OPHTHALMIC IMAGING SYSTEMS, INC.
                      1997 STOCK OPTION PLAN



1.   PURPOSE; DEFINITIONS.

     1.1  PURPOSE.   The  purpose  of  the  Plan is to attract, retain, and
motivate  the  officers  and  employees  of the Company,  as  well  as  the
consultants to and directors of the Company,  by  giving  all  of  them the
opportunity   to  acquire  Stock  ownership  in  the  Company  and  thereby
instilling in them the same goals as the Company's other equity owners.

     1.2  DEFINITIONS.  For purposes of the Plan, the following terms shall
have the following meanings:

          1.2.1     "ADMINISTRATOR"  shall  mean the Compensation Committee
                    referred  to  in  Section  4   in   its   capacity   as
                    administrator of the Plan in accordance with Section 4.

          1.2.2     "BOARD"  shall  mean  the  Board  of  Directors  of the
                    Company.

          1.2.3     "COMPANY"  shall mean Ophthalmic Imaging Systems, Inc.,
                    a California corporation.

          1.2.4     "DIRECTOR" shall mean a member of the Board.

          1.2.5     "EFFECTIVE DATE"  shall  have  the meaning set forth in
                    Section 2.

          1.2.6     "ELIGIBLE PERSON" shall mean any  director (including a
                    director  who  is  also  a  member of the  Compensation
                    Committee), officer, consultant,  or  employee  of  the
                    Company.

          1.2.7     "FAIR MARKET VALUE" shall mean the value established by
                    the  Administrator  for  purposes  of  granting Options
                    under the Plan.

          1.2.8     "GRANT  DATE"  shall  mean  the  date of grant  of  any
                     Option.

          1.2.9     "OPTION" shall mean an option to purchase  common stock
                    under this Plan.  All Options under the Plan  shall  be
                    non-qualified stock options.

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          1.2.10    "OPTION   AGREEMENT"  shall  mean  the  written  option
                    agreement with respect to an Option.

          1.2.11    "OPTIONEE" shall mean the holder of an Option.

          1.2.12    "PLAN" shall mean this Ophthalmic Imaging Systems, Inc.
                    1997 Stock Option Plan, as amended from time to time.

          1.2.13    "STOCK" shall  mean the common stock of the Company, no
                    par value, and any successor entity to the Company.

          1.2.14    "VESTING DATE" shall  mean  the date on which an Option
                    becomes wholly or partially exercisable,  as determined
                    by the Administrator in its sole discretion.

2.   EFFECTIVE DATE; TERM OF PLAN.

     The  Effective Date of this Plan shall be upon the date the  Board  of
Directors approve  this  Plan.  This Plan, but not Options already granted,
shall terminate automatically  five  (5)  years  after  its adoption by the
Board, unless terminated earlier by the Board under Section 12.  No Options
shall  be  granted  after termination of this Plan but all Options  granted
prior to termination shall remain in effect in accordance with their terms.

3.   NUMBER AND SOURCE OF SHARES OF STOCK SUBJECT TO THE PLAN.

     Subject to the provisions  of Section 7, the total number of shares of
Stock with respect to which Options  may  be  granted  under this Plan is 1
million (1,000,000) shares of Stock.  The shares of Stock  covered  by  any
canceled,  expired, or terminated Option or the unexercised portion thereof
shall become  available  again  for  grant  under this Plan.  The shares of
Stock to be issued hereunder upon exercise of  an  Option  may  consist  of
authorized and unissued shares or treasury shares.

4.   ADMINISTRATION OF THE PLAN.

     This  Plan  shall  be  administered by a committee of at least two (2)
non-employee  members of the  Board to which administration of this Plan is
delegated by the Board (the "Compensation Committee").  The "Administrator"
shall mean the "Compensation Committee"  referred  to  in this Section 4 in
its capacity as administrator of the Plan in accordance  with  this Section
4.   The Administrator may delegate nondiscretionary administrative  duties
to such employees of the Company as it deems proper.

     Subject  to  the  express  provisions  of this Plan, the Administrator
shall  have  the  authority to construe and interpret  this  Plan  and  any

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agreements defining the rights and obligations of the Company and Optionees
under this Plan; to  further  define  the  terms  used  in  this  Plan;  to
prescribe,  amend,  and  rescind  rules  and  regulations  relating  to the
administration  of  this  Plan;  to  determine the duration and purposes of
leaves of absence which may be granted  to Optionees without constituting a
termination of their employment for purposes  of this Plan; and to make all
other determinations necessary or advisable for  the administration of this
Plan.

     Any decision or action of the Administrator in  connection  with  this
Plan  or Options granted or shares of Stock purchased under this Plan shall
be final  and  binding.   The  Administrator  shall  not  be liable for any
decision, action, or omission respecting this Plan, or any  Options granted
or shares of Stock sold under this Plan.  The Board at any time may abolish
the  Compensation  Committee and revest in the Board the administration  of
the Plan.

     To the extent permitted by applicable law in effect from time to time,
no member of the Compensation  Committee or the Board of Directors shall be
liable for any action or omission  of  any other member of the Compensation
Committee or the Board of Directors, nor  for  any  act  or omission on the
member's  own part, excepting only the member's own willful  misconduct  or
gross negligence, arising out of or related to the Plan.  The Company shall
pay expenses incurred by, and satisfy a judgment or fine rendered or levied
against, a  present  or  former  director  or  member  of  the Compensation
Committee or Board in any action against such person (whether  or  not  the
Company is joined as a party defendant) to impose liability or a penalty on
such  person for an act alleged to have been committed by such person while
a director  or  member  of the Compensation Committee or Board arising with
respect to the Plan or administration  thereof, or out of membership on the
Compensation  Committee  or  Board,  or  by the  Company,  or  all  or  any
combination  of  the  preceding;  provided, the  director  or  Compensation
Committee member was acting in good  faith,  within  what  such director or
Compensation Committee member reasonably believed to have been  within  the
scope  of his or her employment or authority, and for a purpose which he or
she reasonably  believed  to be in the best interests of the Company or its
shareholders.   Payments authorized  hereunder  include  amounts  paid  and
expenses incurred  in  settling  any such action or threatened action.  The
provisions  of  this  section  shall  apply   to   the   estate,  executor,
administrator, heirs, legatees, or devisees of a director  or  Compensation
Committee  member,  and  the  term  "person" as used in this section  shall
include the estate, executor, administrator,  heirs,  legatees, or devisees
of such person.

5.   GRANT OF OPTIONS; TERMS AND CONDITIONS OF GRANT.

     5.1  GRANT  OF  OPTIONS.  One or more Options may be  granted  to  any
Eligible Person.  Subject  to  the  express  provisions  of  the  Plan, the
Administrator  shall  determine from the Eligible Persons those individuals
to whom Options under the  Plan  may  be  granted.   Each Option so granted
shall be a non-qualified stock option.


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     Subject  to  the  express  provisions of this Plan, the  Administrator
shall specify the Grant Date, the  number of shares of Stock covered by the
Option, the exercise price, and the  terms  and  conditions for exercise of
the  Option.  If the Administrator fails to specify  the  Grant  Date,  the
Grant  Date  shall  be the date of the action taken by the Administrator to
grant the Option.  As soon as practicable after the Grant Date, the Company
shall provide the Optionee  with  a  written  Option  Agreement in the form
approved by the Administrator, which sets out the Grant Date, the number of
shares of Stock covered by the Option, the exercise price,  and  the  terms
and conditions for exercise of the Option.

     The Administrator may, in its absolute discretion, grant Options under
this  Plan  to  an Eligible Person at any time and from time to time before
the expiration of five (5) years from the Effective Date.

     5.2  GENERAL  TERMS  AND  CONDITIONS.   Except  as  otherwise provided
herein, the Options shall be subject to the following terms  and conditions
and such other terms and conditions not inconsistent with this  Plan as the
Administrator may impose.

     5.3  EXERCISE  OF OPTION.  In order to exercise all or any portion  of
any Option granted under  this  Plan, an Optionee must remain as an officer
or employee, or as a consultant to  or  director  of the Company, until the
Vesting Date.  The Vesting period shall not be less  than one year from the
Grant Date.  The Option shall be exercisable on or after  each Vesting Date
in accordance with the terms set forth in the Option Agreement.

     5.4  OPTION   TERM.    Each  Option  and  all  rights  or  obligations
thereunder  shall  expire on such  date  as  shall  be  determined  by  the
Administrator, but not  later  than  ten  (10) years after the grant of the
Option,  and  shall  be  subject  to  earlier  termination  as  hereinafter
provided.

     5.5  EXERCISE PRICE.  Unless otherwise specified by the Administrator,
the exercise price of any option shall be one hundred percent (100%) of the
fair  market value of the Company's common stock  on  the  date  of  option
grant.

     5.6  METHOD  OF  EXERCISE.  To the extent the right to purchase shares
of Stock has accrued, Options  may  be exercised, in whole or in part, from
time to time in accordance with their  terms  by  written  notice  from the
Optionee  to the Company stating the number of shares of Stock with respect
to which the  Option  is being exercised and accompanied by payment in full
of the exercise price.

     5.7  PAYMENT FOR OPTION SHARES.

          5.7.1     GENERAL  RULE.   The  entire  Exercise  Price  of Stock
issued  upon  exercise  of Options shall be payable in cash, wire transfer,
certified check, or, at the  absolute  discretion  of the Administrator, by
non-certified check, at the time when such Stock is purchased.

          5.7.2     SURRENDER OF STOCK.  To the extent  that  this  Section
5.7.2 is applicable, payment for all or any part of the exercise price, but
not  the  payment  of  withholding  taxes, may be made with Stock which has
already been owned by the Optionee for more than

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six (6) months.  Such Stock shall be valued at its fair market value on the
date of exercise of the new Stock being purchased under the Plan.

          5.7.3     EXERCISE/SALE.  To  the  extent that this Section 5.7.3
is applicable, payment may be made by the delivery (on a form prescribed by
the Company) of an irrevocable direction to a securities broker approved by
the Company to sell Stock and to deliver all or  part of the sales proceeds
to the Company in payment of all or part of the exercise  price  and/or any
withholding taxes.

          5.7.4     EXERCISE/PLEDGE.  To the extent that this Section 5.7.4
is applicable, payment may be made by the delivery (on a form prescribed by
the  Company)  of  an irrevocable direction to pledge Stock to a securities
broker or lender approved  by  the  Company, as security for a loan, and to
deliver all or part of the loan proceeds  to  the Company in payment of all
or part of the exercise price and/or any withholding taxes.

     5.8  RESTRICTIONS ON STOCK; OPTION AGREEMENT.   At  the time it grants
Options  under  this  Plan, the Company may retain, for itself  or  others,
rights to repurchase the  shares  of  Stock  acquired  under  the Option or
impose other restrictions on such shares.  The terms and conditions  of any
such  rights  or  other  restrictions  shall  be  set  forth  in the Option
Agreement  evidencing  the  Option.   No Option shall be exercisable  until
after execution of the Option Agreement by the Company and the Optionee.

     5.9  NON-ASSIGNABILITY  OF  OPTION  RIGHTS.    No   Option   shall  be
transferable other than by will or by the laws of descent and distribution.
During  the  lifetime  of  an  Optionee, only the Optionee may exercise  an
Option.

     5.10 EXERCISE AFTER CERTAIN EVENTS.

          5.10.1    TERMINATION  AS  AN  EMPLOYEE, DIRECTOR, OR CONSULTANT.
If for any reason other than permanent and  total  disability  or death (as
defined  below)  an Optionee ceases to be employed by or to be a consultant
to or director of the Company, Options held on the date of such termination
(to the extent then  exercisable) may be exercised, in whole or in part, at
any time within three  (3)  months  after  such date, or such lesser period
specified in the Option Agreement (but in no event after the earlier of (i)
the expiration date of the Option as set forth in the Option Agreement, and
(ii) ten (10) years from the Grant Date).

          5.10.2    PERMANENT DISABILITY AND DEATH.  If an Optionee becomes
permanently and totally disabled (within the meaning of Section 22(e)(3) of
the Internal Revenue Code), or dies while employed by the Company, or while
acting as an officer, consultant, or director  of  the  Company  (or if the
Optionee  dies within the period that the Option remains exercisable  after
termination of employment or affiliation), Options then held (to the extent
then exercisable)  may  be  exercised  by  the  Optionee, by the Optionee's
personal representative, or by the person to whom the Option is transferred
by will or the laws of descent and distribution,  in  whole  or in part, at
any  time within one (1) year after the disability or death or  any  lesser
period specified in the Option Agreement (but in no event after the earlier
of (i)  the  expiration  date  of  the  Option  as  set forth in the Option
Agreement, and (ii) ten (10) years from the Grant Date).


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     5.11 COMPLIANCE  WITH  SECURITIES  LAWS.   The Company  shall  not  be
obligated to issue any shares of Stock upon exercise  of  an  Option unless
such  shares  are  at  that  time  effectively  registered  or  exempt from
registration  under the federal securities laws and the offer and  sale  of
the  shares of Stock  are  otherwise  in  compliance  with  all  applicable
securities  laws.   Upon  exercising  all  or  any portion of an Option, an
Optionee may be required to furnish representations  or undertakings deemed
appropriate by the Company to enable the offer and sale  of  the  shares of
Stock or subsequent transfers of any interest in such shares to comply with
applicable  securities  laws.   Evidences  of  ownership of shares of Stock
acquired upon exercise of Options shall bear any  legend  required  by,  or
useful  for  purposes  of compliance with, applicable securities laws, this
Plan, or the Option Agreement evidencing the Option.

6.   PAYMENT OF TAXES.

     Upon the exercise of  an  Option,  the Company shall have the right to
require such Optionee or such other person  to  pay  by  cash,  or by check
payable  to the Company, the amount of any taxes which the Company  may  be
required to  withhold  with respect to such transactions.  Any such payment
must  be  made  promptly  when   the  amount  of  such  obligation  becomes
determinable  and  may  be  a  condition  prior  to  the  delivery  of  any
certificate for shares or registration of the transfer of such shares.

7.   ADJUSTMENT FOR CHANGES IN CAPITALIZATION.

     The existence of outstanding  Options  shall  not affect the Company's
right to effect adjustments, recapitalizations, reorganizations,  or  other
changes  in  its  or any other corporation's capital structure or business,
any merger or consolidation,  any  issuance of bonds, debentures, preferred
or prior preference stock ahead of or  affecting the Stock, the dissolution
or  liquidation  of  the  Company's or any other  corporation's  assets  or
business,  or  any other corporate  act,  whether  similar  to  the  events
described above  or  otherwise.   Subject  to Section 8, if the outstanding
shares of the Stock are increased or decreased in number or changed into or
exchanged for a different number or kind of  securities  of  the Company or
any  other  corporation  by reason of a recapitalization, reclassification,
stock split, combination of  shares,  stock  dividend,  or  other event, an
appropriate adjustment of the number and kind of securities with respect to
which  Options  may  be  granted  under this Plan, the number and  kind  of
securities  as to which outstanding  Options  may  be  exercised,  and  the
exercise price at which outstanding Options may be exercised, will be made.


<PAGE>7

8.   DISSOLUTION, LIQUIDATION, OR MERGER.

     8.1  COMPANY  NOT  THE  SURVIVOR.   In  the  event of a dissolution or
liquidation  of  the  Company,  a  merger, consolidation,  combination,  or
reorganization in which the Company  is not the surviving corporation, or a
sale of substantially all of the assets  of  the  Company,  any outstanding
Options  shall  become  fully vested immediately upon the Company's  public
announcement of any one of  the  foregoing.   The  Board of Directors shall
determine, in its sole and absolute discretion, when  the  Company shall be
deemed to survive for purposes of this paragraph.  If the Optionee does not
exercise  the entire Option within ninety (90) days, the Administrator,  in
its sole and  absolute  discretion,  may,  with  respect to the unexercised
portion of the Option:

          8.1.1     cancel the Option upon payment  to  the  Optionee of an
amount  equal  to  the  difference  between the closing price of the  stock
underlying the Option quoted the date before such liquidation, dissolution,
merger, consolidation, combination, or  reorganization,  and  the  exercise
price of the Option; or

          8.2.1     assign the Option and all rights and obligations  under
it  to  the  successor  entity,  with all such rights and obligations being
assumed by the successor entity.

     8.2  COMPANY  IS  THE  SURVIVOR.    In   the   event   of   a  merger,
consolidation, combination, or reorganization in which the Company  is  the
surviving   corporation,   the  Board  of  Directors  shall  determine  the
appropriate adjustment of the number and kind of securities with respect to
which outstanding Options may be exercised, and the exercise price at which
outstanding  Options  may  be exercised.   The  Board  of  Directors  shall
determine, in its sole and absolute  discretion,  when the Company shall be
deemed to survive for purposes of this Plan.

9.   CHANGE OF CONTROL.

     If  there  is  a "change of control" in the Company,  all  outstanding
Options shall fully vest immediately upon the Company's public announcement
of such a change.  A  "change of control" shall mean an event involving one
transaction or a related  series  of  transactions  in which any one of the
following occurs:  (i) the Company issues securities  equal  to twenty-five
percent  (25%)  or  more  of  the  Company's issued and outstanding  voting
securities,  determined  as  a  single  class,  to  any  individual,  firm,
partnership,  limited  liability  company, or  other  entity,  including  a
"group" within the meaning of SEC Exchange Act Rule 13d-3, (ii) the Company
issues voting securities equal to twenty-five  percent (25%) or more of the
issued and outstanding voting stock of the Company  in  connection  with  a
merger,  consolidation, or other business combination, (iii) the Company is
acquired in a merger or other business combination transaction in which the
Company is  not  the surviving company, or (iv) all or substantially all of
the Company's assets  are  sold or transferred.  SEE Section 8 with respect
to Options vesting upon the occurrence of either of the events described in
(iii) or (iv) of this Section 9 and the result upon the non-exercise of the
Options.

<PAGE>8

10.  SUSPENSION AND TERMINATION.

     In the event the Board  or  the  Administrator  reasonably believes an
Optionee  has  committed  an  act  of  misconduct  specified   below,   the
Administrator  may  suspend  the  Optionee's  right  to exercise any Option
granted  hereunder  pending  final  determination  by  the  Board   or  the
Administrator.   If  the  Administrator  determines  that  an  Optionee has
committed  an  act  of  embezzlement,  fraud, breach of fiduciary duty,  or
deliberate disregard of the Company rules  resulting  in  loss,  damage  or
injury  to  the Company, or if an Optionee makes an unauthorized disclosure
of any Company  trade  secret  or  confidential information, engages in any
conduct constituting unfair competition,  is  involved  in the spreading of
rumors or misinformation about the Company, induces or attempts  to  induce
an  employee  to  leave  the employment of the Company, induces any Company
customer to breach a contract with the Company or induces any principal for
whom  the Company acts as agent  to  terminate  such  agency  relationship,
neither  the  Optionee  nor  his  estate  shall be entitled to exercise any
Option  hereunder.   In  making  such  determination,   the  Board  or  the
Administrator  shall  act  fairly  and  in  good faith and shall  give  the
Optionee an opportunity to appear and present  evidence  on  the Optionee's
behalf.  The determination of the Board or the Administrator shall be final
and conclusive.

11.  NO RIGHTS AS SHAREHOLDER OR TO CONTINUED EMPLOYMENT.

     An Optionee shall have no rights as a shareholder with respect  to any
shares  of Stock covered by an Option.  An Optionee shall have no right  to
vote any  shares  of Stock, or to receive distributions of dividends or any
assets or proceeds  from  the sale of Company assets upon liquidation until
such Optionee has effectively  exercised the Option and fully paid for such
shares of Stock.  Subject to Sections  7 and 8, no adjustment shall be made
for dividends or other rights for which  the  record  date  is prior to the
date  title to the shares of Stock has been acquired by the Optionee.   The
grant of  an  Option  shall  in  no way be construed so as to confer on any
Optionee the rights to continued employment by the Company.

12.  TERMINATION; AMENDMENT.

     The Board may amend, suspend,  or  terminate this Plan at any time and
for any reason, but no amendment, suspension,  or termination shall be made
which would impair the right of any person under  any  outstanding  Options
without  such  person's  consent  not  unreasonably withheld.  Further, the
Board may amend this Plan to comply with Federal and State securities laws.


<PAGE>9

13.  GOVERNING LAW.

     This  Plan and the rights of all persons  under  this  Plan  shall  be
construed in accordance with and under applicable provisions of the laws of
the State of California.

Dated:  OCTOBER 23, 1997      OPHTHALMIC IMAGING SYSTEMS, INC.

                              By the Board of Directors


                              STEVEN R. VERDOONER
                              By Steven R. Verdooner, Secretary



<PAGE>



                                      DATE OF GRANT: ___________


                 OPHTHALMIC IMAGING SYSTEMS, INC.
                NONQUALIFIED STOCK OPTION AGREEMENT


THE GRANT OF  THIS  OPTION SHALL NOT IMPOSE AN OBLIGATION UPON THE OPTIONEE
TO EXERCISE THIS OPTION.

     THIS  OPTION AGREEMENT  (the  "Agreement")  is  made  by  and  between
Ophthalmic  Imaging   Systems,   Inc.,   a   California   corporation  (the
"Corporation")  and  _____________________________  ("Optionee"),   as   of
____________, _____.

     In  consideration  of  the  mutual  covenants contained herein and for
other  good and valuable consideration, the  receipt  of  which  is  hereby
acknowledged, the parties hereto agree as follows:


1..  GRANT OF OPTION.  The Company hereby grants to Optionee, in the manner and
subject  to  the  conditions  hereinafter  provided,  the right, privilege, and
option to purchase (the "Option") an aggregate of __________________________  (
)  shares  of  the  Company's Common Stock, no par value, (the "Shares").  This
Option is specifically  conditioned on compliance with the terms and conditions
set forth herein.

2..  Term of Option.  Subject  to  the  terms, conditions, and restrictions set
forth herein, the term of this Option shall  be ten (10) years from the date of
grant (the "Expiration Date").  Any portion of  this Option not exercised prior
to the Expiration Date shall thereupon become null and void.

3..  Exercise of Option.

     4..  Vesting  of  Option.   This  Option shall become  exercisable  as
follows:

NUMBER OF SHARES                                  VESTING DATE

__________________                                __/__/__
__________________                                __/__/__
__________________                                __/__/__
__________________                                __/__/__

Each of the foregoing dates shall be referred  to  as  a "Vesting Date" for
that portion of this Option vested on such date ("Vested Portion").




<PAGE>



     All or any portion of the shares underlying a Vested  Portion  of this
Option may be purchased during the term of this Option, but not as to  less
than  100  shares (unless the remaining shares then constituting the Vested
Portion of this Option is less than 100 shares) at any time.

     5..  MANNER  OF  EXERCISE.   The  Vested Portion of this Option may be
exercised from time to time, in whole or  in  part,  by  presentation  of a
"Request To Exercise Form", substantially in the form  attached hereto,  to
the  Company  at  its principal office, which Form must be duly executed by
Optionee and accompanied  by  payment,  in  cash,  to  the  Company, in the
aggregate  amount  of the Exercise Price (as defined below), multiplied  by
the number of Shares  the  Optionee  is purchasing at such time, subject to
reduction for withholding for tax obligations as provided in Section 13.

     Upon receipt and acceptance by the Company of such Form accompanied by
the payment specified, the Optionee shall  be deemed to be the record owner
of the Shares purchased, notwithstanding that  the  stock transfer books of
the Company may then be closed or that certificates representing the Shares
purchased  under  this  Option may not then be actually  delivered  to  the
Optionee.

     6..  EXERCISE  PRICE.   The  exercise  price  (the  "Exercise  Price")
payable upon exercise of this Option shall be $__.__ per share.

7..  Exercise After Certain Events.

     8..  Termination  of  Relationship.   If  for  any  reason  other than
permanent  and  total  disability  (as  defined below) or death an Optionee
ceases to be employed by, a director of, or provide consulting services to,
the Company, Options held at the date of  such  termination  (to the extent
then exercisable) may be exercised, in whole or in part, at any time within
three months after the date of such termination (but in no event  after the
expiration date of the Option).

     9..  Permanent   Disability   and   Death.   If  an  Optionee  becomes
permanently and totally disabled (within the meaning of Section 22(e)(3) of
the Internal Revenue Code of 1986, as amended),  or  dies while employed by
the Company, or while acting as an officer, director,  or consultant of the
Company (or, if the Optionee dies within the period that the Option remains
exercisable after termination of employment or affiliation),  Options  then
held (to the extent then exercisable) may be exercised by the Optionee, the
Optionee's personal representative, or by the person to whom the Option  is
transferred by will or the laws of descent and distribution, in whole or in
part,  at any time within one year after the disability or death (but in no
event after the expiration date of the Option).

10.. Restrictions  on  Transfer of Option.  This Option is not transferable
by Optionee other than by  will or the laws of descent and distribution and
is exercisable only by the Optionee  during his lifetime except as provided
in Section 4.2. above.  The Option and  the  Shares  underlying  the Option
shall  not  be available for the debts or obligations of the Optionee,  nor
shall it be subject  to  disposition  by  transfer,  alienation, pledge, or
other  means  of  disposition,  whether  voluntary  or  involuntary  or  by
operation of law through judgment, levy, attachment, garnishment,  or other
legal proceeding (including bankruptcy).


<PAGE>

11.. Adjustment  for  Changes  in  Capitalization.   The  existence of this
Option  shall  not  affect  the  Company's  right  to  effect  adjustments,
recapitalizations,  reorganizations,  or other changes in its or any  other
corporation's capital structure or business,  any  merger or consolidation,
any  issuance  of  bonds, debentures, preferred or prior  preference  stock
ahead of or affecting  the  Shares,  the  dissolution or liquidation of the
Company's  or  any other corporation's assets  or  business  or  any  other
corporate act, whether  similar to the events described above or otherwise.
If the outstanding shares  of  the  Company's Common Stock are increased or
decreased in number or changed into or  exchanged for a different number or
kind of securities of the Company or any  other  corporation by reason of a
recapitalization,  reclassification,  stock  split,  reverse  stock  split,
combination  of  shares,  stock  dividend,  or  other  similar   event,  an
appropriate adjustment of the number and kind of securities with respect to
which  this  Option  may be exercised and the exercise price at which  this
Option may be exercised will be made.

12.. Dissolution, Liquidation, Merger.

13.. Company Not  The  Survivor.   In  the  event  of a dissolution or
liquidation  of  the  Company,  a  merger,  consolidation, combination,  or
reorganization in which the Company is not the  surviving corporation, or a
sale of substantially all of the assets of the Company  (as  determined  in
the  sole  discretion of the Board of Directors), and the Optionee does not
exercise the  entire  option  within ninety days, the Administrator, in its
absolute discretion, may (i) cancel each outstanding Option upon payment in
cash to the Optionee of the amount  by  which  any cash and the fair market
value  of  any  other property which the Optionee would  have  received  as
consideration for  the  shares of Stock covered by the Option if the Option
had  been  exercised  before   such   liquidation,   dissolution,   merger,
consolidation,  or  sale,  exceeds the exercise price of the Option or (ii)
assign the Option and all rights and obligations under it to the succession
entity.  In addition to the  foregoing,  in  the  event of a dissolution or
liquidation  of  the Company, or a merger, consolidation,  combination,  or
reorganization in  which  the Company is not the surviving corporation, any
outstanding Option pursuant to this Agreement shall vest.

14.. Company  is  the  Survivor.    In   the   event   of   a  merger,
consolidation, combination, or reorganization in which the Company  is  the
surviving   corporation,   the  Board  of  Directors  shall  determine  the
appropriate adjustment of the number and kind of securities with respect to
which outstanding Options may be exercised, and the exercise price at which
outstanding  Options  may  be exercised.   The  Board  of  Directors  shall
determine, in its sole and absolute  discretion,  when the Company shall be
deemed to survive for purposes of this Agreement.


<PAGE>

15.. Reservation of Shares.  The Company agrees that  prior  to the earlier
of the expiration of this Option or the exercise and purchase  of the total
number  of  Shares represented by this Option, there shall be reserved  for
issuance and  delivery  upon  exercise  of  this  Option such number of the
Company's authorized and unissued Shares as shall be  necessary  to satisfy
the terms and conditions of this Agreement.

16.. No  Rights  as  Shareholder.  The Optionee shall have no rights  as  a
shareholder with respect  to  any  Shares covered by this Option unless the
Optionee shall have exercised this Option,  and  then  only with respect to
the  shares underlying the portion of the Option exercised.   The  Optionee
shall  have  no  right  to  vote any Shares, or to receive distributions of
dividends or any assets or proceeds  from  the  sale of Company assets upon
liquidation, until the Optionee has effectively exercised  this  Option and
fully  paid for such Shares.  Subject to Section 6, no adjustment shall  be
made for  dividends  or  other rights for which the record date is prior to
the date title to the Shares has been acquired by the Optionee.

17.. No Rights to Employment  or  Continued  Employment.  The grant of this
Option shall in no way be construed so as to confer  on Optionee the rights
to  employment or continued employment by the Company.   Nothing  hereunder
shall  confer  upon  any Optionee any right to employment or to continue in
the employ of the Company,  or to interfere with or restrict in any way the
rights of the Company, which are hereby expressly reserved, to terminate or
discharge any Optionee at any  time  for  any  reason  whatsoever,  with or
without cause.

18.. Suspension  and  Termination.   In  the  event  the  Board  reasonably
believes  that  the  Optionee  has committed an act of misconduct specified
below, the Board may suspend the  Optionee's  right  to exercise any Option
pending final determination by the Board, which final  determination  shall
be  made  within  five  (5) business days of such suspension.  If the Board
determines that an Optionee  has  committed  an act of embezzlement, fraud,
breach  of_fiduciary duty, or deliberate disregard  of  the  Company  rules
resulting  in  loss,  damage,  or  injury to the Company, or if an Optionee
makes  an  unauthorized  disclosure  of   any   Company   trade  secret  or
confidential  information,  engages  in  any  conduct  constituting  unfair
competition,  induces  any Company customer to breach a contract  with  the
Company, or induces any  principal  for  whom  the Company acts as agent to
terminate such agency relationship, neither the  Optionee  nor  his  estate
shall  be  entitled  to  exercise  any  Option  hereunder.   In making such
determination, the Board shall act fairly and in good faith and  shall give
the  Optionee  an  opportunity  to  appear  and  present  evidence  on  the
Optionee's behalf.

19.. Participation  in  Option  Plans.   The grant of this Option shall not
prevent Optionee from participating or being  granted  other  options under
any option plans.

20.. Payment  of  Taxes.  Unless the Board permits otherwise, the  Optionee
shall pay the Company  in  cash  all  local, state, and federal withholding
taxes  applicable, in the Board's absolute  discretion,  to  the  grant  or
exercise  of  this  Option,  or the transfer or other disposition of Shares
acquired upon exercise of this  Option.   Any  such  payment  must  be made
promptly  when  the  amount  of  such obligation becomes determinable.  The
Board may, in lieu of such cash payment,  withhold  that  number  of Shares
sufficient to satisfy such withholding.
21.


<PAGE>

21.    ISSUE  AND TRANSFER TAX.  The Company will pay all issuance taxes,  if
any, attributable  to  the  initial issuance of Shares upon the exercise of
the Option; provided, however,  that  the  Company shall not be required to
pay  any  tax  or taxes which may be payable in  respect  of  any  transfer
involved in the  issue or delivery of any certificates for Shares in a name
other than that of the Optionee.

22.. Representatives;  Restricted Securities.  The Optionee represents that
he or she is purchasing the options for his or her own account and not with
a view to or for sale in  connection  with  any distribution of the Option.
Further, the Optionee understands that this Option  may  not be transferred
except  in  compliance  with Section 5, and that upon the exercise  of  the
Option the Optionee will  receive  "restricted  securities"  subject  to  a
certain  holding period unless such Common Stock is purchased pursuant to a
Registration  Statement  filed  with the Securities and Exchange Commission
and registered or exempt under state law.

23.. Arbitration.  Any controversy,  dispute,  or  claim  arising out of or
relating to this Option which cannot be amicably settled including, but not
limited to, the suspension or termination of Optionee's right in accordance
with  Section 11 above, shall be settled by arbitration.  Said  arbitration
shall be  conducted  in accordance with the Commercial Arbitration Rules of
the American Arbitration Association at a time and place as selected by the
arbitrator(s).

24..      Initiation  of  Arbitration.   After  seven  (7)  days prior
written  notice  to  the  other,  either party hereto may formally initiate
arbitration under this Agreement by  filing a written request therefor, and
paying the appropriate filing fees, if any.

25..      Hearing and Determination  Dates.   The  hearing  before the
arbitrator shall occur within thirty (30) days from the date the matter  is
submitted to arbitration.  Further, a determination by the arbitrator shall
be  made  within forty-five (45) days from the date the matter is submitted
to arbitration.  Thereafter, the arbitrator shall have fifteen (15) days to
provide the  parties  with  his  or  her decision in writing.  However, any
failure to meet the deadlines in this  section will not affect the validity
of any decision or award.

26..      Binding Nature of Decision.   The decision of the arbitrator
shall be binding on the parties.  Judgment thereon  shall  be  entered in a
court of competent jurisdiction.

27..      Injunctive Actions.  Nothing herein contained shall  bar the
right  of  either  party  to  seek  to  obtain  injunctive  relief or other
provisional remedies against threatened or actual conduct that  will  cause
loss or damages under the usual equity rules including the applicable rules
for obtaining preliminary injunctions and other provisional remedies.

28..      Costs.   The  cost of arbitration, including the fees of the
arbitrator, shall be borne equally by the parties.


<PAGE>

29.. Notices.  All notices to  be  given by either party to the other shall
be  in  writing  and may be transmitted  by  personal  delivery,  facsimile
transmission, overnight  courier  or mail, registered or certified, postage
prepaid with return receipt requested;  PROVIDED,  HOWEVER, that notices of
change of address or telex or facsimile number shall be effective only upon
actual  receipt  by  the other party.  Notices shall be  delivered  at  the
following addresses, unless changed as provided for herein.

     To the Optionee:

               _____________________________
               _____________________________
               _____________________________

     To the Company:

               Steven R. Verdooner
               Secretary
               Ophthalmic Imaging Systems, Inc.
               221 Lathrop Way, Suite I
               Sacramento, California 95815
               Telephone: 916-646-2020
               Facsimile: 916-___-____

30.. APPLICABLE LAW.  This Agreement and the relationship of the parties in
connection with its subject  matter  shall  be  governed  by, and construed
under, the laws of the state of California.

31.. Binding Effect.  This Agreement shall inure to the benefit  of, and be
binding upon, the parties hereto and their respective heirs, executors, and
successors.

32.. Tax Effect.  The federal tax consequences of stock options are complex
and  subject  to  change.   Each person should consult with his or her  tax
advisor before exercising any  option  or  disposing of any shares acquired
upon the exercise of an option.

     IN WITNESS WHEREOF, this Agreement has  been  executed  as of the ____
day of ____________, _____, at Sacramento, California.


                              OPHTHALMIC IMAGING SYSTEMS, INC.


                              Steven R. Verdooner,
                              Chief Executive Officer




<PAGE>



                     REQUEST TO EXERCISE FORM



                                        Dated:________________



     The undersigned hereby irrevocably elects to exercise all  or part, as
specified below, of the Vested Portion of the option ("Option") granted  to
him  pursuant  to  a certain stock option agreement ("Agreement") effective
_____________________,  between  the  undersigned  and  Ophthalmic  Imaging
Systems,    Inc.    (the   "Company")   to   purchase   an   aggregate   of
_____________________ (__________) shares of the Company's Common Stock, no
par value (the "Shares").

     The undersigned  hereby  tenders cash in the amount of $__________ per
share multiplied by _____________________ (_________), the number of Shares
he is purchasing at this time,  for  a  total  of  $_______________,  which
constitutes full payment of the total Exercise Price thereof.

                    INSTRUCTIONS FOR REGISTRATION OF SHARES
                    IN COMPANY'S TRANSFER BOOKS


                    Name:     ____________________________________
                              (Please typewrite or print in block letters)

                    Address:  ____________________________________

                              ____________________________________

                    Signature: ____________________________________


Accepted by Ophthalmic Imaging Systems, Inc.:


By:  ______________________________

     ______________________________
     Name
     ______________________________
     Title