Seventh Amendment To Lease Renewal - OPHTHALMIC IMAGING SYSTEMS - 11-29-1996

					Exhibit 10.1(a) SEVENTH AMENDMENT TO LEASE RENEWAL PARTIES THIS AMENDMENT is executed at Sacramento, California this 18th day of July, 1996, by and between Transamerica/Emkay Income Properties I, a California Limited Partnership (the "Landlord") and Ophthalmic Imaging Systems, Inc. a California Corporation (the "Tenant") for 221 Lathrop Way, Suites I, J and A, Sacramento, California 95815. RECITALS Landlord and Tenant, being parties to that certain Lease dated July 10, 1987, hereby express their mutual desire and intent to extend the terms of the Lease and amend by this writing those terms, covenants and conditions contained in PREMISES, TERM, TENANT IMPROVEMENTS, RENT, and FREE RENT as hereinafter provided. AMENDMENTS PREMISES Lessee will be expanding into Suite K and will occupy all of Suite I,J,A & K at 221 Lathrop Way, Sacramento, CA 95815 from August 1, 1996 through the new term of the Lease (June 30, 1998). Total square footage including Suite K will increase from the previous total (as stated in Addendum 6) of 10,500 square feet to a new revised total of 13,875 square feet. It is understood that Suite K has approximately 3,375 square feet. TERM Lessee hereby agrees to extend the term of their above referenced lease, dated July 10, 1987 for the one year period from July 1, 1997 to June 30, 1998. TENANT IMPROVEMENTS Lessor agrees to provide the following Tenant Improvements to Lessee at no cost to Lessee: 221 LATHROP WAY, SUITE K Remove existing carpet and install new carpet to match in color of Suite J at 375 yards. Remove existing cove base and install new base to match in color of Suite J. Paint entire space including restrooms one coat to match in color of Suite J. Move thermostat into main room. Move plugs and add dedicated circuit. Move duct work. One-time air balancing of entire suite. RENT The monthly base rent will increase $2,193/month from $6,195/month to $8,388/month from August 1, 1996 through June 30, 1998. The monthly estimate for common area maintenance, tax and insurance will increase from $678/month to $899/month as of August, 1996. FREE RENT Lessor agrees to issue Lessee a one-time rent credit of $2,500 upon commencement of this Lease Renewal as full compensation for cleaning and repair of equipment due to roof replacement completed in the Fall of 1995.

INCORPORATION Expect as modified herein, all other terms and conditions of the Lease between the parties above described, as attached hereto, shall continue in full force and effect. PER THE SIXTH AMENDMENT DATED MAY 26, 1995, LANDLORD HEREBY ACKNOWLEDGES THAT TENANT HAS PAID A SECURITY DEPOSIT IN THE AMOUNT OF $3,655.00, TO BE CARRIED FORWARD UNDER THIS AMENDMENT. IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the day and year first above written. LANDLORD: Transamerica/Emkay TENANT: Ophthalmic Imaging Income Properties Systems, Incorporated THOMAS HOLCOMB 8-1-96 STEVE VERDOONER 7-22-96 Date Steve Verdooner, President Date

SEVENTH AMENDMENT TO LEASE RENEWAL ATTACHMENT 1 TENANT IMPROVEMENTS Lessor agrees to provide the following Tenant Improvements to Lessee at no cost to Lessee: 221 LATHROP WAY, SUITE K Remove existing linoleum from rear room adjacent to warehouse and install new carpet and new base to match in color of Suite J. 221 LATHROP WAY, SUITE I/J Paint entire conference room to match color of Suite J. Paint entire lunchroom to match color of Suite J. Paint/touch-up main hallways to match color of Suite J.

Exhibit 10.19(f) IMPERIAL BANK LETTERHEAD July 12, 1996 OPHTHALMIC IMAGING SYSTEMS 221 Lathrop Way, Suite I Sacramento, CA 95815 Attention: Mr. Steven R. Verdooner, President Mr. Steven C. Lagorio, Director of Finance Re: Imperial Bank Loan No. 700000559 Gentlemen: With reference to the Credit Terms and Conditions with Addendum (collectively referred to as the "Loan Agreement") between Imperial Bank ("Bank") and Ophthalmic Imaging Systems ("Borrower") dated April 12, 1995 in connection with the above-referenced loan ("Loan"), and as amended by letters dated October 11, 1995, November 1, 1995, and April 4, 1996, the Bank and Borrower hereby modify the Loan Agreement as follows: Paragraph 2 of the Addendum to the Loan Agreement, entitled, "Term and Repayment," as previously amended, is deleted in its entirety and is hereby replaced by the following: "The line of credit will require monthly payments of interest through and including 10-5-96, at which time all outstanding principal, accrued but unpaid interest and other charges thereinafter shall be due and payable in full". Borrower shall be subject to the following covenant in addition to the existing covenants: "Loss not to exceed $550,000 for the quarter ending 8-30-86." Borrower shall pay Bank a $1,100 fee for this modification, which shall be due and payable upon execution hereof by Borrower. Except as modified hereby, the Loan Agreement shall remain unaltered and in full force and effect. Please sign below to show your agreement with the foregoing and return an original to me. With reference to the Loan Agreement, Borrower is in violation of the covenant which requires the following: "Loss not to exceed $150,000 in the quarter ending 5-31-96." Bank hereby waives this covenant violation. Sincerely, THOMAS D. JORGENSEN Thomas D. Jorgensen Assistant Vice President Special Markets Group Accepted and agreed to: OPHTHALMIC IMAGING SYSTEM BY: STEVEN R. VERDOONER Title: President Date: 15 July 1996

Exhibit 10.19(g) IMPERIAL BANK LETTERHEAD November 21, 1996 OPHTHALMIC IMAGING SYSTEMS 221 Lathrop Way, Suite I Sacramento, CA 95815 Attention: Mr. Steven R. Verdooner, President Mr. Steven C. Lagorio, Director of Finance Re: Imperial Bank Loan No. 700000559 Gentlemen: With reference to the Credit Terms and Conditions with Addendum (collectively referred to as the "Loan Agreement") between Imperial Bank ("Bank") and Ophthalmic Imaging Systems ("Borrower") dated April 12, 1995 in connection with the above-referenced loan ("Loan"), and as amended by letters dated October 11, 1995, November 1, 1995, April 4, 1996, and July 12, 1996, the Bank and Borrower hereby modify the Loan Agreement as follows: Paragraph of the Addendum to the Loan Agreement, entitled, "Term and Repayment," a., previously amended. is deleted in its entirety and is hereby replaced by the following: "The line of credit will require monthly payments of interest through and including 3-5-97, at which time all outstanding principal, accrued but unpaid interest and other charges thereinafter shall be due and payable in full". Borrower shall be subject to the following covenants in addition to the existing covenants: "Loss not to exceed $800,000 for the quarter ending 11-30-96. Loss not to exceed $200,000 for the quarter ending 2-28-97. By 12-6-96, Borrower shall provide Bank with evidence satisfactory to Bank that Borrower has received a minimum of $500,000 in new equity. By 1-6-97, Borrower shall provide Bank with evidence satisfactory to Bank that Borrower teas received a minimum of $250,000 in new equity in addition to the $500,000 in new equity described above." Borrower shall pay Bank a $2,000 fee for this modification, which shall be due and payable upon execution hereof by Borrower. Bank hereby waives the Borrower's violation of the maximum loss covenant for the period ending 8-30-96 (as described in letter from Bank to Borrower dated 11-8-96). Except as modified hereby, the Loan Agreement shall remain unaltered and in full force and effect. Please sign below to show your agreement with the foregoing and return an original to me. Sincerely, THOMAS D. JORGENSEN Thomas D. Jorgensen Assistant Vice President Special Markets Group Accepted and agreed to: OPHTHALMIC IMAGING SYSTEMS By: S. VERDOONER Title: President

Date: November 27, 1996

Exhibit 10.20(b) FIRST AMENDMENT TO WARRANT AGREEMENT FIRST AMENDMENT TO WARRANT AGREEMENT dated November 21, 1996 (this "Amendment"), by and among OPHTHALMIC IMAGING SYSTEMS, a California corporation ("ISSUER"), JB OXFORD & COMPANY, a Utah corporation ("JBO") and each of each purchasers set forth on the signature pages hereto (the "HOLDERS"). PREAMBLE Issuer and each of the Holders or their assignees are parties to a Purchase Agreement dated November 21, 1995, pursuant to which the Holders have purchased 1,368,421 shares of common stock, no par value, per share (the "SHARES") in the Issuer. Issuer and JBO are parties to an Investment Banking Agreement, dated September 7, 1995, pursuant to which JBO has agreed to perform certain investment banking and consulting services to Issuer; In order to induce (i) certain of the Holders to enter into the Purchase Agreement and to purchase the Shares, and (ii) JBO to enter into the Investment Banking Agreement and perform the investment banking and consulting services described therein, Issuer executed and delivered that certain Warrant Agreement dated November 21, 1995 (the "WARRANT AGREEMENT"), pursuant to which Issuer agreed to issue certain Series A Warrants (as described and provided for therein) (the "WARRANTS") to certain of the Holders, certain Series B Warrants (as described and provided for therein) to certain of the Holder, and certain Series C Warrants (as described and provided for therein) to JBO, each Warrant being in the amount and type as described on Exhibit B attached thereto. The unexercised and outstanding Warrants issued under the Warrant Agreement are set to expire on November 21, 1996 and upon such expiration, pursuant to the terms and conditions of the Warrant Agreement, the Holders of the outstanding Warrants will no longer be permitted to exercise the options to purchase at the stated exercise price that number of Shares subject to the Warrant. Inasmuch as the Holders are not currency in a position to exercise their Warrants at this time, each of the Issuer, JBO, and the Holders, believe that it is in the best interest of all parties to the Warrant Agreement to amend and modify the Warrant Agreement in order to extend the Expiration Date (as defined in the Warrant Agreement) of the Warrants in order to provide additional time during which the Holders may exercise the options represented by the Warrants and each of the parties desire to enter into the Amendment for such purposes. The Warrant Agreement requires any amendment thereto to be consented to be a majority of all outstanding warrants thereunder, and JBO and the Holders represent the owners of all of the outstanding warrants, and do consent by execution to this Amendment. Accordingly, in consideration of the foregoing premises, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend and modify the Warrant Agreement as follows: SECTION 1 AMENDMENT The meaning ascribed to "EXPIRATION DATE" in the Warrant Agreement, shall be amended and modified tn its entirety to read as follows: "EXPIRATION DATE" shall mean (i) in the case of Series A Warrants, February 19, 1997, (ii) in the case of the Series B Warrants, November 21, 1997 and (iii) in the case of the Series C Warrants, November 21, 1999, or, in each case, is such day is not a Business Day, the next succeeding Business Day. SECTION 2 ADJUSTMENT OF EXERCISE PRICE AND

NUMBER OF WARRANT SHARES PURCHASABLE By execution of this Amendment, each party acknowledges and agrees neither the modifications agreed to in this Amendment nor anything else contained herein shall constitute, be treated, or be deemed to operate, as an event of the type referred to in Section 12 of the Warrant Agreement which would cause any of the adjustments described in said Section 12 to the Warrant Agreement. SECTION 3 WARRANT AGREEMENT The Warrant Agreement, except as amended and modified in Sections 1 and 2 above, shall remain in full force and effect and the terms and conditions therein shall govern the relationship between the parties. SECTION 4 COUNTERPARTS This Amendment may be executed in any number of counterparts with the same effect as if all of the parties had signed the same document. All counterparts shall be construed together and shall constitute one agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers, if applicable, as of the date and year first written above.
OPHTHALMIC IMAGING SYSTEMS JB OXFORD & COMPANY

By:_________________________________ Name: Steven R. Verdooner Title: President

By:_____________________________ Name:__________________________ Title:___________________________

HOLDER:, as tenants by the entirety

HOLDER: OAKWOOD HOLDING LIMITED

___________________________________ MARK BLUMENKRANZ, M.D. AND By:_____________________________ Name:___________________________ Title:___________________________

___________________________________ RECIA BLUMENKRANZ

HOLDER: ALDERSGATE NOMINEES LIMITED

HOLDER: HASTINGS OVERSEAS CORP.

By:__________________________________ Name:_______________________________ Title:________________________________

By:_____________________________ Name:__________________________ Title:___________________________

HOLDER:

HOLDER: HALCYON SECURITIES S.A.

___________________________________ HILEL LEWIS, M.D. By:_____________________________ Name:___________________________ Title:___________________________

HOLDER:

___________________________________ STANLEY CHANG, M.D.

HOLDER: WOODBURY ENTERPRISES LIMITED

HOLDER: VERNON FINANCE, LTD.

By:_____________________________ Name:___________________________ Title:___________________________

By:__________________________________ Name:_______________________________ Title:________________________________

HOLDER: EASTERLY S.A.

HOLDER: BAYFORD HOLDINGS CORP.

By:__________________________________ Name:_______________________________ Title:________________________________

By:_____________________________ Name:__________________________ Title:___________________________

HOLDER: AMBLER INVESTMENTS LTD.

HOLDER: APPLEBY TRADING S.A.

By:__________________________________ Name:_______________________________ Title:________________________________

By:_____________________________ Name:__________________________ Title:___________________________

HOLDER: RIVAGE LIMITED

HOLDER: HERMANOS RICARDO LTD.

By:__________________________________ Name:_______________________________ Title:________________________________

By:_____________________________ Name:__________________________ Title:___________________________

HOLDER: SUNMER SECURITIES, S.A.

HOLDER: NCS HOLDING, INC.

By:__________________________________ By:_____________________________ Name:_______________________________ Title:________________________________ Title:___________________________

Name:__________________________

HOLDER: NORMAN FINANCIAL SERVICES, S.A.

HOLDER: FERNDALE OVERSEAS, LTD.

By:__________________________________ By:_____________________________ Name:_______________________________ Title:________________________________ Title:___________________________

Name:__________________________

HOLDER: KERWIN INTERNATIONAL, CORP.

By:_____________________________ Name:__________________________ Title:___________________________

EXHIBIT 11.1 OPHTHALMIC IMAGING SYSTEMS CALCULATION OF NET LOSS PER SHARE
1 Net loss ...........................$ 1,413,183 Weighted average common shares outstanding ...................2,204,506 Common stock equivalents (1).............-$ 356,276

875,112 -2,204,506

Net loss per share..................$

.64

$

.41

(1) No amounts are included, as amounts are anti-dilutive.

Exhibit 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-57518 and Form S-8 No. 333-0461) pertaining to the Stock Option Plan and the 1995 Nonstatutory Stock Option Plan of Ophthalmic Imaging Systems of our report dated October 11, 1996 (except for Note 10, as to which the date is November 21, 1996), with respect to the financial statements of Ophthalmic Imaging Systems included in the Annual Report (Form 10-KSB) for the year ended August 31, 1996. ERNST & YOUNG, LLP Sacramento, California November 25, 1996

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM 10KSB FOR OPHTHALMIC IMAGING SYSTEMS FOR THE PERIOD ENDED AUGUST 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. CIK: 0000885317 NAME: OPHTHALMIC IMAGING SYSTEMS

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

12 MOS AUG 31 1996 SEP 01 1995 AUG 31 1996 1,051,325 0 1,178,004 (106,400) 1,580,535 3,768,812 995,472 (634,277) 4,216,642 2,422,126 0 0 0 8,940,196 (7,159,398) 4,216,642 6,672,667 6,873,651 4,797,324 4,797,324 3,221,461 0 (288,667) (1,413,183) 0 (1,413,183) 0 0 0 (1,413,183) (.64) 0