Optionee for the requisite period to avoid a charge to the Company’s earnings for financial accounting purposes, or (c) with the consent of the Company, with a combination of the foregoing.

           4.           Withholding Taxes.  The Company (or a Parent or any of its Subsidiaries) may withhold cash and/or shares of Common Stock to be issued to the Optionee in the amount that the Company (or a Parent or any of its Subsidiaries) determines is necessary to satisfy its obligation to withhold taxes or other amounts incurred by reason of the grant, exercise or disposition of this option or the disposition of the underlying shares of Common Stock.  Alternatively, the Company (or a Parent or any of its Subsidiaries) may require the Optionee to pay the Company (or a Parent or any of its Subsidiaries) such amount and the Optionee agrees to pay such amount to the Company (or a Parent or any of its Subsidiaries) in cash, promptly upon demand.

           5.           Compliance with Securities Laws.

                      (a)           Notwithstanding anything herein to the contrary, this option shall not be exercisable by the Optionee hereof unless (i) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Common Stock to be received upon the exercise of this option shall be effective and current and which remains effective and current at the time of exercise or (ii) there is an exemption (without the necessity of any action on the part of the Company to take any action to implement such exemption) from

1

registration under the Securities Act for the issuance of shares of Common Stock upon such exercise, and in any event shall be exercisable only to the extent vested at the time of exercise.  Nothing herein shall be construed as requiring the Company to register the shares subject to this option under the Securities Act or any state securities laws or to keep any registration statement effective or current.

                      (b)           Notwithstanding anything herein to the contrary, if at any time the Administrators determine, in their sole discretion, that the listing or qualification of the shares of Common Stock subject to this option on any securities exchange, Nasdaq or under any applicable law, or the consent or approval, or filing with, of any governmental agency or regulatory body, is necessary or desirable as a condition to, or in connection with, the granting of an option or the issue of shares of Common Stock hereunder, this option may not be exercised in whole or in part unless such filing, listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Administrators.

           6.           Termination of Relationship.  Upon any termination of the Optionee’s employment with the Company (or a Parent or any of its Subsidiaries), including a termination by reason of the Optionee’s death or Disability, then the Optionee may exercise the option as follows, and as more fully set forth in Section 8 of the Plan:

                      (a)           Upon termination for any reason other than death or Disability of the Optionee, the Optionee may exercise the option, to the extent vested and exercisable at the time of termination of employment, at any time within (3) months after the date of termination, but not thereafter and in no event after the date the option would otherwise have expired; provided, however, that if the Optionee’s employment is terminated for Cause, the option shall terminate immediately.

                      (b)           Upon the death of the Optionee (i) during the Optionee’s employment with the Company, (ii) within three (3) months of termination of such employment for any reason (unless such termination was for Cause or without the consent of the Company), or (iii) within one (1) year following the termination of such employment by reason of the Optionee’s Disability, to the extent exercisable on the date of the Optionee’s death, by the Optionee’s Legal Representative, at any time within one (1) year after death, but not thereafter and in no event after the date the option would otherwise have expired.

                      (c)           At any time within one (1) year after termination of the Optionee’s employment by reason of Optionee’s Disability, but not thereafter and in no event after the date the option would otherwise have expired.

To the extent that the option is not vested at the time of termination of employment, the option shall terminate.

           7.           Investment Representations.

                      (a)           The Optionee hereby represents and warrants to the Company that, unless a registration statement under the Securities Act with respect to the shares of Common Stock to be received upon an exercise of this option is effective and current at the time of exercise of this option, the shares of Common Stock to be issued upon the exercise of this option will be acquired by the Optionee for the Optionee’s own account, for investment only and not with a view to the resale or distribution thereof.  In any event, the Optionee shall notify the Company of any proposed resale of the shares of Common Stock issued to him upon exercise of this option.  Any subsequent resale or distribution of shares of Common Stock by the Optionee shall be made only pursuant to (i) a registration statement under the Securities Act that is effective and current with respect to the sale of shares of Common Stock being sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption, the Optionee shall, prior to any offer of sale or sale of such shares of Common Stock, provide the Company (unless waived by the Company) with a favorable written opinion of counsel satisfactory to the Company, in form, substance and scope satisfactory to the Company, as to the applicability of such exemption to the proposed sale or distribution and, in each such case, in full compliance with all applicable state securities laws.  Such representations and warranties shall also be deemed to be made by the Optionee upon each exercise of this option.

                      (b)           The Optionee represents and agrees that the Optionee will comply with all applicable laws relating to the Plan and the grant and exercise of this option and the disposition of the shares of Common Stock acquired upon exercise of the option, including, without limitation, federal and state securities and “blue sky” laws

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           8.           Legends.  The Company may affix such appropriate legend or legends upon the certificates for shares of Common Stock issued upon exercise of this option and may issue such “stop transfer” instructions to its transfer agent in respect of such shares as it determines, in its discretion, to be necessary, appropriate or desirable to (a) prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act or any applicable state securities law, or (b) implement the provisions of the Plan or this Agreement or any other agreement between the Company and the Optionee with respect to such shares of Common Stock.

           9.           No Right to Employment.  Nothing in the Plan or in this Agreement shall confer upon the Optionee any right to continue as an employee, officer or director of, or consultant or advisor to, the Company, any Parent or any of its Subsidiaries, or interfere in any way with any right of the Company, any Parent or its Subsidiaries to terminate the Optionee’s relationship therewith at any time for any reason whatsoever without liability to the Company, any Parent or any of its Subsidiaries.

           10.           Subject to Plan.  The Company and the Optionee are subject to and bound by all of the terms and conditions of the Plan, a copy of which is attached hereto as Exhibit B and made a part hereof.  In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.

           11.           Business Days.  In the event that any action (or vesting of shares) hereunder is required to occur on a day that is a Saturday, a Sunday or a day that is a legal holiday for banks in the state of New York, then any such action (or vesting of shares) shall take place on the first day that is not a Saturday, a Sunday or a day that is a legal holiday for banks in the state of New York.

           12.           Transfer Limitations - Option.  This option is not transferable by the Optionee and may be exercised (a) during the lifetime of the Optionee, only by the Optionee and (b) after the death of the Optionee, only by the personal representative of the Optionee’s estate.

           13.           Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of any successor or assign of the Company and to the personal representative of the Optionee’s estate.

           14.           Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without regard to the conflict of law provisions or any other law that would defer to the substantive laws of another jurisdiction.

           15.           Partial Invalidity.  The invalidity, illegality or unenforceability of any term or provision herein shall not affect the validity, legality or enforceability of any other term or provision, all of which shall be valid, legal and enforceable to the fullest extent permitted by applicable law.  This Agreement shall not be construed or interpreted with any presumption against the Company by reason of the Company causing this Agreement to be drafted.

           16.           Entire Agreement.  This Agreement (together with the Plan) constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any prior and/or contemporaneous agreements or understandings with respect thereto (whether written or oral), all of which are merged herein.  This Agreement may not be amended or modified except by an instrument in writing signed by the parties hereto, and no term or provision hereof may be waived by any party except by an instrument in writing signed by such party.  Notwithstanding the foregoing, the Optionee agrees that the Company may amend the Plan and the options granted to the Optionee under the Plan, subject to the limitations contained in the Plan.

[The next page is the signature page]

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           The parties have executed and delivered this Incentive Stock Option Agreement as of the date first written above.

OPHTHALMIC IMAGING SYSTEMS

By:______________________________________                                                                

      Gil Allon, Chief Executive Officer

OPTIONEE:

_________________________________________

_________________________________________
Printed Name

EX-99.3

Exhibit 99.3

OPHTHALMIC IMAGING SYSTEMS

NONSTATUTORY STOCK OPTION AGREEMENT

           This Stock Option Agreement (this “Agreement”) is between Ophthalmic Imaging Systems, a California corporation (the “Company”), and _____________________, an individual (the “Optionee”).  Each capitalized term used but not defined herein shall have the meaning assigned to it in the Ophthalmic Imaging Systems 2011Stock Option Plan (the “Plan”).

           The parties agree as follows:

           1.           Option Granted.  The Company, in accordance with the allotment made by the Administrators and subject to the terms and conditions of the Plan and this Agreement, hereby grants to the Optionee an option to purchase an aggregate of () shares of Common Stock at an exercise price of $X.XX United States Dollars ($X.XX) per share, being at least equal to the fair market value of such shares on the date hereof.  This option is not intended to constitute an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)

           2.           Term; Vesting.

                      (a)           The term of this option shall be ten (10) years from the date hereof, subject to earlier termination as provided in this Agreement and the Plan.  This option shall vest and become exercisable as to all of the shares of Common Stock subject hereto upon the terms and conditions set forth on Exhibit A attached hereto; provided, however, that the Optionee is then a consultant to or a non-employee director of the Company or one of its affiliates.

                      (b)           The right to purchase shares of Common Stock under this option shall be cumulative, so that if the full number of shares purchasable in a period shall not be purchased, the balance may be purchased at any time or from time to time thereafter, but not after the expiration of the term of this option as herein provided and as provided in the Plan.

           3.           Exercise.  This option shall be exercised by giving written notice to the Company at its then principal office, currently Ophthalmic Imaging Systems, 221 Lathrop Way, Suite I, Sacramento, California 95815, Attention: Chief Financial Officer, stating that the Optionee is exercising the option hereunder, specifying the number of shares being purchased and accompanied by payment in full of the aggregate purchase price therefor (a) in cash or by certified check, (b) with the consent of the Company, with previously acquired shares of Common Stock that are fully paid, vested, transferable and have been held by the Optionee for the requisite period to avoid a charge to the Company’s earnings for financial accounting purposes, or (c) with the consent of the Company, with a combination of the foregoing.

           4.           Withholding Taxes.  The Company (or a Parent or any of its Subsidiaries) may withhold cash and/or shares of Common Stock to be issued to the Optionee in the amount that the Company (or a Parent or any of its Subsidiaries) determines is necessary to satisfy its obligation to withhold taxes or other amounts incurred by reason of the grant, exercise or disposition of this option or the disposition of the underlying shares of Common Stock.  Alternatively, the Company (or a Parent or any of its Subsidiaries) may require the Optionee to pay the Company (or a Parent or any of its Subsidiaries) such amount and the Optionee agrees to pay such amount to the Company (or a Parent or any of its Subsidiaries) in cash, promptly upon demand.

           5.           Compliance with Securities Laws.

                      (a)           Notwithstanding anything herein to the contrary, this option shall not be exercisable by the Optionee hereof unless (i) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Common Stock to be received upon the exercise of this option shall be effective and current and which remains effective and current at the time of exercise or (ii) there is an exemption (without the

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necessity of any action on the part of the Company to take any action to implement such exemption) from registration under the Securities Act for the issuance of shares of Common Stock upon such exercise, and in any event shall be exercisable only to the extent vested at the time of exercise.  Nothing herein shall be construed as requiring the Company to register the shares subject to this option under the Securities Act or any state securities laws or to keep any registration statement effective or current.

                      (b)           Notwithstanding anything herein to the contrary, if at any time the Administrators determine, in their sole discretion, that the listing or qualification of the shares of Common Stock subject to this option on any securities exchange, Nasdaq or under any applicable law, or the consent or approval, or filing with, of any governmental agency or regulatory body, is necessary or desirable as a condition to, or in connection with, the granting of an option or the issue of shares of Common Stock hereunder, this option may not be exercised in whole or in part unless such filing, listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Administrators.

           6.           Termination of Relationship.  Upon any termination of the Optionee’s relationship with the Company (or a Parent or any of its Subsidiaries), including a termination by reason of the Optionee’s death or Disability, then the Optionee may exercise the option as follows, and as more fully set forth in Section 8 of the Plan:

                      (a)           Upon termination for any reason other than death or Disability of the Optionee, the Optionee may exercise the option, to the extent vested and exercisable at the time of termination of the relationship, at any time within (3) months after the date of termination, but not thereafter and in no event after the date the option would otherwise have expired; provided, however, that if the Optionee’s employment is terminated for Cause, the option shall terminate immediately.

                      (b)           Upon the death of the Optionee (i) during the Optionee’s relationship with the Company, (ii) within three (3) months of termination of such relationship for any reason (unless such termination was for Cause or without the consent of the Company), or (iii) within one (1) year following the termination of such relationship by reason of the Optionee’s Disability, to the extent exercisable on the date of the Optionee’s death, by the Optionee’s Legal Representative, at any time within one (1) year after death, but not thereafter and in no event after the date the option would otherwise have expired.

                      (c)           At any time within one (1) year after termination of the Optionee’s relationship by reason of Optionee’s Disability, but not thereafter and in no event after the date the option would otherwise have expired.

To the extent that the option is not vested at the time of termination of the relationship, the option shall terminate.

           7.           Investment Representations.

                      (a)           The Optionee hereby represents and warrants to the Company that, unless a registration statement under the Securities Act with respect to the shares of Common Stock to be received upon an exercise of this option is effective and current at the time of exercise of this option, the shares of Common Stock to be issued upon the exercise of this option will be acquired by the Optionee for the Optionee’s own account, for investment only and not with a view to the resale or distribution thereof.  In any event, the Optionee shall notify the Company of any proposed resale of the shares of Common Stock issued to him upon exercise of this option.  Any subsequent resale or distribution of shares of Common Stock by the Optionee shall be made only pursuant to (i) a registration statement under the Securities Act that is effective and current with respect to the sale of shares of Common Stock being sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption, the Optionee shall, prior to any offer of sale or sale of such shares of Common Stock, provide the Company (unless waived by the Company) with a favorable written opinion of counsel satisfactory to the Company, in form, substance and scope satisfactory to the Company, as to the applicability of such exemption to the proposed sale or distribution and, in each such case, in full compliance with all applicable state securities laws.  Such representations and warranties shall also be deemed to be made by the Optionee upon each exercise of this option.

                      (b)           The Optionee represents and agrees that the Optionee will comply with all applicable laws relating to the Plan and the grant and exercise of this option and the disposition of the shares of Common Stock acquired upon exercise of the option, including, without limitation, federal and state securities and “blue sky” laws

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           8.           Legends.  The Company may affix such appropriate legend or legends upon the certificates for shares of Common Stock issued upon exercise of this option and may issue such “stop transfer” instructions to its transfer agent in respect of such shares as it determines, in its discretion, to be necessary, appropriate or desirable to (a) prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act or any applicable state securities law, or (b) implement the provisions of the Plan or this Agreement or any other agreement between the Company and the Optionee with respect to such shares of Common Stock.

           9.           No Right to Employment.  Nothing in the Plan or in this Agreement shall confer upon the Optionee any right to continue as an employee, officer or director of, or consultant or advisor to, the Company, any Parent or any of its Subsidiaries, or interfere in any way with any right of the Company, any Parent or its Subsidiaries to terminate the Optionee’s relationship therewith at any time for any reason whatsoever without liability to the Company, any Parent or any of its Subsidiaries.

           10.           Subject to Plan.  The Company and the Optionee are subject to and bound by all of the terms and conditions of the Plan, a copy of which is attached hereto as Exhibit B and made a part hereof.  In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.

           11.           Business Days.  In the event that any action (or vesting of shares) hereunder is required to occur on a day that is a Saturday, a Sunday or a day that is a legal holiday for banks in the state of New York, then any such action (or vesting of shares) shall take place on the first day that is not a Saturday, a Sunday or a day that is a legal holiday for banks in the state of New York.

           12.           Transfer Limitations - Option.  This option is not transferable by the Optionee and may be exercised (a) during the lifetime of the Optionee, only by the Optionee and (b) after the death of the Optionee, only by the personal representative of the Optionee’s estate.

           13.           Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of any successor or assign of the Company and to the personal representative of the Optionee’s estate.

           14.           Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without regard to the conflict of law provisions or any other law that would defer to the substantive laws of another jurisdiction.

           15.           Partial Invalidity.  The invalidity, illegality or unenforceability of any term or provision herein shall not affect the validity, legality or enforceability of any other term or provision, all of which shall be valid, legal and enforceable to the fullest extent permitted by applicable law.  This Agreement shall not be construed or interpreted with any presumption against the Company by reason of the Company causing this Agreement to be drafted.

           16.           Entire Agreement.  This Agreement (together with the Plan) constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any prior and/or contemporaneous agreements or understandings with respect thereto (whether written or oral), all of which are merged herein.  This Agreement may not be amended or modified except by an instrument in writing signed by the parties hereto, and no term or provision hereof may be waived by any party except by an instrument in writing signed by such party.  Notwithstanding the foregoing, the Optionee agrees that the Company may amend the Plan and the options granted to the Optionee under the Plan, subject to the limitations contained in the Plan.

[The next page is the signature page]

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           The parties have executed and delivered this Stock Option Agreement as of the date first written above.

OPHTHALMIC IMAGING SYSTEMS

By:______________________________________                                                                

      Gil Allon, Chief Executive Officer

OPTIONEE:

_________________________________________

_________________________________________
Printed Name