Exhibit
        10.31


      SERVICES
        AGREEMENT


      THIS
        AGREEMENT (“Agreement”) is made and entered into this 1st day
        of January, 2004, by and between Ophthalmic Imaging Systems., a company
        incorporated under the laws of state of California, having its principal
        executive offices at 221 Lathrop Way, Suite I, Sacramento, California 95815,
        U.S.A. (“theCompany”), MediStrategy Ltd. an
        Israeli company number 513466797 of business address at 39, Shofman St.,
        Haifa
        34987, Israel (“MS”) and Noam Allon, Israeli I.D. No. 055898225
        of Haifa, Israel (“Noam”). 


      
        	WHEREAS	 
                	MS
                and Noam represent and warrant that they have the
                qualifications, skills, experience and know-how in the fields required
                for
                the adequate performance of this Agreement; and



      



      
        	WHEREAS	 
                	MS
                agrees to cause Noam to provide the Company with the services
                set forth in Appendix A hereto (the
                “Services”) and the Company desires to retain MS and
                Noam’s Services on the terms and conditions set forth below.
                


      



      
        	WHEREAS	 
                	the
                parties wish to regulate their relationship in accordance with
                the terms and conditions set forth in this Agreement;



      



      NOW,
        THEREFORE, in consideration of the mutual premises,
        covenants and undertakings contained herein, the parties hereto have hereby
        agreed as follows: 


      
        	1.	 	MS
                and Noam’s Representations and
                Warranties


      



      
        	 
	MS
                and Noam jointly and severally represent and warrant to the
                Company as follows: 


      



      
        	 
	1.1
	 
                	 Subject
                to the amendment of the employment agreement signed
                by and between Noam and Medivision Medical Imaging Ltd.
                (“MediVision”) there are no outstanding agreements,
                obligations, laws, rules or regulations to which MS and/or Noam are
                subject that are in conflict with any of the provisions of this Agreement,
                or that would limit or prohibit MS and/or Noam in any way from complying
                with the provisions hereof, and that they are not bound by any prior
                or
                existing contracts or undertakings preventing them from entering
                into and
                fulfilling the terms of this Agreement, and there is no matter in
                which
                they have a personal interest which could conflict with the Services
                to
                the Company, and that they obtain all necessary approvals for the
                providence of the Services hereof. 


      



      
        	 
	1.2
	 
                	 MS
                and Noam have the full power and authority to enter into
                this Agreement and to perform all its obligations hereunder. All
                actions
                on behalf of MS and/or Noam which are necessary in order to execute,
                deliver and perform this Agreement have been taken and there is no
                consent, approval, license, authorization, permit from or filing
                with, any
                governmental or regulatory authority or agency or any third party
                needed
                in order for MS and/or Noam to execute, deliver and perform this
                Agreement. 


      



      
        	 
	1.3
	 
                	 MS
                is a private company duly incorporated and validly
                existing under the laws of the State of Israel whose sole shareholder
                is
                Noam. 


      



      
        	 
	1.4
	 
                	 MS
                and Noam have the experience, talent, expertise,
                knowledge, facilities, funds and connections in order to diligently
                perform the Services. 


      



      1


      


      
        	2.	 	Undertakings


      



      
        	 
	MS
                and Noam jointly and severally hereby undertake as follows
                


      



      
        	 
	2.1
	 
                	 To
                act in accordance with all instructions provided to them
                in relation to the substance and performance of the Services whether
                through resolutions of the Company’s Board of Directors or instructions
                from the Company’s Chairman of the Board.



      



      
        	 
	2.2
	 
                	 To
                render the Services and to execute all instructions given
                in connection therewith with devotion, honesty and fidelity, subject
                to
                policies of the Company as may be in existence from time to time,
                and to
                dedicate to the rendering of the Services all their know-how,
                qualifications and experience and all the time, diligence and attention
                required for the performance thereof efficiently and in accordance
                with
                the requirements of this Agreement. 


      



      
        	 
	2.3
	 
                	 MS
                and Noam warrant and undertake as a material condition to
                this Agreement that the only person performing the Services on MS’s behalf
                under this engagement will be solely Noam.



      



      
        	 
	2.4
	 
                	 MS
                is and shall remain wholly owned by Noam. Throughout the
                Term (as defined below) any transfer and/or any disposition, pledge,
                lien
                of shares and/or any issuance of shares and/or other securities of
                MS
                shall require the prior written consent of the Company. Any such
                action
                taken without the prior written approval of the Company shall be
                void.
                


      



      
        	 
	2.5
	 
                	 MS
                and Noam shall not receive, at any time, whether during
                the Term and/or at any time thereafter, directly or indirectly, any
                payment, benefit and/or other consideration, from any third party
                in
                connection with the Services granted to the Company.



      



      
        	 
	2.6
	 
                	 MS
                and Noam shall keep reasonably detailed records of all
                work undertaken in relation to the provision of the Services and,
                shall
                report to the Company, in a manner to be determined by the Company’s
                Chairman of the Board. 


      



      
        	 
	2.7
	 
                	 MS
                and Noam acknowledge that this Agreement does not grant
                them exclusivity in the provision of the Services to the Company
                and that
                the Company may, during the Term and/or thereafter, contract with
                any
                other entity to obtain any services, including services of the same
                type
                as the services provided to the Company by MS and/or Noam.
                


      



      
        	 
	2.8
	 
                	MS
                and Noam acknowledge that the Services to be provided by them
                are considered of significant importance to the Company.
                


      



      
        	3.	 	The
                Services


      



      
        	 
	3.1
	 
                	 MS
                shall cause Noam to, and Noam, on behalf of MS shall,
                render to the Company the Services set forth in Appendix
                A hereto and/or any other services mutually agreed by
                and
                between Noam and the Company’s Chairman of the Board.



      



      
        	 
	3.2
	 
                	 MS
                undertakes to cause Noam to, and Noam shall, devote any
                working days required and agreed upon by MS, Noam and the Company’s
                Chairman of the Board and which in any event shall not be less than
                5
                working days and shall not be more than 7 days a month. For the removal
                of
                any doubt if the parties fail to reach a mutually agreed understanding
                with regard to the magnitude of the required working days devotion
                then MS
                and/or Noam shall be obliged to devote at least the minimum working
                days
                as stipulated above. 


      



      2



      


      
        	 
	3.3
	 
                	 MS
                undertakes to cause Noam to, and Noam shall, devote its
                full know-how, energy, expertise, experience, attention, skill, and
                best
                efforts to the business and affairs of the Company and to the performance
                of the Services to the Company all in accordance with this Agreement.
                MS
                and Noam hereby confirm that they are aware of, and agree to the
                fact that
                their Services to the Company will require them to work outside of
                the
                regular working hours as well as on holidays and days of rest and
                will
                require occasional travel within and outside of Israel.
                


      



      
        	4.	 	No
                Employment
                Relationship


      



      
        	 
	4.1
	 
                	 The
                Parties hereby irrevocably agree that MS and/or Noam are
                independent contractors and shall provide the Services as independent
                contractors, on their own account and responsibility.



      



      
        	 
	4.2
	 
                	 This
                Agreement shall not be deemed to create any partnership,
                joint venture, agency or employment relationship between the parties
                in
                any respect whatsoever. 


      



      
        	 
	4.3
	 
                	 At
                all times MS shall comply with all and any applicable laws
                and regulations and shall maintain during the term of this Agreement
                a
                reasonable level of insurance sufficient to cover MS, its officers,
                directors, shareholders, employees, agents, representatives, affiliates,
                partners, consultants and Noam. The types of coverage provided by
                such
                insurance shall include, without limitation, Bituach Leumi and insurance
                covering injury (including death) and property damage and loss arising
                out
                of the acts or omission of MS and/or Noam.



      



      
        	 
	4.4
	 
                	 MS
                and Noam shall bear the sole responsibility for any
                payment whatsoever due to any authority in connection with the performance
                of this Agreement, including but not limited to any Tax Authority.
                


      



      
        	 
	4.5
	 
                	 Without
                derogating from any of the above, in the event that
                any competent court or authority shall rule that contrary to the
                provisions of this Agreement, MS and/or Noam is to be considered
                an
                employee of the Company or its affiliates, the following provisions
                shall
                prevail retroactively:


      



      
        	 
	 
	4.5.1
	 
                	The
                total disbursements whatsoever to be made by the Company in
                connection with such employment (the Services) of MS and/or Noam
                shall not
                exceed the total remuneration actually paid to MS by the Company
                under
                this Agreement for the correlative time period.



      



      
        	 
	 
	4.5.2
	 
                	MS
                and Noam shall immediately repay the Company all amounts paid to
                MS in excess of the amounts the Company shall be obliged to pay to
                MS
                and/or Noam according to the ruling of such competent court or authority
                for the correlative time period. Such repayment shall bear interest
                in the
                maximum rate applicable for overdrafts at Bank Leumi Le-Israel B.M.
                from
                the time each amount was paid to MS until full repayment to the Company.
                The Company shall be entitled to offset such repayment from any amount
                the
                Company owes by any cause or reason to MS and/or Noam.  
                


      



      
        	 
	 
	4.5.3
	 
                	It
                is hereby acknowledged and agreed that, in any such event that
                any competent court or authority shall rule that MS and/or Noam is
                to be
                considered an employee of the Company the position of MS and/or Noam
                in
                the Company shall be deemed as a senior one and/or as one that requires
                a
                special degree of trust and/or is one in which working hours cannot
                be
                supervised; accordingly, the provisions of any prevailing Israeli
                law
                and/or regulations, concerning separate and/or additional pay for
                overtime
                or for working weekends or on national holidays, shall not apply
                to this
                Agreement and to MS and/or Noam’s “employment”. If however, MS, Noam
                and/or anyone on their behalf (including heirs) will claim that any
                such
                Israeli law and/or regulations is applicable, Company, MS and Noam
                irrevocably agree that the Monthly Compensation (as defined below)
                payable
                to MS shall be reduced by 40% retroactive to the Commencement Date
                (as
                defined below). In such case MS and/or Noam shall  
                


      



      3



      


      
        	 
	return
                any excess payment received from Company, linked to the last
                Consumer Price Index (“CPI”) published prior to the date
                on which all excess payments are actually returned by MS to Company
                with
                the base index for each such excess payment being the last CPI published
                prior to the date on which each such payment was paid to MS.
                


      



      
        	5.	 	Compensation


      



      
        	 
	5.1
	 
                	 In
                full consideration for MS and Noam’s fulfillment of their
                obligations in pursuance of this Agreement, Company shall pay the
                compensation detailed in Appendix B attached
                hereto. 


      



      
        	 
	5.2
	 
                	 The
                Company shall be entitled to withhold any tax payment due
                to the tax authorities from any sum paid to MS if so obligatory under
                the
                law. Any such tax withheld shall be considered paid to MS.
                


      



      
        	 
	5.3
	 
                	 The
                compensation paid to MS by the Company as above
                prescribed shall be the final and only remuneration and consideration
                that
                MS and/or Noam shall be entitled to receive from the Company in connection
                with any service whatsoever provided by MS and/or Noam to the Company
                in
                any capacity or form. 


      



      
        	 
	5.4
	 
                	 For
                the removal of any doubt it is hereby cleared that the
                abovementioned compensation is inclusive of all of MS and/or Noam’s
                expenses pertaining to the Services provided herein, any additional
                remuneration of any other expenses shall be subject to a prior written
                approval of the Company’s Chairman of the Board.



      



      
        	6.	 	Term
                and
                Termination


      



      
        	 
	6.1
	 
                	 Subject
                to the parties obtaining any and all approvals
                legally required (including the corporate approvals required by
                Medivision), this Agreement shall be in effect as of January 1, 2003
                (“Commencement Date”) and shall, subject to this Section
                6, remain in force for a period of 24 months (the “Initial
                Term”). Unless terminated prior to the conclusion of the Initial
                Term according to the terms hereof, this Agreement shall be automatically
                renewed for additional periods of 12 months each (“Renewal
                Term”) unless terminated by either party upon written notice
                of
                at least 120 days prior to the end of any Renewal Term. The “Initial Term”
                and the “Renewal Term” shall be referred to as the
                “Term”. 


      



      
        	 
	6.2
	 
                	 Either
                party may, at any time during the Term, furnish the
                other party hereto with a written notice that this Agreement is terminated
                (“TerminationNotice”). The Termination
                Notice may be with or without Cause (as defined hereunder) and shall
                be in
                effect not earlier than 120 days from delivery
                (“NoticePeriod”).



      



      
        	 
	6.3
	 
                	 In
                the event that a Termination Notice is delivered by either
                party hereto, during the Notice Period, MS and Noam shall be obligated
                to
                continue to discharge and perform all of their duties and obligations
                with
                Company and to take all steps, satisfactory to Company, to ensure
                the
                orderly transition to any persons and/or entity designated by Company
                of
                all matters handled by MS and/or Noam during the course of their
                Services
                to the Company. 


      



      
        	 
	6.4
	 
                	 Notwithstanding
                any of the foregoing, in the event that Noam
                is incapacitated or for any other reason whatsoever is unable to
                fulfill
                his undertakings under this Agreement, the Company may in its sole
                discretion immediately and without any notice, terminate this Agreement.
                


      



      
        	 
	6.5
	 
                	 The
                provisions of Sections 6.2 — 6.4 above notwithstanding,
                Company, by furnishing a notice to MS, shall be entitled to terminate
                its
                Services to the Company with immediate effect where said termination
                is a
                Termination for Cause. In the event of such termination, without
                derogating from the rights of Company under any applicable law, MS
                and/or
                Noam shall not be entitled to any of the consideration for the period
                specified in Section 6.3 above. 


      



      
        	 
	6.6
	 
                	 As
                used in this Agreement, the term “Termination for
                Cause” shall mean termination of this Agreement and MS and/or
                Noam’s Services to the Company as a result of the occurrence of any one
                of
                the following: (i) MS and/or Noam have committed a dishonorable criminal
                offense; (ii) MS and/or Noam are in breach of any of their duties
                of trust
                or loyalty 


      



      4



      


      
        	 
	to
                Company; (iii) MS and/or Noam deliberately cause harm to
                Company’s business affairs; (iv) MS and/or Noam breach the confidentiality
                and/or non-competition and/or non-solicitation and/or assignment
                of
                inventions, and/or any other material provision of this Agreement;
                and/or
                (v) MS and/or Noam are convicted of any felony constituting an act
                of
                moral turpitude; and/or (vi) MS and/or Alex are in breach of any
                material
                condition and/or obligation under this Agreement. MS or Noam shall
                be
                jointly and severally liable for any breach and/or termination caused
                by
                either one of them. 


      



      
        	 
	6.7
	 
                	 Without
                derogating from Company’s rights pursuant to any
                applicable law, in the event that MS and/or Noam shall terminate
                this
                Agreement with immediate effect or upon shorter notice than the Notice
                Period, Company shall have, without derogating from any other remedy,
                the
                right to offset any compensation to which MS shall have otherwise
                been
                entitled for the Services hereunder during the Notice Period, or
                any part
                thereof, as the case may be, from any other payments payable to MS
                and/or
                Noam. 


      



      
        	 
	6.8
	 
                	 Prior
                to each Renewal Term the parties shall amicably
                negotiate the terms and conditions for the Renewal Term, and in the
                event
                that the parties would fail to reach a mutually agreed understanding
                as to
                such terms and conditions, then the terms and conditions as most
                recently
                amended, if at all, shall prevail and remain in full force in the
                following Renewal Term. 


      



      
        	7.	 	Proprietary
                Information and
                Confidentiality


      



      
        	 
	7.1
	 
                	 MS
                and Noam are aware that in the course of their Services to
                the Company and/or in connection therewith they shall have access
                to, and
                be entrusted with, technical, proprietary, sales, legal and financial
                data
                and information with respect to the affairs and business of Company,
                its
                affiliates, customers and suppliers, all of which such data and
                information, whether documentary, written, oral or computer generated,
                shall be deemed to be, and referred to as “Proprietary
                Information”, which, by way of illustration but
                not limitation, shall include trade and business secrets, processes,
                patents improvements, ideas, inventions (whether reduced to practice
                or
                not), techniques, products, technologies (actual or planned), financial
                statements, marketing plans, strategies, forecasts, customer (including
                customer lists) and/or suppliers lists and/or relations and/or marketing
                plans, research and development activities, formulas, data, know-how,
                designs, discoveries, models, vendors, computer hardware and software,
                drawings, operating procedures, pricing methods, marketing strategies,
                future plans, dealings and transactions, except for such information
                which, on the date of disclosure by Company is, or thereafter becomes,
                available in the public domain or is generally known in the industry
                through no fault on the part of MS and/or Noam.



      



      
        	 
	7.2
	 
                	 MS
                and Noam agree and declare that all Proprietary
                Information, patents and/or patent applications, copyrights and other
                intellectual property rights in connection therewith
                (“Confidential Information”), are and shall remain the
                sole property of Company and its assigns.



      



      
        	 
	7.3
	 
                	 At
                all times, during the Term and upon its expiration
                thereafter, MS and Noam shall keep in confidence and trust all
                Confidential Information, and any part thereof, and will not use
                or
                disclose and/or make available, directly or indirectly, to any third
                party
                any Confidential Information without the prior written consent of
                Company,
                except and to the extent as may be necessary in the ordinary course
                of
                performing MS and/or Noam’s Services pertaining to Company and except and
                to the extent as may be required under any judicial decision.
                


      



      
        	 
	7.4
	 
                	 Without
                derogating from the generality of the foregoing, MS
                and Noam agree as follows: 


      



      
        	 
	 
	7.4.1
	 
                	They
                will not copy, transmit, reproduce, summarize, quote, publish
                and/or make anycommercial or other use whatsoever of the Confidential
                Information, or any party thereof, without the prior written consent
                of
                Company, except as may be necessary in the performance of their Services
                pertaining to Company; 


      



      5



      


      
        	 
	 
	7.4.2
	 
                	They
                shall exercise the highest degree of care in safeguarding the
                Confidential Information against loss, theft or other inadvertent
                disclosure and will take all reasonable steps necessary to ensure
                the
                maintaining of confidentiality;  



      



      
        	 
	 
	7.4.3
	 
                	They
                shall not enter into the data bases of Company for any purpose
                whatsoever, including, without limitation, review, download, insert,
                change, delete and/or relocate any information, except as may be
                necessary
                in the performance of their Services pertaining to Company;  
                


      



      
        	 
	 
	7.4.4
	 
                	Upon
                termination of their Services for whatever reason, and/or as
                otherwise requested by Company, they shall promptly deliver to the
                Company
                all Confidential Information and any and all copies thereof, in whatever
                form, that had been furnished to MS and/or Noam, prepared thereby
                and/or
                came to their possession in any manner whatsoever, during and in
                the
                course of their Services to the Company, and shall not retain and/or
                make
                copies thereof in whatever form.  



      



      
        	 
	7.5
	 
                	 The
                provisions of this Section shall survive termination of
                Services and/or this Agreement and shall remain in full force and
                effect
                at all times thereafter. 


      



      
        	8.	 	Non-Competition
                and
                Non-Solicitation


      



      
        	 
	8.1
	 
                	 MS
                and Noam acknowledge that the consideration to which they
                are entitled hereunder is based upon, among other things, payment
                for
                their non competition undertakings and therefore, until the later
                of (i)
                24 months after the date of termination of this Agreement for any
                reason
                whatsoever and (ii) 24 months from the date hereof, they shall not,
                other
                than pursuant to the provisions of this Agreement:



      



      
        	 
	 
	8.1.1
	 
                	Engage
                in any capacity whatsoever, whether independently or as
                employees, consultants or otherwise, directly or indirectly, through
                any
                corporate body or with or through others, in any activity which has
                a
                direct competition to the research, development, design, , manufacturing,
                engineering and/or marketing of products or materials related to
                the
                Company’s current and/or future products.  



      



      
        	 
	 
	8.1.2
	 
                	Accept
                any position, whether as employee, consultant or otherwise,
                or hold any interest, in any corporate body which competes with Company
                in
                any field related to the Services; provided, however that nothing
                stated
                herein shall preclude MS and/or Noam from owning a stock interest
                not
                greater than 5% in any publicly traded corporation.  
                


      



      
        	 
	 
	8.1.3
	 
                	Whether
                on their own account and/or on behalf of others, in any way
                offer, solicit, interfere with, endeavor to entice away from Company
                and/or any of its affiliates, and/or otherwise contact and/or enter
                into
                any contractual or other arrangements with, any person, firm or company
                with whom Company and/or any of its affiliates shall have any contractual
                and/or commercial relationship as an employee, consultant, licenser,
                joint
                venture, supplier, customer, distributor, agent or contractor of
                whatsoever nature.   


      



      
        	 
	8.2
	 
                	 The
                provisions of this Section shall survive termination of
                this Agreement. 


      



      
        	 
	8.3
	 
                	  MS
                and Noam acknowledge that the provisions of this
                Section 8 are derived from their access to the Confidential Information
                and are reasonable and necessary to legitimately protect the Company’s
                Confidential Information. MS and Noam further acknowledge that they
                have
                carefully reviewed the provisions of this Section 8, they fully understand
                the consequences thereof and they have assessed the respective advantages
                and disadvantages to them of entering into this Agreement. MS and
                Noam
                also acknowledge that the compensation set under Section 5 to this
                Agreement is also a proper compensation for their undertakings and
                obligations set in this Section 8. 


      



      
        	 
	8.4
	 
                	 All
                of the above provisions shall not apply to any of MS
                and/or Noam’s current and/or future engagements with Medivision and/or any
                of its affiliates. 


      



      6



      


      
        	9.	 	Inventions


      



      
        	 
	9.1
	 
                	 MS
                and Noam agree to promptly and fully inform and disclose
                to Company all inventions, designs, improvements and discoveries
                which
                they now have or may hereafter have during the Term which pertain
                to or
                relate to Company or to any experimental work performed by Company,
                whether conceived by MS and/or Noam alone or with others and whether
                or
                not conceived during regular working hours or prior to or after the
                date
                of this Agreement and which pertains to the Services
                (“Inventions”). 


      



      
        	 
	9.2
	 
                	 All
                Inventions, and any and all rights, interests and title
                therein, shall be the exclusive property of Company and MS and/or
                Noam
                shall not be entitled to any right, compensation and/or reward in
                connection therewith. 


      



      
        	 
	9.3
	 
                	 In
                the event that by operation of law, any Invention shall be
                deemed MS’s and/or Noam’s, MS and Noam hereby irrevocably assign and shall
                in the future take all the requisite steps (including by way of
                illustration only, signing all appropriate documents) to assign to
                Company
                and/or its designee any and all of its foregoing rights, titles and
                interests, on a worldwide basis and hereby further acknowledge and
                shall
                in the future acknowledge Company’s full and exclusive ownership in all
                such Inventions. To the extent necessary, MS and Noam shall, during
                the
                Term or at any time thereafter, execute all documents and take all
                steps
                necessary to fully effectuate the assignment to Company and/or its
                designee and/or assist Company to obtain the exclusive and absolute
                rights, title and interests in and to all Inventions, whether by
                the
                registration of patent, trade mark, trade secret and/or any other
                applicable legal protection, and to protect same against infringement
                by
                any third party. This provision shall apply with equal force and
                effect to
                all items that may be subject to copyright or trademark protection.
                


      



      
        	 
	9.4
	 
                	 The
                provisions of this Section shall survive termination of
                this Agreement and shall be and remain in full force and effect at
                all
                times thereafter. 


      



      
        	10.	 	Indemnification


      



      
        	 
	10.1
	 
                	 Each
                Party (an “Indemnifying Party”)
                undertakes to indemnify and hold harmless the other Party (an
                “Indemnified Party”), without limitation of term or
                amount, against any damage or loss incurred thereby stemming from
                a claim,
                action or proceeding regarding a breach of any of the parties’ respective
                representations and/or warranties and/or undertakings provided in
                this
                Agreement. The foregoing undertaking shall be in effect provided
                that the
                Indemnifying Party is afforded, by the Indemnified Party: (a) prompt
                written notice of any such claim, action or proceeding; and (b) the
                authority to direct the defense and settlement of such claim, action
                or
                proceeding; and (c) all authority, reasonably available information
                and
                assistance (at the Indemnifying Party’s expense) reasonably requested by
                the Indemnifying Party for the defense of the same.



      



      
        	 
	10.2
	 
                	 Without
                derogating from the foregoing, in the event that any
                competent court or authority shall rule that contrary to the provisions
                of
                this Agreement, MS and/or Noam is to be considered an employee of
                the
                Company, MS and Noam shall indemnify and hold harmless the Company,
                its
                officers, employees and shareholders in any of the following events:
                


      



      
        	 
	 
	10.2.1
	 
                	For
                any amount the Company, its officers, employees and
                shareholders shall be obliged to pay to MS and/or Noam’s heirs or kinsmen
                for any reason whatsoever but not including any obligation to pay
                MS
                and/or Noam resulting from an act of negligence or malice of the
                Company,
                its officers, employees or shareholders.  



      



      
        	 
	 
	10.2.2
	 
                	For
                any payment or reimbursement made by the Company for or on
                behalf of MS and/or Noam including any payment made to Bituach Leumi,
                and
                Income Tax and/or any other Tax Authority.  



      



      
        	 
	 
	10.2.3
	 
                	For
                any expenses and/or legal fees paid by the Company for legal
                proceedings in connection with any claim made by MS and/or Noam that
                they
                were employed by the   


      



      7



      


      
        	 
	Company,
                and for any liability whatsoever that will be placed upon
                the Company resulting from such claim.



      



      
        	 
	10.3
	 
                	Without
                derogating from the abovementioned, MS and Noam undertake
                to indemnify the Company and/or any third party, for any damages
                and/or
                losses incurred thereby as a result of any breach of MS and/or Noam’s
                obligations pursuant to Section 7 above.



      



      
        	11.	 	Limitation
                of
                Liability


      



      
        	 
	In
                no event shall either party have any liability to the other
                party and/or any third party for any cause of action relating to
                this
                Agreement for any incidental, consequential, special or speculative
                damages, including, but not limited to, damages for loss of profits
                or
                use, business interruption or loss of good will, irrespective of
                whether
                the party has advance notice of the possibility of such damage. The
                foregoing limitation shall not apply to a claim by either party that
                the
                other party has misappropriated or otherwise improperly used its
                technology or intellectual property or that the Services were provided
                improperly. 


      



      
        	12.	 	General
                Provisions


      



      
        	 
	12.1
	 
                	MS
                and/or Noam may not assign or transfer any right, claim or
                obligation provided herein. 


      



      
        	 
	12.2
	 
                	Company
                shall be entitled to assign or transfer any right, claim or
                obligation provided herein. 


      



      
        	 
	12.3
	 
                	Company
                shall be entitled to offset from any and/or all payments to
                which MS and/or Noam shall be entitled thereof, any and/or all amounts
                to
                which Company shall be entitled from MS and/or Noam at such time.
                


      



      
        	 
	12.4
	 
                	 Company’s
                failure or delay in enforcing any of the provisions
                of this Agreement shall not, in any way, be construed as a waiver
                of any
                such provisions, or prevent Company thereafter from enforcing each
                and
                every other provision of this Agreement which were previously not
                enforced. 


      



      
        	 
	12.5
	 
                	 This
                Agreement shall not be amended, modified or varied by
                any oral agreement or representation other than by a written instrument
                executed by the parties or their duly authorized representatives.
                


      



      
        	 
	12.6
	 
                	 This
                Agreement shall be interpreted and construed in
                accordance with the laws of the State of Israel. The Courts of Tel-Aviv
                shall have exclusive jurisdiction over any dispute arising out of
                or in
                connection with this Agreement or the rights and liabilities of the
                parties hereunder. 


      



      
        	 
	12.7
	 
                	 This
                Agreement constitutes the entire agreement of the
                parties hereto with respect to the subject matters hereof, supersedes
                all
                prior agreements and understandings between the parties with respect
                thereto. 


      



      
        	 
	12.8
	 
                	 Captions
                and paragraph headings used in this Agreement are
                for convenience purposes only and shall not be used for the interpretation
                thereof. 


      



      
        	 
	12.9
	 
                	 If
                any term or provision of this Agreement or the application
                thereof to any person or circumstance shall, to any extent, be invalid
                or
                unenforceable, the remainder of this Agreement, or the application
                of such
                term or provisions to persons or circumstances other than those as
                to
                which it is held invalid or unenforceable shall not be affected thereby,
                and each term and provision of this Agreement shall be valid and
                enforced
                to the fullest extent permitted by law. The Company’s rights and remedies
                provided for in this Agreement or by law shall, to the extent permitted
                by
                law, be cumulative. 


      



      
        	 
	12.10
	 
                	 Notices
                given hereunder shall be in writing and shall be
                deemed to have been duly given on the date of personal delivery,
                4
                business days from the date of postmark if mailed by certified or
                registered mail, or one business day of the date sent by facsimile
                upon
                transmission and electronic confirmation of receipt or (if transmitted
                and
                received on a non-business day), addressed as set forth above or
                such
                other address as either party may 


      



      8



      


      
        	 
	designate
                to the other in accordance with the aforesaid procedure.
                Notices served to either MS or Noam shall be deemed to have been
                served to
                both of them. 


      



      
        	 
	12.11
	 
                	Suspending
                Condition: This Agreement is
                subject to obtaining all the legally required corporate approvals
                of the
                Company and MediVision. 


      



              IN
        WITNESS
        WHEREOF, the parties hereto have hereby duly executed this Agreement on
        the day and year first set forth above. 

      
        	/s/ Jonathan
                Adereth	 	 
	 	 	 
	/s/
                Ariel Shenhar
                

              	/s/ Noam
                Allon
                

              	/s/
                Noam Allon
                

              
	Ophthalmic
                Imaging Systems
By: Jonathan
                Adereth      Ariel
                Shenhar

Title: Chairman      
                         CFO	
                Medi
                  Strategy Ltd.

                By:
                  Noam Allon
Title: President

              	Noam
                Allon
	 	 	 


      


      9



      



      September
        30, 2005 


      To:
        Noam Allon
MediStrategy 


      Services
        agreement – Addendum 1 


      Dear
        Noam, 


      The
        following items have been changed in the Services Agreement effective since
        1/1/2004 between OIS, MediStrategy and you. The changes are in effect starting
        September 1, 2005. 


      
        	 
	1.
	 
                	 Appendix
                B – The Compensation – Section 1.1 — The monthly sum
                will change from $3,300 to $4,000. 


      



      
        	 
	2.
	 
                	Appendix
                B – The Compensation – Section 1.3 — The yearly
                performance based bonus maximum amount will change from $20,000 to
                $10,000. 


      



      All
        other
        terms in the Services Agreement remain in effect. 


      Sincerely,
        

      
        	Yigal Berman

	agreed and approved:

	   


	/s/ Yigal Berman
Chairman

	/s/ Noam Allon
MediStrategy

	/s/ Noam Allon
Noam Allon


	Date:


                

              	    


                

              	    


                

              


      


      This
        Addendum was approved by OIS Compensation Committee dated September 30, 2005.
        


      10