SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULED 13d-2(a) UNDER THE SECURITIES ACT OF 1934

(Amendment No. 2)

Ophthalmic Imaging Systems

(Name of Issuer)

Common Stock No par value	683737209
(Title of class of securities)	(CUSIP number)

Uri Geiger

U.M. AccelMed, Limited Partnership

6 Hachoshlim St.

Herzelia, Israel 

Telephone: 011-972-9-788-3330

(Name, address and telephone number of person authorized to receive notices and communications)

June 5, 2011

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13(d)-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Section 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all Exhibits.  See Rule 13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)

CUSIP No. 683737209

1	NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NO. OR ABOVE PERSON (ENTITIES ONLY): U.M. AccelMed, Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) o (b) x
3	SEC Use Only
4	SOURCE OF FUNDS: AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 0
		8	SHARED VOTING POWER: 0
		9	SOLE DISPOSITIVE POWER: 0
		10	SHARED DISPOSITIVE POWER: 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14	TYPE OF REPORTING PERSON: PN

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CUSIP No. 683737209

1	NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NO. OR ABOVE PERSON (ENTITIES ONLY): A.M. AccelMed Management (2009) Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) o (b) x
3	SEC Use Only
4	SOURCE OF FUNDS: AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 0
		8	SHARED VOTING POWER: 0
		9	SOLE DISPOSITIVE POWER: 0
		10	SHARED DISPOSITIVE POWER: 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14	TYPE OF REPORTING PERSON: CO

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CUSIP No. 683737209

1	NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NO. OR ABOVE PERSON (ENTITIES ONLY): M. Arkin (1999) Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) o (b) x
3	SEC Use Only
4	SOURCE OF FUNDS: AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 0
		8	SHARED VOTING POWER: 0
		9	SOLE DISPOSITIVE POWER: 0
		10	SHARED DISPOSITIVE POWER: 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14	TYPE OF REPORTING PERSON: CO

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CUSIP No. 683737209

1	NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NO. OR ABOVE PERSON (ENTITIES ONLY): Moshe Arkin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) o (b) x
3	SEC Use Only
4	SOURCE OF FUNDS: PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 0
		8	SHARED VOTING POWER: 0
		9	SOLE DISPOSITIVE POWER: 0
		10	SHARED DISPOSITIVE POWER: 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14	TYPE OF REPORTING PERSON: IN

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The Schedule 13D filed on July 6, 2009 (the "Original Schedule 13D") relating to shares of common stock, no par value (the "Common Stock"), of Ophthalmic Imaging Systems, a company organized under the laws of California ("OIS"), as amended by Amendment No. 1 filed June 2, 2010, is hereby further amended as set forth below by this Amendment No. 2 (this "Schedule 13D").

Item 1.                      Security and Issuer

Item 1 is hereby amended and restated as follows:

This Schedule 13D relates to the shares of Common Stock, no par value, of OIS.  The address of the principal executive office of OIS is 221 Lathrop Way, Suite I, Sacramento, CA 95815.

Item 4.                      Purpose of Transaction.

Item 4 is hereby amended by adding the following paragraphs at the end thereof:

On August 4, 2011, Merge Healthcare Incorporated, a Delaware corporation (“Merge”), completed its acquisition (the “Merger”) of OIS pursuant to an Agreement and Plan of Merger, dated as of June 5, 2011 (the “Merger Agreement”), by and among Merge, OIS and ES Acquisition Corp., a California corporation and wholly-owned subsidiary of Merge (“Merger Sub”).  As a result of the Merger, the separate corporate existence of Merger Sub ceased, OIS became a wholly-owned subsidiary of Merge and OIS's common stock ceased being quoted on the OTC Bulletin Board (subsequently, OIS deregistered its Common Stock from registration under the Securities Exchange Act of 1934 by filing of Form 15 on August 8, 2011).

Under the terms of the Merger Agreement, each outstanding share of OIS common stock issued and outstanding immediately prior to the effective time of the Merger on August 4, 2011 (the “Effective Time”) (other than any dissenting shares) was, at the Effective Time, converted into the right to receive 0.1693 shares of Merge common stock.  As a result, the Limited Partnership received 2,258,225 shares of common stock of Merge in exchange for its 13,338,603 shares of Common Stock of OIS.  As a result of the foregoing, the Reporting Persons no longer beneficially own any shares of Common Stock.  In addition, effective August 4, 2011, each of the directors and officers of OIS resigned from their positions as directors and officers, including the appointees of the Limited Partnership (Menachem Inbar, Uri Geiger, and Barak Azmon).  None of the Reporting Persons was a party to the Merger Agreement, which is described in greater detail in the Current Report on Form 8-K filed by OIS on June 7, 2011 (and attached thereto as Exhibit 2.1).

On June 5, 2011, in connection to the Merger Agreement, Merge entered into a Shareholders Support Agreement with certain shareholders of OIS (“Shareholders Support Agreement”), including the Limited Partnership, collectively owning approximately 72% of the outstanding shares of OIS's Common Stock (each a “Supporting Shareholder”), pursuant to which these parties agreed to (i) vote in favor of the adoption of the Merger Agreement and approval of the Merger, and (ii) vote against approval of any proposal in opposition to or in competition with the consummation of the Merger.

                On June 17, 2011, the Board of Directors of OIS adopted an amendment to Article IV, Section 6 of its Amended and Restated Bylaws (“Amendment to the Bylaws”), which became effective that day. The principal change effected by the amendment was to allow shareholder action by less than unanimous written consent if the matter is approved by shareholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

On July 11, 2011, in accordance with the terms of the Shareholder Support Agreement and the Amendment to the Bylaws, the Supporting Shareholders, including the Limited Partnership, delivered written consents to OIS that, subject to certain conditions, adopted the Merger Agreement and authorized the transactions contemplated by the Merger Agreement including the Merger.

On July 27, 2011, in connection to the Merger Agreement, the Limited Partnership entered into a Warrant Cancellation Agreement with OIS (“Warrant Cancellation Agreement”), pursuant to which the Limited Partnership agreed that 3,211,076 1st Installment Warrants and 1,193,696 2nd Installment Warrants would be cancelled simultaneously with the closing of the Merger.

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The above description of the Shareholders Support Agreement and the Warrant Cancellation Agreement is a brief summary only and is qualified in its entirety by the terms of such agreements, which are filed hereto as Exhibits 17 and 18, respectively, and are incorporated herein by reference.

Other than as previously reported and as set forth herein, none of the Reporting Persons has any plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although each Reporting Person reserves the right to develop such plans).

Item 5.                      Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

(a)           As of the date of this Schedule 13D, the Reporting Persons beneficially own 0 shares of Common Stock.

(b)           Not applicable.

(c)           Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, none of the Reporting Persons and no other person or entity described in Item 2 of this report hereof has beneficial ownership of, or has engaged in any transaction during the past 60 days in respect of, any Common Stock.

(d)           Not applicable.

(e)           The Reporting Persons ceased to be beneficial owners of more than five percent of the shares of Common Stock on August 4, 2011.  The reporting obligations of the Reporting Persons with respect to shares of Common Stock pursuant to Section 13(d) of the Exchange Act and rules and regulations promulgated thereunder are therefore terminated.

Item 6.                      Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended by adding the following paragraphs at the end thereof:

On March 23, 2011, OIS entered into a Stock Option Agreement with Uri Geiger which granted Mr. Geiger an option to purchase 30,000 shares of Common Stock at an exercise price of $0.80 per share ("Geiger Stock Option Agreement").  The options, 5,000 of which vested every six months beginning September 23, 2011, had a term of ten years.  Because these options had not vested as of the time of the Merger, they were cancelled.

On March 23, 2011, OIS entered into a Stock Option Agreement with Menachem Inbar which granted Mr. Inbar an option to purchase 30,000 shares of Common Stock at an exercise price of $0.80 per share ("Inbar Stock Option Agreement").  The options, 5,000 of which vested every six months beginning September 23, 2011, had a term of ten years.  Because these options had not vested as of the time of the Merger, they were cancelled.

On June 1, 2011, OIS entered into a Loan and Security Agreement (the “Loan Agreement”) with the Limited Partnership and Intergamma Investment Ltd. (“Intergamma” and together with the Limited Partnership, the “Lenders”).  Under the Loan Agreement, OIS borrowed from the Lenders an aggregate of $1,000,000 (the “Loan”), of which $760,000 aggregate principal amount was provided by the Limited Partnership and $240,000 aggregate principal amount was provided by Intergamma, at a rate of 12% per annum, to be due and payable in full on December 1, 2011.  OIS paid the Lenders a commitment fee in the aggregate amount of $40,000.  The Loan was secured by a security interest in substantially all of OIS’s assets existing on or acquired after the date of the Loan Agreement.  The Loan was to be used by OIS for general working capital purposes and to repay existing debts.  The Limited Partnership was repaid its aggregate principal amount of $760,000 and $45,600 in interest when the Loan was repaid in connection with the closing of the Merger.

On June 5, 2011, in connection to the Merger Agreement, Merge entered into a Shareholders Support Agreement with certain shareholders of OIS, including the Limited Partnership, collectively owning approximately 72% of the outstanding shares of OIS’s Common Stock pursuant to which these parties agreed to (i) vote in favor of the adoption of the Merger Agreement and approval of the Merger, and (ii) vote against approval of any proposal in opposition to or in competition with the consummation of the Merger.

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On July 27, 2011, in connection to the Merger Agreement, the Limited Partnership entered into a Warrant Cancellation Agreement with OIS, pursuant to which the Limited Partnership agreed that 3,211,076 1st Installment Warrants and 1,193,696 2nd Installment Warrants would be cancelled simultaneously with the closing of the Merger.

The above description of the Geiger Stock Option Agreement, Inbar Stock Option Agreement , Loan Agreement, Shareholders Support Agreement, and Warrant Cancellation Agreement is a brief summary only and is qualified in its entirety by the terms of such agreements, which are filed hereto as Exhibits 14, 15, 16, 17, and 18, respectively, and are incorporated herein by reference.

Item 7.                      Material to be Filed as Exhibits.

The following Exhibits are filed herewith:

1 Joint Filing Agreement, dated as of July 6, 2009, by and among the Reporting Persons (incorporated herein by reference to Exhibit 1 to the Original Schedule 13D filed on July 6, 2009).

2 Purchase Agreement dated June 24, 2009, by and between Ophthalmic Imaging Systems and U.M. AccelMed, Limited Partnership (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Ophthalmic Imaging Systems on June 29, 2009).

3 Warrant dated June 24, 2009, issued in favor of U.M. AccelMed, Limited Partnership (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Ophthalmic Imaging Systems on June 29, 2009).

4 Form of 2nd Installment Warrant (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Ophthalmic Imaging Systems on June 29, 2009).

5 Agreement dated June 24, 2009, by and among U.M. AccelMed, Limited Partnership, MediVision Medical Imaging Ltd., Agfa Gevaert N.V., Delta Trading and Services (1986) Ltd., Gil Allon, Noam Allon, Ariel Shenhar and Yuval Shenhar (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Ophthalmic Imaging Systems on June 29, 2009).

6 Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by Ophthalmic Imaging Systems on June 29, 2009).

7 Asset Purchase Agreement dated June 24, 2009, by and between Ophthalmic Imaging Systems and MediVision Medical Imaging Ltd. (incorporated herein by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by Ophthalmic Imaging Systems on June 29, 2009).

8 Escrow Agreement dated June 24, 2009, by and among Ophthalmic Imaging Systems, MediVision Medical Imaging Ltd. and Stephen L. Davis, Esq. (incorporated herein by reference to Exhibit 10.7 to the Current Report on Form 8-K filed by Ophthalmic Imaging Systems on June 29, 2009).

9 Letter Agreement dated June 24, 2009, by and between Ophthalmic Imaging Systems and Mizrahi Tefahot Bank Ltd. (incorporated herein by reference to Exhibit 10.8 to the Current Report on Form 8-K filed by Ophthalmic Imaging Systems on June 29, 2009).

10 Extension Agreement dated June 24, 2009, by and between Ophthalmic Imaging Systems, The Tail Wind Fund Ltd. and Solomon Strategic Holdings (incorporated herein by reference to Exhibit 10.9 to the Current Report on Form 8-K filed by Ophthalmic Imaging Systems on June 29, 2009).

11 Form of Warrant (incorporated herein by reference to Exhibit 10.10 to the Current Report on Form 8-K filed by Ophthalmic Imaging Systems on June 29, 2009).

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12 Share Transfer Agreement dated December 28, 2009 between MediVision Ltd. and U.M. AccelMed LP. (incorporated herein by reference to Exhibit 12 to Amendment No. 1 to Schedule 13D filed on June 2, 2010).

13 Warrant dated May 25, 2010, issued in favor of U.M. AccelMed, Limited Partnership (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Ophthalmic Imaging Systems on May 27, 2010).

14 Stock Option Agreement dated March 23, 2011, by and between Ophthalmic Imaging Systems and Uri Geiger.

15 Stock Option Agreement dated March 23, 2011, by and between Ophthalmic Imaging Systems and Menachem Inbar.

16 Loan and Security Agreement dated June 1, 2011, by and among Ophthalmic Imaging Systems, U.M. AccelMed, Limited Partnership, and Intergamma Investments Ltd. (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Ophthalmic Imaging Systems on June 7, 2011).

17 Shareholders Support Agreement dated June 5, 2011, by and among certain shareholders of Ophthalmic Imaging Systems and Merge Healthcare Incorporated (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Ophthalmic Imaging Systems on June 7, 2011).

18 Warrant Cancellation Agreement dated July 27, 2011, by and between Ophthalmic Imaging Systems Inc. and U.M. AccelMed, Limited Partnership.

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Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 19, 2012

U.M. AccelMed, Limited Partnership

By: A.M. AccelMed Management (2009) Ltd.,

General Partner

/s/ Uri Geiger

Name: Uri Geiger

Title: Chairman

A.M. AccelMed Management (2009) Ltd.

/s/ Uri Geiger

Name: Uri Geiger

Title: Chairman

M. Arkin (1999) Ltd.

/s/ Moshe Arkin

Name: Moshe Arkin

Title: Director

Moshe Arkin

/s/ Moshe Arkin

Name: Moshe Arkin

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EX-14

Exhibit 14

OPHTHALMIC IMAGING SYSTEMS

STOCK OPTION AGREEMENT

March 23, 2011

This Stock Option Agreement (this "Agreement") is between Ophthalmic Imaging Systems, a California corporation (the "Company"), and Uri Geiger, an individual (the "Optionee"). Each capitalized term used but not defined herein shall have the meaning assigned to it in the Ophthalmic Imaging Systems 2010 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 thirty thousand (30,000) shares of Common Stock at an exercise price of 0.80 United States Dollars ($0.80) 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, or a consultant or advisor to, 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 Executive 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 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.

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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

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.

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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:
	/s/ Uri Geiger

EXHIBIT A

Vesting Schedule

This Option shall become exercisable as follows:

Number of Shares	Vesting Schedule
5,000 @ $0.80	September 23, 2011
5,000 @ $0.80	March 23, 2012
5,000 @ $0.80	September 23, 2012
5,000 @ $0.80	March 23, 2013
5,000 @ $0.80	September 23, 2013
5,000 @ $0.80	March 23, 2014

EXHIBIT B

Ophthalmic Imaging Systems

2010 Stock Option Plan

EX-15

Exhibit 15

OPHTHALMIC IMAGING SYSTEMS

STOCK OPTION AGREEMENT

March 23, 2011

This Stock Option Agreement (this "Agreement") is between Ophthalmic Imaging Systems, a California corporation (the "Company"), and Menachem Inbar, an individual (the "Optionee"). Each capitalized term used but not defined herein shall have the meaning assigned to it in the Ophthalmic Imaging Systems 2010 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 thirty thousand (30,000) shares of Common Stock at an exercise price of 0.80 United States Dollars ($0.80) 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, or a consultant or advisor to, 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 Executive 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 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.

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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

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.

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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:

exhibit a

Vesting Schedule

This Option shall become exercisable as follows:

Number of Shares	Vesting Schedule
5,000 @ $0.80	September 23, 2011
5,000 @ $0.80	March 23, 2012
5,000 @ $0.80	September 23, 2012
5,000 @ $0.80	March 23, 2013
5,000 @ $0.80	September 23, 2013
5,000 @ $0.80	March 23, 2014

exhibit B

Ophthalmic Imaging Systems

2010 Stock Option Plan

EX-18

Exhibit 18

WARRANT CANCELLATION AGREEMENT

This Warrant Cancellation Agreement (this "Agreement") is made as of day of July,  2011, by and between Ophthalmic Imaging Systems, a California corporation ("Company"), and U.M. AccelMed, Limited Partnership ("UMA").

RECITALS

WHEREAS, pursuant to that certain Purchase Agreement ("Purchase Agreement"), dated as of June 24, 2009, by and between the Company and UMA, the Company authorized the issuance and sale to UMA of up to an aggregate of 13,214,317 shares of the Company's common stock, no par value (the "Common Stock"), and warrants to purchase up to an aggregate of 4,404,772 shares of Common Stock in two installments.

WHEREAS, on June 24, 2009, the Company completed the first installment pursuant to which the Company issued and sold to UMA 9,633,228 shares of Common Stock and a warrant (the "1st Installment Warrant") to purchase up to 3,211,076 shares of Common Stock;

WHEREAS, on May 25, 2010, the Company completed the second installment pursuant to which the Company issued and sold to UMA 3,581,089 shares of Common Stock and a warrant (the "2nd Installment Warrant" and collectively with the 1st Installment Warrant, the "Warrants") to purchase up to an aggregate of 1,193,696 shares of Common Stock;

WHEREAS, on June 5, 2011, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Merge Healthcare Incorporated, a Delaware corporation ("Parent"), and ES Acquisition Corp., a California corporation and a wholly-owned subsidiary of Parent (the "Merger Sub"), pursuant to which the Company will become a wholly-owned subsidiary of Parent through a merger of Merger Sub with and into the Company, with the Company as the surviving corporation (the "Merger");

WHEREAS, the respective obligations of Parent and Merger Sub to effect the Merger are subject to, among other things, the cancellation of the Warrants; and

WHEREAS, in connection with the consummation of the Merger, UMA will receive a substantial portion of the consideration thereof and Parent and Merge Sub would not enter into the Merger without UMA's agreements set forth herein.

NOW THEREFORE, in consideration of the terms and conditions contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

Section 1.      Cancellation of Warrants.     UMA hereby agrees that the Warrants shall be canceled simultaneously with the closing of the Merger, and upon such cancellation, UMA shall have no further rights with respect to such Warrants or to any of the shares of Common Stock issuable upon exercise thereof, (including, but not limited to, any registration rights with respect to such shares) previously issuable upon the exercise of such Warrants. In connection therewith, UMA will deliver, as of the date of the closing of the Merger, each of its Warrants to the Company.

Section 2.      Effectiveness. This Agreement shall become effective and be deemed effective as of the date hereof upon execution of counterparts of this Agreement by each of the Company and UMA.

Section 3.      Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement.

Section 4.      Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof.

Section 5.      Further Assurances.   The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.

Section 6.      Governing Law.       All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Purchase Agreement.

Section 7.      Severability.   If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

Section 8.      Headings.      The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.

OPHTHALMIC IMAGING SYSTEMS INC.
By:
	Name: Gill Allon
	Title: Chief Executive Officer
By:
	Name: Ariel Shenhar
	Title: Chief Financial Officer
U.M. ACCELMED, LIMITED PARTNERSHIP
By:	/s/ Uri Geiger
	Name: Uri Geiger
	Title: Managing Partner