Exhibit 10.28



RESEARCH AND
DEVELOPMENT SERVICES AGREEMENT 



This Research and Development
Services Agreement is entered into this 1st day of January, 2004 by and between MediVision
Medical Imaging Ltd., an Israeli company, with its principal place of business at 2
Hatamar St., Kenyon Hadrachim, P.O. Box 45, Upper Yokneam, 20692, Israel (“MV”)
and Ophthalmic Imaging Systems, a California corporation, with its principal place of
business at 221 Lathrop Way, Suite I, Sacramento, California 95815, U.S.A.
(“OIS”) (each a “Party” and collectively the “Parties”). 



	WHEREAS  	  	MV
                 and OIS have been cooperating in the commercialization of certain
products of the               ‘WinStation’ series including the WinStation XP
line of products; and  






	WHEREAS  	  	OIS
possesses the means, experience, knowledge, information and accessibility to markets
                and customer needs, required in order to define specifications for
follow-on WinStation                 products and market and distribute them; and 






	WHEREAS  	  	MV
has the means, experience, know-how and ability required in order to develop follow-on
                WinStation products, and is willing to provide OIS with development
services of such                 products subject to OIS’ participation in defining
the specifications thereof, all in                 accordance with the provisions hereof;
and;  







	WHEREAS  	  	OIS
agrees to participate in defining the specifications of such products and to undertake
                the terms and conditions of this Agreement. 






NOW
THEREFORE, in consideration of the representations, covenants and undertakings herein, MV
and OIS do hereby agree as follows: 



	1  	   	PREAMBLE,
APPENDICES AND HEADINGS  






	 1.1  	  	The
preamble to this agreement and the appendices and schedules hereto constitute an integral
part hereof. 






	1.2  	  	 The
section headings in this agreement are intended for convenience purposes only and no
meaning shall be attributed thereto for the purpose of the interpretation of this
agreement and/or any of the provisions hereof.  






	2  	   	REPRESENTATIONS
AND WARRANTIES  






The
Parties do hereby mutually represent and warrant as follows: 



	2.1  	  	 There
is no impediment either at law or pursuant to any agreement or other instrument, to
either Party’s entering into this agreement and/or to the performance of their
respective undertakings hereunder.  






	2.2  	  	 Each
Party has, or shall obtain prior to performance of its undertakings hereunder, all the
ability, skills, knowledge, experience, access and equipment required in order to perform
its undertakings hereunder.  






	2.3  	  	 Each
Party has, or shall obtain prior to performance of its undertakings hereunder, any and
all licenses, permits, consents, approvals, including but not limited to corporate
approvals and any third party consents legally required for the performance of its
undertakings hereunder.  






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	3  	   	RESEARCH
& DEVELOPMENT  






	3.1  	  	 MV
hereby undertakes to effect its best efforts to develop the WinStation (including
WinStation XP product line (or any similar product to be otherwise named, hereinafter the
“Product”) conforming to the specifications provided by OIS and attached hereto
as Schedule 3.1 hereof, as may be amended by the Parties from time to time pursuant to
the provisions hereof, in accordance with the timetables and milestones detailed
thereunder, and to perform and conduct all of the research and development work detailed
in Schedule 3.1 hereto, and any other research and/or development services as the Parties
shall, from time to time, agree, (hereinafter the “R&D Services”).  






	3.2  	  	 For
the purposes hereof, completion of any task, service and/or milestone of the R&D
Services, including completion of the development of the Product shall have occurred upon
sufficient demonstration by MV that the goals to be achieved, as agreed between the
Parties, have been achieved.  






	3.3  	  	 So
long as this Agreement remains in force, and except as specifically provided hereunder,
OIS shall not, directly or through any contractor other than MV, attempt to carry out the
R&D Services or any portion thereof or otherwise perform or contract with any third
parties for performance of any research and or development relating directly or
indirectly to the Product, or similar technologies and/or products, without the prior
written consent of MV.  






	Nothing  	  	in
this Section 3.3 shall be construed as restricting or limiting MV from hiring
subcontractors for the performance of its undertakings hereunder, as long as the
conditions in paragraph 5.5 are met  






	4  	   	UNDERTAKINGS
OF THE PARTIES  






	4.1  	  	 MV
undertakes to diligently perform and conduct the R&D Services in accordance with the
provisions of this Agreement. OIS undertakes to diligently provide any amendments,
upgrades and/or follow-on specifications, in addition to those which OIS has provided as
detailed in Schedule 3.1, which may be required in order to complete the development of
the Product and/or the R&D Services in accordance herewith. The Parties shall
cooperate in good faith with respect to the implementation of the R&D Services in
accordance with the provisions hereof.  






	4.2  	  	 The
Parties will each keep and maintain true and complete records and books of account
documenting all amounts expended by each of them and/or received by each from the other
and/or from third parties, in connection with this Agreement, including but not limited
to the items included under the definition of the term “MV’s R&D Services
Costs” as defined below.  






	4.3  	  	 At
such times as shall be agreed between the Parties from time to time, the Parties will
provide each other with periodic financial reports setting forth the expenses and/or
income referred to in Section 4.2 above in form and substance as shall be agreed by the
Parties from time to time (the “Financial Reports “). Without derogating from
the forgoing, during the term hereof, each Party shall keep the other informed and
updated as to its progress in fulfilling its respective tasks set forth in this
Agreement, and shall extend reasonable assistance in the form of information and advice
which could be of use to the other.  






	4.4  	  	 The
Parties shall cooperate and render each other all reasonable assistance with regard to
obtaining any regulatory approvals required for any use by or of the Product and/or any
other results of the  






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R&D
Services hereunder, including with respect to preparing and filing the necessary
documentation and material for the registration of products thereof with any national
health authorities and other such authorities, in jurisdictions and in such manner as the
Parties shall determine, upon mutual consent.  






	4.5  	  	 Each
Party shall at all times during the term hereof and for a period of 12 months after its
termination for any reason whatsoever, maintain a reasonable level of insurance
sufficient to cover its liabilities hereunder, including the liabilities of its officers,
directors, shareholders, employees, agents, representatives, affiliates, partners and
consultants.  






	5  	   	CONSIDERATION  






	5.1  	  	 In
full consideration for MV’s R&D Services and MV’s fulfillment of its
obligations in pursuance of this Agreement, OIS shall pay MV a monthly payment as
stipulated in Schedule 5.1a (the “Monthly Compensation”). The Monthly
Compensation shall be based upon MV’s R&D Services Costs plus 12%, provided
however that MV delivered to OIS the deliverables detailed in Schedule 5.1b pursuant to
the schedule detailed thereunder. For the purpose of this Agreement the term R&D
Services Costs shall mean: Direct expenses incurred in implementing the R&D plan
including but not limited to Payroll expenses, transportation and vehicles maintenance of
R&D employees, Subcontractors and consultants, patent registration, travels of R&D
employees, relevant G&A allocations  






	5.2  	  	 The
Monthly Compensation will be paid monthly on the basis of net plus 7 days, in respect of
the previous calendar month against a proper invoice issued by MV.  






	5.3  	  	 The
Monthly Compensation shall be the final and only remuneration and consideration that MV
shall be entitled to receive from OIS in connection with the R&D Services provided by
MV to OIS hereunder, unless mutually agreed otherwise.  






	5.4  	  	 Value
Added Tax, as well as any applicable duty or tax due in connection with the performance
of the Parties’ respective obligations hereunder shall be added to any payments to
be made by OIS hereunder, at the rate applicable at the time of effecting such payment,
against proper tax invoices. Currently there is no known tax to be paid.  






	5.5  	  	 Every
new expense in MV R&D, which relate to the Services provided to OIS under this
agreement, including hiring new employee that is charged to R&D, increasing costs of
current R&D employee, signing new contract with R&D subcontractor, ordering new
mission with R&D subcontractor or any other significant new expense in R&D would
require written approval from OIS prior to MV committing the new expense.  






	6  	   	INTELLECTUAL
PROPERTY RIGHTS  






	6.1  	  	 It
is hereby agreed and understood by both Parties that, at all times during the term of
this agreement and thereafter, title in and to any Intellectual Property resulting from
the R&D Services, including but not limited to the Product and any developments
and/or derivatives thereof, developed by and/or on behalf of any of the Parties hereto
and/or their respective employees, consultants, is and shall remain the property of OIS,
and MV shall have neither any rights, title or interest therein or thereto, nor any
claims against OIS in connection therewith.

For the purpose hereof the term “Intellectual Property” shall mean all form of
intellectual property, whether registered or un-registered, including but not limited any
trade secret, know-how, discoveries and inventions, whether or not patentable, patent,
patent application, copyrights, prototypes, designs, techniques, concepts, data
engineering and manufacturing information, 






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procedures,
formulae, specifications and any other physical manifestation or embodiment of such trade
secrets, know- how or other proprietary information relating thereto.  






	6.2  	  	 The
Parties shall provide one another with the products and technologies required to carry
out the R&D Services set forth in this Agreement, and shall likewise share with one
another any technical information in its possession regarding the Product and any part
thereof, which may be pertinent for the successful completion of said Product. Each Party
hereby grants the other a non-exclusive, royalty free, non transferable license, for the
term of this Agreement, to use the products, technologies and information provided by
such party, to the other pursuant to this Section, solely for the purpose of performing
its undertakings under this Agreement.  






	6.3  	  	 Without
derogating from the provisions of Sections 6.1 — 6.2 above, each Party throughout
the term of this agreement and at all times thereafter, shall retain the full and
exclusive ownership of its own Intellectual Property which is not the subject matter of
this agreement, whether developed before or after the date hereof, and such ownership
shall in no way be reduced, fettered or otherwise modified by the terms and conditions
hereof.  






	6.4  	  	 The
Parties shall fully cooperate and assist one another in connection with registration of
any of their respective Intellectual Property rights referred to hereunder and/or
prosecution of any breach and/or trespasses thereon by any third party.  






	6.5  	  	WinStation
product line is currently protected by software protection plug (HASP) purchased from
Aladdin in Israel. MV does not have HASP plugs in stock besides 20 plugs for R&D
testing and 15 plugs for marketing uses.  






	7  	   	TERM
AND TERMINATION  






	7.1  	  	 This
Agreement shall continue in full force and effect as of the date hereof and for a period
of 24 (twenty) months (the “First Term”), unless and until terminated in
accordance herewith.  






	  	
Unless
terminated prior to the conclusion of the First Term of Agreement pursuant to Sec. 7.2
hereunder this Agreement shall be automatically renewed for additional 12 (twelve) month
periods (“Renewal Term”) at the end of each Renewal Term.  






	7.2  	  	Either
Party may terminate this Agreement upon 6 (six) months prior written notice, or with
immediate effect and without prior notice in the event that one or more of the following
occurs to the other Party and continues for a period of sixty (60) days: The other Party
(A) files a request, or adopts a resolution, for a voluntary liquidation, (B) is subject
to an order for liquidation, bankruptcy or dissolution, (C) becomes insolvent or, (D) to
the extent any of the following events materially and adversely interfere with the
performance of a Party’s obligations hereunder: (i) such Party is subject to the
appointment of a trustee, liquidator or receiver (whether permanent or temporary) or to
an imposition of a lien or attachment over a material portion of its assets, and/or (ii)
such Party makes an assignment of a material portion of its assets for the benefit of
creditors.  






	7.3  	  	In
any termination of this Agreement as stipulated hereinabove the Parties’respective
rights and/or obligations pursuant to this Agreement will terminate and be of no further
force or effect, with the exception of the provisions of Sections 2, 4.5, 6.1, 6.3, 6.4,
7.3, 8, 9, 10 hereof, which will survive such termination. The said termination shall not
apply to any rights, powers or obligations of the Parties, or any of them, with respect
to products and/or Intellectual Property sold and/or otherwise commercialized hereunder
prior to the termination and with regard to same all of the Parties’ 






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respective
obligations, warranties and undertakings, as provided in this Agreement, shall continue
to apply and shall be in full force. 






	8  	   	CONFIDENTIALITY
AND NON SOLICITATION  






	8.1  	  	 The
Parties acknowledge and agree that the Intellectual Property as well as any other
proprietary information of each other, constitutes and at all times will constitute, a
highly valuable asset and shall be deemed to constitute confidential information.  






	8.2  	  	 Each
Party agrees that it will treat in the strictest confidence all confidential information
of the other Party, whether in written or oral form and that without the prior written
consent of the other Party, it will neither disclose such information to any third party,
nor use same for any unauthorized purpose and that it will impose upon its respective
affiliates, employees, consultants and agents the same obligation with respect to such
information, as it does with respect to its own information of a confidential nature.  






	8.3  	  	If
disclosure of confidential information is legally required pursuant to any applicable law
and/or judicial or other governmental action, the Party subject to such disclosure
requirement will (i) immediately notify the other Party, (ii) refrain from making the
disclosure without coordinating its contents with the other Party and/or first allowing
it the opportunity to oppose the action, (iii) cooperate fully with the other Party in
opposing and limiting the scope of the disclosure, (iv) continue treating confidential
information as confidential provided it is not otherwise made public, and (v) be released
from its obligations under Section 8.2 above to the extent, but only to the extent, of
the compelled disclosure.  






	8.4  	  	MV
hereby undertakes that during the term hereof and for a period of 24 months after the
termination of this Agreement for any reason whatsoever, it will not, directly or
indirectly, be engaged or participate, whether as owner shareholder, partner, director,
financial investor, agent, consultant, designer, advisor or employer or in any other
manner be involved in any business or enterprise wherever in the world located, which is
engaged in development and/or commercialization of products which are directly
competitive with the Products and/or based, to a material extent, upon any Intellectual
Property of OIS, other than pursuant to the provisions hereof and/or as mutually agreed.  






	  	
OIS
 hereby undertakes that during the term hereof and for a period of 18 months after
the termination of this Agreement for any reason whatsoever, it will not, directly or
indirectly, be engaged or participate, whether as owner shareholder, partner, director,
financial investor, agent, consultant, designer, advisor or employer or in any other
manner be involved in any business or enterprise wherever in the world located, which is
engaged in development and/or commercialization of products which are directly
competitive with and/or based upon, to a material extent, any Intellectual Property of
MV, other than pursuant to the provisions hereof and/or as mutually agreed.  






	8.5  	  	Each
of the Parties hereby undertakes during the term hereof and for a period of 12 months
after the termination of this Agreement for any reason whatsoever, not to, without the
prior written consent of the other Party, directly or indirectly: (i) employ or engage,
as an employee, contractor, consultant, director or otherwise, any of the other Party’s
employees (including persons which have been employed by such other Party during the 6
{six} month period, or any part thereof, preceding the date of this agreement), with the
exception of employees serving both Companies during the term of this Agreement; and (ii)
interfere with existing business and/or contractual  






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relationships
between the other Party and its customers, distributors and/or marketing agents, with the
exception of such parties with whom both Companies are engaged with during the term of
this Agreement.  






	8.6  	  	Each
Party acknowledges and agrees that, in the event of its threatened or actual breach of
the provisions of this Section 8, damages alone will be an inadequate remedy, that such
breach will cause the other Party great, immediate and irreparable injury and damage, and
that the other Party shall therefore be entitled to injunctive and other equitable relief
in addition to, and not in lieu of, any remedies it may have at law or under this
Agreement.  






	9  	   	INDEMNIFICATION;
LIMITATION OF LIABILITY  






	9.1  	  	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
obligations hereunder. 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.  






	9.2  	  	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.  






	10  	   	GENERAL
TERMS  






	10.1	  	This Agreement shall
be exclusively governed and construed in accordance with the laws of the
State of Israel. Both Parties hereby submit to the exclusive jurisdiction of the Israeli
courts located in Tel-Aviv — Jaffa and agree that such courts shall have exclusive
jurisdiction in all matters relating to this agreement.  






	10.2  	  	 This
Agreement constitutes the entire agreement among the Parties with respect to the subject
matter hereof, and may not be amended, altered or modified except in writing signed by
the Parties. This Agreement supersedes all prior written, and all prior and
contemporaneous oral agreements, representations, warranties, statements, promises and
understandings with respect to the subject matter hereof.  






	10.3  	  	 No
failure or delay by either Party in exercising any right, power or remedy with respect to
any of the provisions of this Agreement shall operate as a waiver of such provisions with
respect to such occurrences; nor shall any extension of time or other indulgence granted
to a Party hereunder otherwise alter or affect any power, remedy or right of the other
Party, or the obligations of the Party to whom such extension or indulgence is granted.  






	10.4  	  	 Each
Party is an independent contractor, and this Agreement shall not be construed as creating
a partnership, joint venture or employment relationship between the Parties or as
creating any other form of legal association that would impose liability on one Party for
the act or failure to act of the other Party. Neither of the Parties (including its
Affiliates, agents, representatives, employees or others acting on its behalf) is a
representative of the other for any purpose, and no such Party has  






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any
power or authority to represent, act for, bind or otherwise create or assume any
obligation on behalf of the other Party for any purpose whatsoever.  






	10.5  	  	Except
with the prior written consent of both Parties hereto, this Agreement is not transferable
or assignable, whether in whole or in part, voluntarily or by merger, consolidation or
sale or otherwise by operation of law, and no Party shall have the power or right to
assign, transfer or delegate any of its rights or obligations hereunder. The foregoing
shall not limit MV from hiring sub-contractors for the performance of its undertakings
hereunder.  






	10.6  	  	 All
notices or other communications which shall or may be given pursuant to this Agreement
shall be in writing, shall be effective upon receipt, and shall be delivered by certified
or registered air mail, facsimile transmission or electronic or telex mail addressed as
set forth above or as is provided in the future by written notice.  






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IN WITNESS WHEREOF, each of the
Parties has duly executed this Agreement as of the day first written above. 



	/s/ Noam Allon
	/s/ Gil Allon

	MediVision Medical Imaging Ltd.



By: Noam Allon

Title: President, CEO	Ophthalmic Imaging Systems



By: Gil Allon

Title: CEO