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                                                                 Exhibit 10.9(c)


               INTERNATIONAL REMOTE IMAGING SYSTEMS, INC. ("IRIS")

                             KEY EMPLOYEE AGREEMENT
                                       for
                                 Cesar M. Garcia

      INTERNATIONAL REMOTE IMAGING SYSTEMS, INC., a Delaware corporation (the
"Company"), agrees with you as follows:

      1.    Position and Responsibilities.

            1.1 The Company will employ you and you shall serve in an executive
capacity as EXECUTIVE CORPORATE VICE PRESIDENT and perform the duties
customarily associated with such capacity from time to time as the Company shall
reasonably designate or as shall be reasonably appropriate and necessary in
connection with such employment.

            1.2 Subject to Section 4 below, you will, to the best of your
ability, devote your full time and best efforts to the performance of your
duties hereunder and the business and affairs of the Company. You will report to
the Company's Chief Executive Officer ("CEO")

            1.3 You will duly, punctually and faithfully perform and observe any
and all rules and regulations which the Company may now or shall hereafter
establish governing the conduct of its business, except to the extent that such
rules and regulations may be inconsistent with your executive position.

      2.    Term of Employment; Termination.

            2.1 The commencement of your employment shall be January 1, 2002
(your "Start Date").

            2.2 Unless otherwise mutually agreed in writing, this Agreement and
your employment by the Company pursuant to this Agreement shall be terminated on
the earliest of:

                  (a) your death, or any illness, disability or other incapacity
in such a manner that you are physically rendered unable regularly to perform
your duties hereunder for a period in excess of one hundred twenty (120)
consecutive days or more than one hundred eighty (180) days in any consecutive
twelve (12) month period;


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                  (b) thirty (30) days after you, for any reason, give written
notice to the Company of your termination; or

                  (c) immediately if the Company, with or without cause, gives
written notice to you of your termination.

            2.3 The determination regarding whether you are physically unable
regularly to perform your duties under (a) above shall be made by the Board of
Directors.

            2.4 Any notice required to be given pursuant to this Section 2 shall
be given in accordance with the provisions of Section 9 hereof. The exercise of
either party's right to terminate this Agreement pursuant to subsections (b) or
(c) above shall not abrogate the rights and remedies of the terminating party
regarding the breach, if any, giving rise to such termination.

            2.5 You may be terminated with or without cause. If you are
terminated without cause, you will be entitled to certain severance benefits as
described in this Agreement. You shall be deemed terminated "for cause" if, in
the reasonable determination of the Company, you (a) commit an act that is
fraudulent, dishonest or a material breach of the Company's policies, including
wrongful disclosure of any trade secrets or other confidential information of
the Company, or material breach of Section 4 of this Agreement or any material
provision of the the Proprietary Information Agreement (as defined in Section
5), (b) are convicted of a felony under federal, state, or local law applicable
to the Company or (c) intentionally refuse, without proper cause, to
substantially perform duties after a demand for such performance has been
delivered in writing by the Company's Chief Executive Officer or the Board of
Directors, which notice shall specify the alleged instance of breach, and, shall
provide you with reasonable time in which to remedy such breach.

      3.    Compensation; Benefits; and Investment Rights:

            3.1 The Company shall pay to you for the services to be rendered
hereunder a basic salary at an annual rate of $220,000.00 subject to increases
in accordance with the policies of the Company, as determined by its Board of
Directors, in force from time to time, payable in installments in accordance
with Company policy. You shall also be entitled to all rights and benefits for
which you shall be eligible under bonus, pension, group insurance, long-term
disability, life insurance, profit-sharing or other Company benefits which may
be in force from time to time and provided to you or for the Company's executive
officers generally.

            3.2 You will be awarded a 10-year non-qualified option to purchase
100,000 shares of the Company's Common Stock at per share price equal to the
fair market value of our common stock on your Start Date vesting in three equal
installments on the first, second and third anniversaries of your Start Date. In


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addition, You will be awarded a fully vested 10-year non-qualified option to
purchase 20,000 shares of the Company's Common Stock at per share price equal to
the fair market value of our common stock on your Start Date. The Company
represents that the Board of Directors will act upon your option grant at the
first meeting of the Board held following your employment start date, and in any
event within 30 days thereafter. The Company acknowledges that the option grant
described in the Section 3.2 constitutes a substantial inducement to you
accepting employment with the Company. At the anniversary date of your
employment, you will be eligible for further option awards, commensurate with
other senior executive officers, based on your performance as determined by the
CEO and the Compensation Committee of the Board of Directors.

            3.3 You shall be eligible to participate in the Company's ESSP
Program as in effect from time to time. The ESPP Program currently provides that
employees may purchase common stock of the Company at a 50% discount from the
market price in an aggregate amount up to 15% of your total cash compensation.

            3.4 For the calendar years commencing January 1, 2002, You shall be
eligible for an annual cash bonus to be determined by the CEO and the
Compensation Committee of the Board of Directors. There will be no bonus if you
resign or are terminated for cause prior to the end of a fiscal year.

            3.5 You shall be entitled to four (4) weeks of paid vacation per
year to be taken at such time as will not interfere with the performance of your
duties. You will also be entitled to illness days during the term of this
Agreement consistent with the Company's standard practice for its employees
generally as in effect from time to time.

            3.6 In the event you are terminated without cause any time within
the first twelve months of employment, pursuant to Section 2.2(c) hereof, the
Company shall pay you the equivalent of twelve (12) months base salary following
such termination. At the choice of the Company, payment may be in the form of a
lump sum payment or through regular payroll payments over the twelve (12) month
period. In the event you are terminated without cause any time within the
thirteenth (13) through twenty-fourth (24) month of employment, pursuant to
Section 2.2(c) hereof, the Company shall pay you the equivalent of nine (9)
months base salary following such termination. In the event you are terminated
without cause any time subsequent to the twenty-fourth (24) month of employment,
pursuant to Section 2.2(c) hereof, the Company shall pay you the equivalent of
six (6) months base salary following such termination. If payment is made
through regular payroll, the Company shall maintain your medical and dental
insurance benefits in accordance with those in effect for employees at the time
of such termination. Termination without cause shall include "constructive
termination" in the event of a significant diminution of your fundamental
responsibilities as Executive Corporate Vice President.


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      4.    OTHER ACTIVITIES DURING EMPLOYMENT.

            4.1 Except with the prior written consent of the Company's Board of
Directors, you will not during the term of this Agreement undertake or engage in
any other employment, occupation or business enterprise, other than ones in
which you are a passive investor in non-competitive businesses. You may engage
in civic and not-for-profit activities so long as such activities do not
materially interfere with the performance of your duties hereunder.

            4.2 Except as permitted by Section 4.3, you will not acquire, assume
or participate in, directly or indirectly, any position, investment or interest
known by you to be adverse or antagonistic to, or competitive with, the Company,
its business or prospects, financial or otherwise.

            4.3 During the term of your employment by the Company (except on
behalf of the Company), you will not directly or indirectly, whether as an
officer, director, stockholder, partner, proprietor, associate, representative,
consultant, or in any capacity whatsoever engage in, become financially
interested in, be employed by or have any business connection with any other
person, corporation, firm, partnership or other entity whatsoever which were
known by you to directly or indirectly compete with the Company, throughout the
world, in any line of business engaged in (or planned to be engaged in) by the
Company; provided, however, that anything above to the contrary notwithstanding,
you may own, as a passive investor, securities of any competitor corporation, so
long as your direct holdings in any one such corporation shall not in the
aggregate constitute more than 1% of the publicly-traded voting stock of such
corporation.

            5.    Proprietary Information and Inventions. You agree to sign and
be bound by the provisions of the Company's standard Employee Acknowledgement
Form (the "Proprietary Information Agreement").

            6.    Remedies. Your duties under the Proprietary Information
Agreement shall survive termination of your employment with the Company. You
acknowledge that a remedy at law for any breach or threatened breach by you of
the provisions of the Proprietary Information Agreement would be inadequate and
you therefore agree that the Company shall be entitled to injunctive relief in
case of any such breach or threatened breach.

            7.    Assignment. Neither this Agreement nor any rights or
obligations hereunder may be assigned by the Company or by you.

            8.    Severability. In case any one or more of the provisions
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect the other provisions of this Agreement, and
this Agreement shall be


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construed as if such invalid, illegal or unenforceable provision had never been
contained herein. If moreover, any one or more of the provisions contained in
this Agreement shall for any reason be held to be excessively broad as to
duration, geographical scope, activity or subject, it shall be construed by
limiting and reducing it, so as to be enforceable to the extent compatible with
the applicable law as it shall then appear.

            9.    Notices. Any notice which the Company is required or may
desire to give you shall be given by personal delivery or registered or
certified mail, return receipt requested, addressed to you at the address of
record with the Company, or at such other place as you may from time to time
designate in writing. Any notice which you are required or may desire to give to
the Company hereunder shall be given by personal delivery or by registered or
certified mail, return receipt requested, addressed to the Company at its
principal office, or at such other office as the Company may from time to time
designate in writing. The date of personal delivery or the date of mailing any
such notice shall be deemed to be the date of delivery thereof.

            10.   Waiver. If either party should waive any breach of any
provisions of this Agreement, he or it shall not thereby be deemed to have
waived any preceding or succeeding breach of the same or any other provision of
this Agreement.

            11.   Complete Agreement; Amendments. The foregoing, together with
the Proprietary Information Agreement, is the entire agreement of the parties
with respect to the subject matter hereof and thereof and may not be amended,
supplemented, canceled or discharged except by written instrument executed by
both parties hereto.

            12.   Headings. The headings of the sections hereof are inserted for
convenience only and shall not be deemed to constitute a part hereof nor to
affect the meaning thereof.

            13.   Choice of Law. All questions concerning the construction,
validity and interpretation of this Agreement will be governed by the law of the
State of California.


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            In Witness Whereof, the parties have executed this Key Employee
Agreement on the day and year written below.

                                      INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.

                                      By:


                                      John O'Malley, Chairman, CEO and President

                                      Date:


Accepted and agreed this
31st day of December, 2001



----------------------------
Cesar Garcia


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