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                                                                 EXHIBIT 10.2(f)



                   INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
                          Employee Stock Purchase Plan

                  (As amended and restated on October 31, 1999)


        1. Participants. All employees and directors of International Remote
Imaging Systems, Inc. (the "COMPANY") may participate in the Employee Stock
Purchase Plan (the "PLAN").

        2. Method of Purchase. To purchase shares under the Plan, a participant
must complete, sign and deliver a Direct Purchase Authorization form for each
transaction, along with payment in full in cash for the dollar amount to be
purchased, to the Controller of the Company. The participant must specify a date
of purchase in the form, and the form and payment must be delivered to the
Controller at least 3 business days prior to the desired date of purchase.
Without prior approval from the Compensation Committee of the Board of
Directors, no person may invest more than 15% of his or her annual cash
compensation from the Company. Annual cash compensation consists of (i) an
employee's base salary plus cash bonuses and commissions or (ii) a director's
annual retainer plus any additional cash director fees for service beyond
normal, routine board services. With respect to any particular date, the
calculation of the 15% investment limit will be based on the individual's then
annual base salary rate or annual retainer rate for that calendar year, plus any
bonuses, commissions and additional director fees actually paid through the date
of calculation in that calendar year. Accrued vacation and Company contributions
to any retirement plan will not be included in the calculation.

        3. Price per Share. Participants may purchase common stock at a price
per share equal to 50% of the greater of (i) the average closing price of the
common stock on the American Stock Exchange for the 10 consecutive trading days
ending on date of purchase or (ii) the closing price of the common stock on the
American Stock Exchange on the date of purchase. The minimum transaction size is
$1,000. Fractional shares will not be issued, and any funds remaining after
purchasing an even number of shares will be refunded.

        4. Restriction on Transfer; Option to Repurchase. The shares purchased
under this Plan must be held and may not be transferred for two (2) years
following the date of purchase except following the death of the participant or
a Change in Control of the Company (as defined below). During the two-year
holding period, the Company will have the option to repurchase the shares if the
participant resigns or is terminated. If the participant resigns or is
terminated for cause, the purchase price will be the amount originally paid by
the participant for the shares to be repurchased. If the participant is
terminated without cause, the purchase price will be the average closing price
of the common stock on the American Stock Exchange for the 10 consecutive
trading days ending on the date of termination or resignation (but not less than
the amount originally paid by the participant). Certificates shall bear a legend
relating to the restriction on transfer and the Company's repurchase option.

        5. Administration; Termination; Amendment. Any questions relating to the
administration of this Plan will be determined in good faith by the Compensation
Committee. This Plan may be terminated or amended at any time by the Board of
Directors or its Compensation Committee without prior notice to the
participants.

        6. Tax Effect; Withholding Obligations. This Plan is not qualified under
Section 401(a)



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(Qualified Pension, Profit-Sharing, and Stock Bonus Plans) or Section 423
(Employee Stock Purchase Plans) of the Internal Revenue Code of 1986.
Accordingly, under current federal tax law, participants must pay taxes on the
discounted purchase of common stock under the Plan for the tax year in which the
2-year restriction period described in paragraph 4 lapses. Upon the lapse of
this restriction, the Company will (i) request an immediate lump sum payment to
satisfy its legally mandated withholding obligation or (ii) deduct the amount
due from the participant's payroll checks or other cash compensation. The
Company may hold any shares of common stock purchased under this Plan until the
participant has satisfied the withholding obligation.

        7. Change in Control. A "Change in Control" means any of the following
events: (i) the dissolution or liquidation of the Company, (ii) a sale of
substantially all the assets of the Company, (iii) a reorganization, merger or
consolidation of the Company with one or more corporations as a result of which
the outstanding common stock of the Company is converted to cash, securities of
another corporation or other property (unless the principal purpose of such
transaction is to change the State of incorporation of the Company or the
shareholders of the Company receive in excess of 60% of the voting stock of such
other corporation) or (iv) the acquisition of the beneficial ownership of more
than 35% of the outstanding common stock of the Company by any person or group
(as defined under the Securities Exchange Act of 1934, as amended).


                                  CERTIFICATION

        The undersigned certifies that (i) he is the duly elected, qualified and
acting Vice President, Finance and Administration, Chief Financial Officer and
Secretary of International Remote Imaging Systems, Inc., a Delaware corporation,
and (ii) the foregoing is a true and correct copy of the Employee Stock Purchase
Plan as amended and restated by the Board of Directors at a meeting held on
October 31, 1999.



Dated:  January ___, 2000            ___________________________________________
                                     Martin S. McDermut
                                     Vice President, Finance and Administration,
                                     Chief  Financial  Officer and Secretary



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