AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER

Among

OPHTHALMIC IMAGING SYSTEMS,

MV ACQUISITIONS LTD.

and

MEDIVISION MEDICAL IMAGING LTD.

Dated as of March 25, 2008

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LIST OF EXHIBITS

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER (hereinafter called this “ Agreement ”), dated March 25, 2008, among OPHTHALMIC IMAGING SYSTEMS, a California corporation (“ OIS ”), MV ACQUISITIONS LTD., an Israeli company and a wholly-owned subsidiary of OIS (“ Merger Sub ”), and MEDIVISION MEDICAL IMAGING LTD., an Israeli company (“ MediVision ”; MediVision and Merger Sub are sometimes collectively referred to as the “ Constituent Corporations ”).

RECITALS

WHEREAS, upon the terms and subject to the conditions of the Agreement and in accordance with the Israeli Companies Law 5759 - 1999 (together with the rules and regulations promulgated thereunder, the “ Israeli Companies Law ”), OIS, Merger Sub and MediVision intend to effect the merger of Merger Sub with and into MediVision (the “ Merger ”), pursuant to which Merger Sub will cease to exist, MediVision’s outstanding shares will be converted into shares of OIS common stock, and MediVision will become a wholly-owned subsidiary of OIS, all in accordance with this Agreement; and

WHEREAS, (i) each of the audit committee and the board of directors of MediVision (without taking into consideration directors required to abstain from such vote pursuant to the Israeli Companies Law) has: (A) determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; and (B) approved this Agreement, the Merger and the other transactions contemplated by this Agreement; and (ii) the board of directors of MediVision has determined: (A) that, considering the financial position of the Constituent Corporations, no reasonable concern exists that the Surviving Corporation (as defined in Section 1.01) will be unable to fulfill the obligations of MediVision to its creditors; and (B) to recommend to the shareholders of MediVision the approval of this Agreement, the Merger and the other transactions contemplated by this Agreement; and

WHEREAS, MediVision currently owns approximately 56% of the issued and outstanding OIS Common Stock; and

WHEREAS, the Board of Directors of OIS (the “ OIS Board ”) has established a special committee composed of disinterested members of the OIS Board (the “ OIS Special Committee ”) to review and evaluate the terms and conditions, and determine the advisability, of a possible business combination with MediVision; and

WHEREAS, the OIS Special Committee has negotiated the terms and conditions of this Agreement on behalf of OIS and has (i) determined that the Merger is advisable for, fair to, and in the best interests of, OIS and its stockholders (other than MediVision and MediVision’s Affiliates) and (ii) recommended the approval of this Agreement by the OIS Board; and

WHEREAS, the OIS audit committee and the OIS Board each have, based upon the recommendation of the OIS Special Committee, (i) determined that the Merger is advisable for, fair to, and in the best interests of, OIS and its stockholders (other than MediVision and MediVision’s Affiliates), (ii) approved and adopted this Agreement and declared its advisability

and approved the Merger and the other transactions contemplated by this Agreement and (iii) recommended the approval of this Agreement by the stockholders of OIS; and

WHEREAS, the board of directors of Merger Sub (A) approved the Agreement, the Merger, and the other transactions contemplated by this Agreement, (B) determined that, considering the financial position of the Constituent Corporations, no reasonable concern exists that the Surviving Corporation will be unable to fulfill the obligations of Merger Sub to its creditors; and (C) determined to recommend to OIS, as its sole shareholder, the approval of this Agreement, the Merger, and the other transactions contemplated by this Agreement; and

WHEREAS, concurrently with the execution and delivery of this Agreement, each of the parties identified in Schedule R-1 (such parties collectively being referred to herein as the “ Principal MV Shareholders ”) and OIS have entered into a Voting Agreement substantially in the form attached hereto as Exhibit A (the “ Voting Agreement ”); and

WHEREAS, OIS intends that following consummation of the Merger hereunder, the Surviving Corporation shall continue to perform MediVision’s activities in Israel and other jurisdictions, substantially in the manner performed prior to the Merger contemplated hereunder; and

WHEREAS, prior to or concurrently with the execution and delivery of this Agreement, OIS, MediVision, and the Principal MV Shareholders are, as applicable, entering into: (i) a Registration Rights Agreement substantially in the form attached hereto as Exhibit B (the “ Registration Rights Agreement ”); (ii) a Right of First Refusal and Preemptive Rights Agreement substantially in the form attached hereto as Exhibit C (the “ ROFR Agreement ”); and (iii) a Lock-Up and Standstill Agreement substantially in the form attached hereto as Exhibit D (the “ Standstill Agreement ”); and

WHEREAS, on or prior to the date hereof, the Board of Directors of OIS has adopted (i) certain amendments (the “ OIS Articles Amendments ”) to the Articles of Incorporation of OIS (the “ OIS Articles ”), substantially in the form attached hereto as Exhibit E, and (ii) Amended and Restated Bylaws of OIS (the “ OIS Amended and Restated Bylaws ”), substantially in the form attached hereto as Exhibit I, to become effective at and subject to the occurrence of the Effective Time (as defined below) and, in the case of the OIS Articles Amendments and OIS Amended and Restated Bylaws, approval by the shareholders of OIS as provided for below; and

WHEREAS, certain amendments are to be adopted to the Articles of Association and the Memorandum of Association of MediVision as further detailed below, subject to (i) the occurrence of the Effective Time (as defined below) and (ii) approval by the shareholders of MediVision as provided for below; and

WHEREAS, MediVision, OIS and Merger Sub desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:

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ARTICLE I

THE MERGER; CLOSING; EFFECTIVE TIME

Section 1.01     The Merger . (a) Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the Israeli Companies Law, at the Effective Time (as defined in Section 1.03), Merger Sub shall be merged with and into MediVision in accordance with the Israeli Companies Law, and the separate corporate existence of Merger Sub shall thereupon cease; (b) MediVision shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “ Surviving Corporation ”), and the separate corporate existence of MediVision with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger in accordance with the Israeli Companies Law with such changes to MediVision’s Articles of Association and Memorandum of Association, Board of Directors and other issues as specifically further detailed herein; (c) MediVision shall become a direct wholly-owned subsidiary of OIS and shall succeed to and assume all of the rights, properties and obligations of Merger Sub; and (d) MediVision’s shares will be converted into Shares of OIS common stock.

Section 1.02     Closing . Unless otherwise mutually agreed in writing between MediVision and OIS, the closing of the Merger and the other transactions contemplated by this Agreement (the “ Closing ”) shall take place, subject to the terms and conditions of this Agreement, at the offices of Vedder Price P.C., Chicago, Illinois, at a time and date to be designated by the parties (the “ Closing Date ”) which shall be no later than the third business day after the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at or before the Closing) or at such other time, date and location as the parties hereto shall mutually agree. For purposes of this Agreement, the term “ business day ” shall mean any day ending at 11:59 p.m. (Eastern Time) other than a Friday, Saturday or Sunday or a day on which banks are required or authorized to close in The City of New York or in the State of Israel.

Section 1.03     Effective Time . As soon as practicable following the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature may only be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), Merger Sub shall, in coordination with MediVision, deliver (and OIS shall cause Merger Sub to deliver) to the Registrar of Companies of the State of Israel (the “ Companies Registrar ”) a notice informing the Companies Registrar of such fact and the proposed date of the Closing and requesting the Companies Registrar to issue a certificate evidencing the completion of the Merger in accordance with the Israeli Companies Law (the “ Merger Certificate ”) after notice that the Closing has occurred. The Merger shall become effective upon the issuance by the Companies Registrar, after the Closing, of the Merger Certificate (the “ Effective Time ”).

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ARTICLE II

GOVERNING DOCUMENTS

Section 2.01     Surviving Corporation Memorandum of Association and Articles of Association . At the Effective Time, MediVision’s Memorandum of Association (the “ Memorandum of Association ”), substantially in the form attached hereto as Exhibit J, and Articles of Association (the “ Articles ”) as in effect immediately prior to the Effective Time (the Articles together with the Memorandum of Association, the “ Charter ”) shall be the Surviving Corporation’s Charter until thereafter changed or amended in accordance with the respective terms thereof and the Israeli Companies Law.

Section 2.02     OIS Articles and Bylaws . Subject to the occurrence of the Effective Time and to obtaining shareholder approval of the OIS Articles Amendments and the OIS Amended and Restated Bylaws, OIS shall take such actions, if any, as shall be necessary so that the OIS Articles Amendments and the OIS Amended and Restated Bylaws shall be and become effective at the Effective Time.

ARTICLE III

OFFICERS AND DIRECTORS OF THE SURVIVING CORPORATION AND OIS

Section 3.01     Surviving Corporation Directors . The parties hereto shall take all actions necessary so that the individuals listed on Exhibit F shall, from and after the Effective Time, become the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter.

Section 3.02     Surviving Corporation Officers . The parties hereto shall take all actions necessary so that, from and after the Effective Time, the individuals listed on Exhibit G shall become the officers of the Surviving Corporation holding such titles as shall be set forth opposite their names thereon until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter.

Section 3.03     OIS Officers . The parties hereto shall take all actions necessary so that, as soon as practicable following the Closing, the officers of OIS shall consist of Gil Allon, as Chief Executive Officer, and Ariel Shenhar, as Chief Financial Officer and Secretary, each to serve subject to the pleasure of the Board of Directors of OIS.

Section 3.04     OIS Directors . The parties hereto shall take all actions necessary so that, as soon as practicable following the Closing, the Board of Directors of OIS, as well as its chairman and vice chairman, shall consist of such persons as would be nominated in accordance with the Voting Agreement if an election of directors were being held, and as set forth on Exhibit H.

Section 3.05     Additional Actions . If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable to (a) vest, perfect or confirm, of record or otherwise,

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in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of MediVision or (b) otherwise carry out the provisions of this Agreement, MediVision and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of MediVision or otherwise to take any and all such action.

ARTICLE IV

EFFECT OF THE MERGER ON

CAPITAL STOCK; CONVERSION OF CERTIFICATES

Section 4.01     Effect on Capital Stock . At the Effective Time, as a result of the Merger and without any action on the part of the holder of any share capital of MediVision:

(a)        Conversion Shares . Each ordinary share, par value NIS 0.1 per share, of MediVision (a “ Share ” or, collectively, the “ Shares ”) issued and outstanding immediately prior to the Effective Time, shall be automatically converted into 1.66 shares (the “ Conversion Ratio ”) of the Common Stock, no par value (the “ OIS Common Stock ”), of OIS (the “ Conversion Shares ”). Following the Effective Time, each certificate (a “ Certificate ”) representing any of the Shares and non-certificated Shares deposited at the CIK (the “ CIK Shares ”) shall thereafter represent only the right to receive the Conversion Shares and any dividends or other distributions pursuant to Section 4.02(b).

(c)        Merger Sub . At the Effective Time, all of the ordinary shares, par value NIS 0.1 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable ordinary share, par value NIS 0.1 per share, of the Surviving Corporation.

(d)        MediVision . At the Effective Time, all Shares shall be owned by OIS and will be registered in its name in the shareholders registry of MediVision after presentation of the Shares to a credit institution which is empowered to exchange such Shares for the Merger Consideration.

(a)        Conversion Fund . Prior to the Effective Time, OIS shall, after consultation with MediVision, appoint a bank or trust company that maintains offices in Israel and the United States and Belgium to act as conversion agent (the “ Conversion Agent ”) for providing the Conversion Shares following the Effective Time upon surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.02(g)) or CIK Shares. Prior to or as soon as practicable after the Effective Time, OIS shall deposit or shall cause to be deposited, with the Conversion Agent, for the benefit of the holders of Shares, (i) certificates representing

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the aggregate number of shares of OIS Common Stock to be issued in the Merger; and (ii) such cash in an amount sufficient for payment of any dividends and distributions to which holders of Shares may be entitled (such cash and certificates for shares of OIS Common Stock being hereinafter referred to as the “ Conversion Fund ”). Following the Effective Time, subject to surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.02(g)) or the CIK Shares, the Conversion Agent shall deliver the Conversion Shares and cash in an amount sufficient for payment of any dividends or distributions contemplated to be paid in respect of the Shares pursuant to this Agreement, out of the Conversion Fund. Conversion of any CIK Shares shall be effected in accordance with OIS’s customary procedures with respect to securities represented by book entry. Except as contemplated in this Agreement, the Conversion Fund shall not be used for any other purpose.

(A)      Promptly after the Effective time, OIS shall instruct the Conversion Agent to mail to each holder of record of Conversion Shares (i) a letter of transmittal, in a form to be agreed upon by the parties hereto, and (ii) instructions for use in effecting surrender by such holder of its Certificates to the Conversion Agent in consideration for the Conversion Shares (collectively, the “ Letters of Transmittal ”).

(B)      The holder of each Certificate, upon the surrender of such Certificate by such holder to the Conversion Agent (or the delivery of the affidavit and bond, if any, specified in Section 4.02(g)), together with a Letter of Transmittal duly completed and validly executed by such holder in accordance with the instructions thereto, and such other documents as may reasonably be required by the Conversion Agent, shall, subject to Section 4.02(e) be entitled to receive in exchange for such Certificate a certificate representing the number of shares of OIS Common Stock for which the Shares theretofore represented by such Certificate may be converted pursuant to Section 4.01, and such surrendered Certificate shall forthwith thereafter be cancelled and retired.

(C)      Each Certificate shall be deemed at all times from and after the Effective Time to represent only the right to receive, upon conversion as contemplated in this Section 4.02, the Conversion Shares to which the holder of the Shares formerly represented by such Certificate is entitled to receive in the Merger.

(c)        Distributions with Respect to Unconverted Shares . All shares of OIS Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and, whenever a dividend or other distribution is declared by OIS in respect of the OIS Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of OIS Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the OIS Common Stock shall be paid to any holder of any unsurrendered Certificate or CIK Share until such Certificate (or affidavits of loss in lieu thereof as provided in Section 4.02(g)) or CIK Share is surrendered for conversion in accordance with this Article IV. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavits of loss in lieu thereof

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as provided in Section 4.02(g)) or CIK Share, there shall be issued to the holder of the certificates representing whole shares of OIS Common Stock issued in conversion thereof, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date and payment date after the Effective Time and on or prior to such surrender date, that were received by the Conversion Agent with respect to such whole shares of OIS Common Stock held by it and (ii) at the appropriate payment date as determined by the Conversion Agent, the dividends or other distributions paid and received by the Conversion Agent with respect to such whole shares of OIS Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender.

(d)        Transfers . From and after the Effective Time, there shall be no transfers on the share transfer books of MediVision of the Shares that were outstanding immediately prior to the Effective Time.

(e)        Fractional Shares . No certificate or scrip representing fractional shares of OIS Common Stock shall be issued upon the surrender of certificates formerly representing Shares or otherwise in the Merger, and in lieu thereof, any fractional share of OIS Common Stock shall be rounded up to the nearest whole Share of OIS Common Stock; provided that, prior to applying such rounding mechanism with respect to any holder of Shares, all Shares held by such holder shall be aggregated, taking into account all certificates formerly representing Shares delivered by such holder and the aggregate number of Shares represented thereby, and after giving effect to the exercise of any MediVision Options or MediVision Rights to be exercised by such holder in connection with the Closing.

(f)         Termination of Conversion Fund . Any portion of the Conversion Fund that remains unclaimed by MediVision shareholders for 180 days after the Effective Time shall be delivered to OIS. Any holder of Shares who has not theretofore complied with this Article IV shall thereafter look only to OIS for delivery of the Conversion Shares, without any interest thereon. Notwithstanding the foregoing, none of OIS, the Surviving Corporation, the Conversion Agent or any other Person shall be liable to any former holder of Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws. For the purposes of this Agreement, the term “ Person ” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity (as defined in Section 5.01(d)(i)) or other entity of any kind or nature.

(g)        Lost, Stolen, Destroyed or Unissued Certificates . If any Certificate shall have been lost, stolen, destroyed or never issued, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen, destroyed or never issued and, if required by OIS, the posting by such Person of a bond in customary amount and upon such terms as may be required by OIS as indemnity against any claim that may be made against it with respect to such Certificate, the Surviving Corporation or the Conversion Agent will issue, in exchange for such lost, stolen, destroyed or never issued Certificate, the shares of OIS Common Stock and any cash, unpaid dividends or other distributions that would have been payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen, destroyed, or never issued Certificate been surrendered.

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(h)        Withholding Rights . Each of OIS, the Surviving Corporation, and the Conversion Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares, MediVision Options or MediVision Rights (collectively, the “ Holders ”), such amounts as OIS, the Surviving Corporation or the Conversion Agent reasonably determines it may be required to deduct and withhold with respect to the making of any payment pursuant to this Agreement under the Internal Revenue Code of 1986, as amended, and by rules and regulations promulgated thereunder (the “ Code ”), the Israeli Income Tax Ordinance [New Version], 1961, as amended and the regulations promulgated thereunder (the “ Ordinance ”), or any other applicable United States, state, local, Israeli or foreign Tax (as defined in Section 5.01(l)) Law, provided, however, that (i) if the Israeli Withholding Tax Ruling (as defined in Section 6.12(c)(ii)) is obtained, deduction and withholding of any amounts under the Ordinance or any other provision of Israeli Law or requirement, if any, shall be made only in accordance with the provisions of the Israeli Withholding Tax Ruling; (ii) if a Withholding Tax Extension (as defined in Section 6.12(c)(ii)) is obtained, the parties shall fully comply with the provisions of any such Withholding Tax Extension with respect to Taxes covered thereby; and (iii) if any holder of record of Shares provides the Conversion Agent or OIS with a valid approval or ruling issued by the applicable Governmental Entity regarding the withholding (or exemption from withholding) of Israeli Tax from the Conversion Shares in a form reasonably satisfactory to OIS, then the deduction and withholding of any such Taxes under the Ordinance or any other provision of Israeli Law or requirement, if any, from the Conversion Shares payable to such holder of record of Shares shall be made only in accordance with the provisions of such approval; provided, further, that OIS shall be entitled but not obligated to deduct and withhold from any shares of OIS Common Stock payable or otherwise deliverable by withholding a portion or all of such shares otherwise deliverable and selling such shares to cover its withholding obligations. MediVision shall provide, as requested by OIS or the Conversion Agent, copies (or originals) of all withholding documentation and related information that may be necessary to determine whether any payment is subject to withholding and to calculate the proper amount (if any) required to be withheld with respect to any payment to any Holder contemplated under this Agreement. To the extent that amounts are so withheld by OIS or any party on OIS’s behalf, such withheld amounts (i) shall be remitted by the party who withheld such amounts to the applicable Governmental Entity when and as lawfully required and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares in respect of which such deduction and withholding was made by OIS.

(i)         Uncertificated MediVision Shares . OIS shall cause the Conversion Agent to (i) issue in registered form, as of the Effective Time, to each holder of CIK Shares, that number of whole shares of OIS Common Stock that such holder is entitled to receive in respect of each such CIK Share pursuant to this Article IV and (ii) mail to each such holder the Letter of Transmittal and such other materials to be reasonably agreed by OIS and MediVision prior to the Effective Time advising such holder of the effectiveness of the Merger and the conversion of such holder’s Shares into the Conversion Shares pursuant to the Merger and a check (after giving effect to any required Tax withholdings) for any cash in payment of any dividend or other distribution in respect of such CIK Shares, in each case without any action by such holders.

Section 4.03     Adjustments . Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Shares

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or the issued and outstanding shares of OIS Common Stock shall have been changed into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, redenomination, merger, or other similar transaction, then the Conversion Shares shall be equitably adjusted and, as so adjusted shall, from and after the date of such event, be the Conversion Shares or other dependent item.

(a)        Stock Options . At the Effective Time, each outstanding option to purchase Shares (a “ MediVision Option ”) under the Option Plans (as defined in Section 5.01(b)(i)(A)), whether or not exercisable and whether or not vested, shall be assumed by OIS such that it is converted into an option (a “ Replacement Option ”) to purchase a number of shares of OIS Common Stock equal to the number of Shares underlying such MediVision Option multiplied by the Conversion Ratio, at an exercise price per share of Common Stock equal to the exercise price per Share of such MediVision Option as in effect immediately prior to the Closing divided by the Conversion Ratio and with such other terms and conditions as were applicable to such MediVision Option (including any repurchase rights or vesting provisions); provided, that OIS shall use its reasonable efforts to effect the conversion in such a manner that the Replacement Options shall have the same tax attributes as the MediVision Options; provided, however, that (i) the exercise price and the number of shares of OIS Common Stock purchasable pursuant to the Replacement Options shall be determined in a manner consistent with the requirements of Sections 409A, 422 and 424(a) of the Code, as applicable; (ii) for the purposes of converting option exercise prices, euros will be converted into U.S. dollars at the exchange rate prevailing at the close of business on the trading date prior to the date of this Agreement; and (iii) the Replacement Options will be issued pursuant to the terms of the OIS Option Plans. For purposes of this Section 4.04(a), OIS shall be considered to have used its "reasonable efforts" to effect the conversion of the MediVision Options so that the Replacement Options have the same tax attributes as the MediVision Options in the following circumstances: (i) if the Options Tax Ruling is not issued prior to the Effective Date, OIS issues “ Nonqualified Stock Options ,” meaning options which do not qualify as incentive stock options within the meaning of Section 422 of the Code (“ ISOs ”), for all of the Replacement Options; and (ii) if the Options Tax Ruling is issued prior to the Effective Date, (A) for the MediVision Options with favorable tax treatment under Israeli tax law as described in Section 6.12(c)(i) (“ Favorable MV Options ”), OIS coordinates the issuance of such Replacement Options with the Options Tax Ruling so that ISOs may be issued to the extent such conversion is permitted and consistent with Sections 422 and 424(a) of the Code, and (B) for the non-Favorable MV Options, OIS issues Nonqualified Stock Options for such Replacement Options.

(b)        Warrants . At the Effective Time, each outstanding warrant or other right (other than the MediVision Options) to purchase Shares (a “ MediVision Right ”) shall be assumed by OIS such that it is converted into a warrant or other right of corresponding nature (a “ Replacement Right ”) to purchase a number of shares of OIS Common Stock equal to the number of Shares underlying such MediVision Right multiplied by the Conversion Ratio, at an exercise price per share of common stock equal to the exercise price per Share of such MediVision Right as in effect immediately prior to the Closing divided by the Conversion Ratio and with such other terms and conditions as were applicable to such MediVision Right

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(including any repurchase rights or vesting provisions); provided, however, that (i) the exercise price and the number of shares of OIS Common Stock purchasable pursuant to the Replacement Rights shall be determined in a manner consistent with the requirements of Section 409A of the Code, as applicable; (ii) in the case of any MediVision Rightto which Section 422 of the Code applies, the exercise price and the number of shares of OIS Common Stock purchasable pursuant to the Replacement Rights shall be determined in accordance with the foregoing, subject to such adjustments as are necessary to satisfy the requirements of Section 424(a) of the Code; (iii) for the purposes of converting warrant exercise prices, euros will be converted into U.S. dollars at the exchange rate prevailing at the close of business on the trading date prior to the date of this Agreement; and (iv) to the extent the provisions of any MediVision Right are inconsistent with this Section 4.04(b), the provisions of such MediVision Right shall be controlling; and (v) the Replacement Rights will be issued pursuant to the terms of the existing warrant.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Section 5.01     Representations and Warranties of MediVision . Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to OIS by MediVision concurrently with the execution and delivery of this Agreement (the “ MediVision Disclosure Letter ”), MediVision hereby represents and warrants to OIS and Merger Sub that:

(a)        Organization and Qualification . Each of MediVision and each of its Subsidiaries (as defined below) is a legal entity duly organized and validly existing under the Laws (as defined in Section 5.01(j)) of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, and is qualified to do business as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or the conduct of its business requires such qualification, except where the failure to be so organized, qualified or to have such power or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a MediVision Material Adverse Effect (as defined below). MediVision has made available to OIS complete and correct copies of MediVision’s and its Subsidiaries’ Charter or comparable governing documents, each as amended to the date hereof, and each as so delivered is in full force and effect. Neither MediVision nor any of its Subsidiaries is in violation of any provisions of its Articles of Association or comparable governing documents. No dissolution, revocation or forfeiture proceedings regarding MediVision or any of its Subsidiaries have been commenced. The minute books of MediVision and its Subsidiaries made available to OIS or its representatives contain accurate records of all meetings of their boards of directors, all committees of the boards of directors and all of their shareholders’ meetings in the last five years. Section 5.01(a) of the MediVision Disclosure Letter contains a correct and complete list of each jurisdiction where MediVision and each of its Subsidiaries are organized and qualified to do business. As used in this Agreement, the term (i) “ Subsidiary ” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person or by one or more of its Subsidiaries; provided, however, that (A) CCS Pawlowski GmbH (“ CCS ”) shall in any event be

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deemed a Subsidiary of MV and (B) OIS and its Subsidiaries shall not be deemed to be Subsidiaries of MediVision; and (ii) “ MediVision Material Adverse Effect ” means a material adverse effect on the financial condition, properties, assets, liabilities, business, results of operations or prospects of MediVision and its Subsidiaries taken as a whole or preventing, materially delaying or materially impairing MediVision’s or its Subsidiaries’ ability to consummate the transactions contemplated by this Agreement; provided, however, that the term “ MediVision Material Adverse Effect ” shall exclude events, changes, circumstances and states of facts (I) that result or arise from events, changes, circumstances or states of facts generally affecting any industry in which MediVision or any of its Subsidiaries operates or the economy in any of the countries in which MediVision or any of its Subsidiaries operates, (II) that result or arise from events, changes, circumstances or states of facts affecting general worldwide economic or capital market conditions, which in the case of each of the immediately preceding clause (I) and this clause (II) do not materially disproportionately affect MediVision or any of its Subsidiaries, or (III) that result or arise from the execution of this Agreement or the announcement of the transactions contemplated hereby.

(i)        The registered and authorized share capital of MediVision consists of 10,000,000 Shares, of which 6,807,299 Shares were outstanding as of the close of business on December 31, 2007. All of the outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable, and were issued in material compliance with any preemptive or similar rights of any Person, whether contractual or under any applicable Law or any of MediVision’s governing documents. All of the outstanding Shares have been issued in material compliance with all applicable securities Laws. Other than as set forth in Section 5.01(b)(i) of the MediVision Disclosure Letter, MediVision does not hold any dormant shares, and no shares are held in treasury by MediVision or held by any of its Subsidiaries. MediVision has no Shares reserved for issuance, other than as set forth in Section 5.01(b)(i) of the MediVision Disclosure Letter and except that, as of December 31, 2007, (A) there were 500,000 Shares reserved for issuance pursuant to MediVision’s 1999 Share Option Plan, of which 354,088 Shares were subject to outstanding options to purchase Shares and 145,912 Shares were available for future grants, and 500,000 Shares reserved for issuance pursuant to MediVision’s 2004 Option Plan, of which 409,401 Shares were subject to outstanding options to purchase Shares and 90,599 Shares were available for future grants (collectively, the “ Option Plans ”), and (B) there were at least 268,156 Shares reserved for issuance upon the exercise of a warrant issued by MediVision to the United Mizrachi Bank Ltd. Section 5.01(b)(i) of the MediVision Disclosure Letter includes a correct and complete list, as of the date of this Agreement, of each outstanding share option, restricted share grant, and any other share related rights issued under the Option Plans, including the holder, date of grant, term, number of Shares and, where applicable, exercise price and vesting schedule, including whether the vesting will be accelerated by the execution of this Agreement or consummation of the Merger or by termination of employment or change of position following consummation of the Merger. Each of the outstanding shares of share capital or other securities of each of MediVision’s Subsidiaries has been duly authorized and validly issued and is fully paid and nonassessable and was issued in material compliance with any preemptive or similar

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rights of any Person, whether contractual or under any applicable Law or any of the governing documents of any such Subsidiary and is owned by MediVision or by a direct or indirect wholly-owned Subsidiary of MediVision, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (a “ Lien ”). Except as set forth in Section 5.01(b)(i) of the MediVision Disclosure Letter, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate MediVision or any of its Subsidiaries to issue or sell any shares of share capital or other securities of MediVision or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of MediVision or any of its Subsidiaries, and no securities or obligations evidencing any such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Option Plans or warrants or convertible loan set forth in Section 5.01(b)(i) of the MediVision Disclosure Letter (including payment therefor), such Shares will be duly authorized, validly issued, fully paid and nonassessable. MediVision does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of MediVision on any matter.

(ii)       The Shares are listed for trading on the Euronext Stock Exchange in Brussels, Belgium. Such listing is in complete force and effect as of the date hereof. MediVision has not received any notice regarding a potential delisting of the Shares from trading on the Euronext Stock Exchange and is not aware of any noncompliance on its part with any listing or maintenance requirements of the Euronext Stock Exchange applicable to it.

(iii)      Section 5.01(b)(iii) of the MediVision Disclosure Letter sets forth (A) each of MediVision’s Subsidiaries, the ownership interest of MediVision in each such Subsidiary, and identity and ownership interest of any other Person or Persons in each such Subsidiary and (B) any share capital, equity interest or other direct or indirect ownership interest held by MediVision or its Subsidiaries in any other Person (including OIS). MediVision holds shares in the amount of 37,800 euros in CCS, representing 63% of all outstanding and issued shares of CCS. Neither MediVision nor CCS is bound by any Contract relating to CCS or its ownership or governance that would be violated or breached by the consummation of the Merger or any of the other transactions contemplated hereby, and the consummation of the Merger and the other transactions contemplated hereby will not have a MediVision Material Adverse Effect on any of MediVision’s rights or shares it currently holds in CCS.

(iv)      The financial statements (Bilanzen) required to be filed with the commercial registry (Handelsregister) annually by CCS pursuant to German law (Paragraphs 325 and 326 Handelsgesetzbuch) have been or will have been filed prior to Closing in accordance with German law (EHUG). No fines have been assessed as in connection with the failure to have made any such filings.

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(v)       To the best of MediVision’s knowledge, and based on examinations conducted by MediVision, there are no more than 35 (thirty-five) MediVision shareholders that are Israeli residents.

(i)        MediVision has all requisite corporate power and authority and has taken all corporate action (subject only to the approval of this Agreement and the Merger by the Requisite MediVision Vote (as hereinafter defined)) necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated thereby. This Agreement has been duly executed and delivered by MediVision and constitutes a valid and binding agreement of MediVision, enforceable against MediVision in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (the “ Bankruptcy and Equity Exception ”). The “ Requisite MediVision Vote ” means the affirmative vote of holders of 75% of the voting Shares of MediVision present and voting in person or by proxy (not including abstainees) at the shareholders’ meeting duly called and held for such purpose, provided that either (A) such vote also includes the affirmative vote of the holders of at least one-third of all of the Shares held by shareholders present and voting in person or by proxy who do not have a personal interest (as defined in the Israeli Companies Law) in the Merger and the other transactions contemplated hereby, or (B) the total votes cast against the Merger by shareholders present and voting in person or by proxy who do not have a personal interest in the Merger do not exceed 1% of MediVision’s issued and outstanding share capital (excluding dormant shares).

(ii)       (A) Each of the audit committee and the board of directors of MediVision has: (I) unanimously determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of, MediVision and its shareholders; (II) approved this Agreement and the Merger and the other transactions contemplated hereby; and (III) made all other affirmative determinations required to be made by it in connection with this Agreement, the Merger and the other transactions contemplated hereby under the Israeli Companies Law; and (B) the board of directors of MediVision has: (I) resolved to recommend approval of this Agreement, the Merger and the other transactions contemplated hereby to the general meeting of MediVision’s shareholders (the “ MediVision Recommendation ”) and directed that this Agreement be submitted to the general meeting of MediVision’s shareholders for their approval; and (II) received the opinion of its financial advisor, BDO Seidman Ziv Haft Consulting Group, to the effect that the consideration to be received by the holders of the Shares in the Merger is fair from a financial point of view, as of the date of such opinion, to such holders, a copy of which opinion has been delivered to OIS. It is agreed and understood that such opinion is for the benefit of MediVision’s board of directors and may not be relied on by OIS or Merger Sub.

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(i)        No notices, reports or other filings are required to be made by MediVision with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by MediVision from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (except as may not have a MediVision Material Adverse Effect) (each, a “ Governmental Entity ”) in connection with the execution and delivery of this Agreement by MediVision and the consummation of the Merger and the other transactions contemplated hereby, or in connection with the continuing operation of the business of MediVision and its Subsidiaries immediately following the Effective Time, other than (A) as contemplated by Sections 1.03, 6.04, 6.13 and 7.01(f), (B) necessary notices, reports, filings, consents, registrations, approvals, permits or authorizations pursuant to Section 1.03, (C) filing a draft of the S-4 Registration Statement with the Commission Bancaire Financiere et des Assurances (“ CBFA ”) prior to or concurrently with the filing of such document with the Securities Exchange Commission (“ SEC ”), (D) filing an application for delisting of the Shares from Euronext and filing an application, if necessary, for an exemption from any requirement to list the OIS Common Stock on the Euronext Stock Exchange, (E) filing application to, and receiving the approval of, the Israeli Tax Authority with respect to the Merger, (F) filings with, and approval by, the Office of the Chief Scientist of the Israeli Ministry of Trade & Industry (“ OCS ”) to the change in ownership of MediVision to be effected by the Merger (the “ OCS Approval ”), (G) filings with, and approval by, the Investment Center of the Israeli Ministry of Trade & Industry (the “ Investment Center ”) of the change in ownership of MediVision to be effected by the Merger (the “ Investment Center Approval ”), (H) obtaining the Options Tax Ruling (as defined in Section 6.12(c)(i)), (I) completing the process of de-listing MediVision’s shares from the Euronext Stock Exchange, and (J) other filings and recordation as required by Governmental Entities (defined below) other than those in the United States or Israel, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a MediVision Material Adverse Effect.

(ii)       Other than as set forth in Section 5.01(d)(ii) of the MediVision Disclosure Letter, execution, delivery and performance of this Agreement by MediVision does not, and the consummation of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the Articles of Association of MediVision or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of MediVision or any of its Subsidiaries pursuant to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “ Contract ”) binding upon MediVision or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 5.01(d)(i), under any Law to which MediVision or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any Contract binding on MediVision or any of its

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Subsidiaries, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, has not had and would not reasonably be expected to have a MediVision Material Adverse Effect. Section 5.01(d)(ii) of the MediVision Disclosure Letter sets forth a correct and complete list of material Contracts of MediVision and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

(iii)      Other than as described in Section 5.01(d)(iii) of the MediVision Disclosure Letter, neither MediVision nor any of its Subsidiaries is a party to or bound by any non-competition Contracts or other Contract that purports to limit in any material respect either the type of business in which MediVision or any of its Subsidiaries (or, after giving effect to the Merger, OIS or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business.

(iv)      Other than as described in Section 5.01(d)(iv) of the MediVision Disclosure Letter, except for: (A) relationships with MediVision or any of its Subsidiaries as an officer, director, or employee thereof (and compensation by MediVision or any of its Subsidiaries in consideration of such services) in accordance with the terms of their employment; and (B) relationships with MediVision as shareholders or option holders therein, to the knowledge (as defined below) of MediVision, MediVision does not have knowledge of any of the directors or officers, or the shareholders of MediVision, or any known member of any of their families or Affiliates, presently being a party to, or having been a party to during the year preceding the date of this Agreement, any transaction, agreement or arrangement with MediVision or any of its Subsidiaries. MediVision does not have knowledge of any of the officers, directors or Shareholders having any known interest in any property, real or personal, tangible or intangible, including inventions, copyrights, trademarks, or trade names, used in or pertaining to the business, or any supplier, distributor, or customer of MediVision, except for the normal rights of a Shareholder, and except for rights under the Option Plans. MediVision and its Subsidiaries have not, since July 1, 2004, (x) extended or maintained credit, arranged for the extension of credit or renewed an extension of credit in the form of a personal loan to or for any director or executive officer of MediVision or (y) materially modified any term of any such extension or maintenance of credit. As used in this Agreement, (i) “ knowledge ” of MediVision means the actual knowledge of MediVision’s officers; (ii) “ knowledge ” of OIS or Merger Sub means the actual knowledge of such party’s officers; and (iii) “ Affiliate ” of any Person has the meaning defined in Rule 2b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

(e)         MediVision Reports; Financial Statements .

(i)        To the best of MediVision’s Knowledge, MediVision has filed or furnished, as applicable, on a timely basis all forms, all material statements, certifications, reports and documents required to be filed or furnished by it with or to the Euronext Stock Exchange (the forms, statements, reports and documents filed with or

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furnished to the Euronext Stock Exchange and those filed or furnished subsequent to the date hereof including any amendments thereto, the “ MediVision ESE Reports ”). To the best of MediVision’s Knowledge, each of the MediVision ESE Reports, at the time of its filing or being furnished complied, or after an amendment was filed complied, or if not yet filed or furnished, will comply in all material respects with the applicable requirements of Law and any rules and regulations applicable to the MediVision ESE Reports. To the best of MediVision’s Knowledge, as of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment) the MediVision ESE Reports did not, and any MediVision ESE Reports filed with or furnished to the Euronext Stock Exchange subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each English language translation of a non-English language document filed as an exhibit to, or incorporated by reference into, any MediVision ESE Report constitutes a true, correct and complete translation of the original document in all material respects.

(ii)       In connection with publication of a prospectus in Belgium in the year 2000, MediVision has been granted from the Israeli Securities Authority (the “ ISA ”) an exemption from the requirement to publish such prospectus and from the reporting duties generally applicable to Israeli public companies under the Israeli Securities Law 1968 and any regulation promulgated thereunder (“ Israeli Securities Law ”), subject to such qualifications as stated in such exemption.

(iii)      MediVision is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Euronext Stock Exchange and with the corporate governance requirements of the Israeli Companies Law.

(iv)      MediVision does not maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by MediVision is recorded and reported on a timely basis to the individuals responsible for the preparation of MediVision’s filings with the Euronext Stock Exchange and other public disclosure documents. MediVision and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are generally executed in accordance with management’s general or specific authorizations; (ii) transactions are generally recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is generally permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any material differences. MediVision’s management has disclosed to MediVision’s auditors and the audit committee of MediVision’s board of directors (A) any significant deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to materially adversely affect MediVision’s ability to record, process, summarize and report financial information and has identified for MediVision’s auditors and audit committee of MediVision’s board of directors any material weaknesses in internal control over financial reporting and (B) any

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fraud, whether or not material, that involves management or other employees who have a significant role in MediVision’s internal control over financial reporting. MediVision has made available to OIS (i) the material information relating to any such disclosure made by management to MediVision’s auditors and audit committee since December 31, 2000 and (ii) any material communication since December 31, 2000 made by management or MediVision’s auditors to its audit committee. Since December 31, 2000, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material concerns from MediVision employees regarding questionable accounting or auditing matters, have been received by MediVision. MediVision has made available to OIS the material information relating to all such material complaints or concerns relating to other matters made since December 31, 2000 and through the date hereof. No attorney representing MediVision or any of its Subsidiaries, whether or not employed by MediVision or any of its Subsidiaries, has reported to MediVision any evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by MediVision or any of its officers, directors, employees or agents to MediVision’s chief legal officer, audit committee (or other committee designated for the purpose) of the board of directors.

(v)       Each of the consolidated balance sheets included in or incorporated by reference into any MediVision Reports (including the related notes and schedules) fairly presents, or, in the case of MediVision Reports filed after the date hereof, will fairly present, in all material respects the consolidated financial position of MediVision and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, changes in shareholders’ equity (deficit) and cash flows included in or incorporated by reference into MediVision Reports (including any related notes and schedules) fairly presents, or, in the case of MediVision Reports filed after the date hereof, will fairly present, in all material respects the results of operations, retained earnings (loss) and changes in financial position, as the case may be, of such companies for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with International Accounting Standards (“ IAS ”) consistently applied during the periods involved, except as may be noted therein.

(vi)      MediVision has previously furnished to OIS a complete and correct copy of any material amendments or modifications, which have not yet been filed with the Euronext Stock Exchange but which are required to be filed, to agreements, documents or other instruments which previously had been filed by MediVision with the Euronext Stock Exchange.

(vii)     MediVision has recorded and will report for the three-month period ended September 30, 2007 the financial results described in Section 5.01(e)(vii) of the MediVision Disclosure Letter.

(viii)    MediVision has made available to OIS all material position papers with respect to accounting policies and practices, including any quarterly position made available to MediVision’s principal financial and accounting officer, its audit committee or its independent registered public accounting firm; MediVision’s revenue recognition

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policies and practices are and have been in compliance in all material respects with all applicable rules, regulations and statements of the Eurenext Stock Exchange with respect thereto; and MediVision’s controls over its revenue recognition policies and practices have been communicated to and applied in all material respects by its sales organization.

(ix)      Neither MediVision nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed in a MediVision ESE Report or on a consolidated balance sheet or in the related notes to consolidated financial statements prepared in accordance with IAS and the rules of the Euronext Stock Exchange and which are not so reported and which are, individually or in the aggregate, material to the business, results of operations, assets or financial condition of MediVision and its Subsidiaries taken as a whole, except liabilities permitted to be incurred under this Agreement.

(f)         Absence of Certain Changes . Since September 30, 2007, MediVision and its Subsidiaries have conducted their respective businesses only in accordance with, and have not engaged in any material transaction other than as contemplated by this Agreement or in accordance with, the ordinary and usual course of such businesses and there has not been:

(i)        any event, development or circumstance involving, or any change in the financial condition, properties, assets, liabilities, or results of operations of MediVision or any of its Subsidiaries or any circumstance, occurrence or development (including any adverse change with respect to any circumstance, occurrence or development existing on or prior to September 30, 2007) which, individually or in the aggregate, has had or would reasonably be expected to have a MediVision Material Adverse Effect;

(ii)       any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by MediVision or any of its Subsidiaries, whether or not covered by insurance;

(iii)      any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of share capital of MediVision or any of its Subsidiaries (except for dividends or other distributions by any direct or indirect wholly-owned Subsidiary to MediVision or to any wholly-owned Subsidiary of MediVision) or any repurchase, redemption or other acquisition by MediVision or any of its Subsidiaries of any outstanding shares of share capital or other securities of MediVision or any of its Subsidiaries;

(iv)      any material change in any method of accounting or accounting practices by MediVision or any of its Subsidiaries;

(v)       (A) any material increase in the compensation payable or to become payable to its officers or employees (except for increases in the ordinary course of business and consistent with past practice) or (B) any establishment, adoption, entry into or amendment of any collective bargaining, bonus, profit sharing, thrift, compensation, employment, termination, severance or other plan, agreement, trust, fund,

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policy or arrangement for the benefit of any director, officer or employee which would have a material effect, except to the extent required by applicable Laws;

(vi)      any event, development or circumstance as a result of which MediVision incurred a material Tax liability not in the ordinary course of business; or

(i)        Except as set forth in Section 5.01(g)(i) of the MediVision Disclosure Letter, there are no (A) civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to MediVision’s knowledge, threatened against MediVision or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a MediVision Material Adverse Effect or (B) obligations or liabilities of MediVision or any of its Subsidiaries, whether or not accrued, contingent or otherwise, and whether or not required to be disclosed in a MediVision ESE Report, or any other facts or circumstances known to MediVision that could reasonably be expected to result in any claims against, or obligations or liabilities of, MediVision or any of its Subsidiaries, including those relating to environmental and occupational safety and health matters, except for those that, individually or in the aggregate, have not had and would not reasonably be expected to have a MediVision Material Adverse Effect. Neither MediVision nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity which, individually or in the aggregate, has had, or would reasonably be expected to have, a MediVision Material Adverse Effect.

(ii)       MediVision has no liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent, or otherwise) payable or otherwise owing in connection with the Contingent Liabilities.

(i)         Definitions . For the purposes of this Agreement, the following terms have the meanings set forth below:

(A)      “ Employee ” shall mean any current, former or retired employee, officer or director of MediVision or any of its Subsidiaries;

(B)      “ MediVision Benefit Plan ” shall mean any plan, program, policy, practice, contract, agreement or arrangement of any kind (excluding any MediVision Employment Agreement (as defined herein)) providing for pension, retirement, savings, day or dependent care, accident, disability, medical, dental, health, life (including any individual life insurance policy to which MediVision or whether or not MediVision is the owner, beneficiary or both of such policy), death benefit, group insurance, profit sharing, deferred compensation, stock or stock-related awards, bonus, incentive,

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performance awards, leave of absence, layoff, vacation pay, compensation, severance pay, termination pay, legal services, cafeteria, worker’s compensation fringe benefits or other employee benefits or remuneration of any kind, or other employee benefit plan, trust, arrangement, contract, agreement, policy or commitment (including, without limitation, any othertype of “Fund” as defined in the Israeli Supervision Over Financial Services Law, whether any of the foregoing is funded, insured or self-funded, written or oral, (a) to which MediVision is a party or by which MediVision is bound; (b) with respect to which MediVision has made any payments or contributions or may otherwise have any material liability (whether or not MediVision maintains such plan, trust, arrangement, contract, agreement or policy); or (c) which is adopted, maintained, contributed to, or required to be contributed to, by MediVision or any Subsidiary under which any Employee, or any beneficiary thereof, is covered, is eligible for coverage or has any benefit rights;

(C)      “ MediVision Employment Agreement ” shall mean each management, employment or other agreement, contract or understanding between MediVision or any Subsidiary and any Employee; and

(ii)       A true and complete list of all material MediVision Benefit Plans and all MediVision Employment Agreements are listed in Section 5.01(h)(ii) of the MediVision Disclosure Letter and true and correct copies of all MediVision Benefit Plans and all MediVision Employment Agreements listed in Section 5.01(h)(ii) of the MediVision Disclosure Letter, including, but not limited to, any trust instruments, insurance contracts and, with respect to any employee stock ownership plan, loan agreements forming a part of any MediVision Benefit Plans, and all amendments thereto, have been provided to OIS on or prior to the date hereof.

(iii)      Except as set forth in Section 5.01(h)(i) of the MediVision Disclosure Letter:

(A)      All MediVision Benefit Plans and all MediVision Employment Agreements comply in all material respects with applicable Law.

(B)      None of the MediVision Benefit Plans nor any of the MediVision Employment Agreements contain any change in control provisions which would cause an increase or acceleration of benefits or benefit entitlements under such MediVision Benefit Plans, MediVision Employment Agreements or other provisions, which would cause an increase in liability of MediVision as a result of the transactions contemplated by this Agreement or any related action thereafter. Each MediVision Benefit Plan has received a favorable determination letter and MediVision is not aware of any facts or circumstances that might jeopardize the qualified status of any such MediVision Benefit Plan.

(C)      All accrued contributions and other payments to be made by MediVision to any MediVision Benefit Plan and under any MediVision Employment Agreement through the date of the recent balance sheet have been

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made in accordance with GAAP and consistent with past practice or reserves adequate for such purposes as of the date of the recent balance sheet have been set aside therefor and reflected on the recent balance sheet. MediVision is not in material default in performing any of its contractual obligations under any of the MediVision Benefit Plans or any related trust agreement or insurance contract or any MediVision Employment Agreement, and there are no material outstanding liabilities of any MediVision Benefit Plan other than liabilities for benefits to be paid to participants in such MediVision Benefit Plan.

(D)      There is no pending litigation or, to the knowledge of MediVision, threatened litigation or pending claim (other than benefit claims made in the ordinary course) by or on behalf of or against any of the MediVision Benefit Plans or any of the fiduciaries thereof, or with respect to the administration of any of the MediVision Benefit Plans now or heretofore maintained by MediVision which alleges violations of applicable Law.

(E)       Each MediVision Benefit Plan and each MediVision Employment Agreement is and has been in compliance in all material respects with, and each such plan and each such agreement is and has been operated in accordance with, the documents governing such plan and in accordance with all applicable Laws, rules and regulations, including, without limitation, the Israeli Tax Authority, the Ordinance or any other applicable Law. All reporting and disclosure requirements and all other applicable Law have been satisfied in all material respects with respect to each of the MediVision Benefit Plans. There have been no prohibited transactions with respect to any of the MediVision Benefit Plans and any of the MediVision Employment Agreements.

(F)       MediVision is not required to contribute to a MediVision Benefit Plan and has not been so required during the five-year period ending on the Closing Date.

(i)         Employees . Except as set forth in Section 5.01(i) of the MediVision Disclosure Letter, (A) neither MediVision nor any Subsidiary is a party to any collective bargaining contract, collective labor agreement or other contract or arrangement with a labor union, trade union or other organization or body involving any of its employees, except extension orders ( tzavei harchava ) under Israeli Law, or is otherwise required (under any legal requirement, under any contract or otherwise) to provide benefits or working conditions beyond the minimum benefits and working conditions required by Law; (B) neither MediVision nor any Subsidiary has recognized or received a demand for recognition from any collective bargaining representative with respect to any of Employees; (C) all of the Employees are “at will” employees, subject to termination notice provisions provided by applicable Law; (D) there is no Contract between MediVision or any Subsidiary and any Employee; and/or (E) MediVision and its Subsidiaries’ obligations to provide statutory severance pay pursuant to the Israeli Severance Pay Law (5723-1963) and vacation pursuant to the Israeli Annual Leave Law 1951 or in each case any Law of any other jurisdiction or any Contract are fully funded or accrued on MediVision’s financial statements, and MediVision does not use the provisions of Section 14 of the Severance Pay Law with respect to such statutory severance pay. Except as set forth in

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Section 5.01(i) of the MediVision Disclosure Letter, MediVision has no knowledge of any circumstance that could give rise to any valid claim by a current or former Employee for compensation on termination of employment beyond those paid or reserved for; all material amounts that MediVision is legally or contractually required either (x) to deduct from Employees’ salaries or to transfer to Employees’ pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds or (y) to withhold from Employees’ salaries and benefits and to pay to any Governmental Entity have, in each case, been duly deducted, transferred, withheld and paid in a timely manner (other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice), and MediVision does not have any outstanding material obligation to make any such deduction, transfer, withholding or payment; and except as set forth in Section 5.01(i) of the MediVision Disclosure Letter, MediVision and its Subsidiaries are in compliance in all material respects with all applicable legal requirements and contracts relating to employment, employment practices, wages, bonuses and other compensation matters and terms and conditions of employment, including, but not limited to, the Israeli Prior Notice to the Employee Law 2002, the Israeli Notice to Employee (Terms of Employment) Law 2002, the Israeli Prevention of Sexual Harassment Law (5758-1998), and the Israeli Employment by Human Resource Contractors Law 1996. All material obligations of MediVision and its Subsidiaries with respect to statutorily required severance payments to Employees have been fully satisfied or have been fully funded by contributions to appropriate insurance funds and/or to the extent required have been reserved for in the MediVision Financial Statements. Except as set forth in Section 5.01(i) of the MediVision Disclosure Letter, neither MediVision nor any of its Subsidiaries has any Employees whose employment would require special licenses or permits, and there are no unwritten policies or customs of MediVision or any of its Subsidiaries which could entitle any Employees to benefits in addition to what they are entitled by Law. Except as set forth in Section 5.01(i) of the MediVision Disclosure Letter, neither MediVision nor any of its Subsidiaries has engaged any consultants, sub-contractors, sales agents or freelancers who, according to Law, would be entitled to the rights of an employee vis-à-vis MediVision or any Subsidiary, including rights to severance pay, vacation, recuperation pay ( dmei havraa ) and other employee-related statutory and contractual benefits. For purposes of this Agreement, the term “Employee” shall be construed to include consultants, sales agents and other independent contractors who spend (or spent) a majority of their working time on the business of MediVision or a Subsidiary (each of whom shall be so identified in Section 5.01(i) of the MediVision Disclosure Letter). In addition, MediVision has provided to OIS a correct and complete summary of the calculations concerning the components of the Employees’ salaries, including any components that are not included in the basis for calculation of amounts set aside for purposes of statutory severance pay and pension; any and all agreements with human resource contractors, or with consultants, sub-contractors, sales agents or freelancers; a summary of its and its Subsidiaries’ policies, procedures and customs regarding termination of Employees; and a summary of any dues it pays to the Histadrut Labor Organization or any other labor organization and whether MediVision participates in the expenses of any worker’s committee (Va’ad Ovdim) .

(j)         Compliance with Laws . The businesses of each of MediVision and its Subsidiaries have not been, and are not being, conducted in violation of any federal, state, local or foreign Law, statute or ordinance, common law or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “ Laws ”) applicable to MediVision or any of its Subsidiaries,

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except for violations that would not, individually or in the aggregate, reasonably be expected to have a MediVision Material Adverse Effect. No investigation or review by any Governmental Entity with respect to MediVision or any of its Subsidiaries is pending or, to MediVision’s knowledge, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which would not, individually or in the aggregate, reasonably be expected to have a MediVision Material Adverse Effect. No change is required in MediVision’s or any of its Subsidiaries’ processes, properties or procedures in connection with any such Laws, and MediVision has not received any notice or communication of any noncompliance with any such Laws that has not been cured as of the date hereof, except for such changes and noncompliance that would not, individually or in the aggregate, reasonably be expected to have a MediVision Material Adverse Effect. MediVision and its Subsidiaries each has obtained and is in substantial compliance with all permits, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“ Licenses ”) necessary or appropriate to conduct its business as presently conducted and contemplated to be conducted, except for those the absence of which, or failure to be in compliance with, would not, individually or in the aggregate, be reasonably likely to have a MediVision Material Adverse Effect.

(k)        Environmental Matters . Except as may not have a MediVision Material Adverse Effect, (i) MediVision and its Subsidiaries are not in violation of any Environmental Law (as defined below); (ii) no real property currently or, to MediVision’s knowledge, formerly owned or operated by MediVision or any of its Subsidiaries is, or with respect to formerly owned or operated properties, to MediVision’s knowledge is, contaminated with any Hazardous Substances (as defined below) or requires remediation under any Environmental Law; (iii) MediVision and its Subsidiaries do not have knowledge of being subject to liability for any off-site disposal or contamination; (iv) MediVision and its Subsidiaries have not received any claims or notices alleging liability under any Environmental Law; and (v) to MediVision’s knowledge, there are no circumstances involving MediVision or any of Subsidiaries that could result in any claims, liabilities, costs or restrictions on the ownership, use or transfer of any property pursuant to any Environmental Law, except, in each case, for any such claims that have not had and would not be reasonably likely to have a MediVision Material Adverse Effect.

As used herein, “ Environmental Law ” means any Law relating to the protection of the environment or human health and safety, and “ Hazardous Substance ” means any mixture or material containing any material that is listed, classified or regulated by any government authority or any Environmental Law, including any petroleum products, asbestos or polychlorinated biphenyls.

(i)        Each of MediVision and its Subsidiaries (w) has prepared in good faith and duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns (as defined below) required to be filed by it, and all such Tax Returns are complete and accurate in all material respects and prepared in substantial compliance with all applicable Laws; (x) with respect to any Tax Returns that are required to be filed after the date hereof but prior to the Effective Time, each of MediVision and its Subsidiaries shall prepare in good faith and duly and timely file

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(taking into account any extension of time within which to file) all such Tax Returns and such Tax Returns shall be complete and accurate in all material respects and prepared in substantial compliance with all applicable Laws; (y) has paid all Taxes (as defined below) that it is (or was) required to pay, whether or not shown as due on such Tax Returns, and has withheld all Taxes it has been obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith for which adequate reserves have been established and which are set forth in Section 5.01(l)(i) of the MediVision Disclosure Letter; and (z) has not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. MediVision and its Subsidiaries have complied in all material respects with all applicable Laws relating to Taxes. Except as set forth in Section 5.01(l)(i) of the MediVision Disclosure Letter, there are no pending, or to MediVision’s knowledge, threatened audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters involving MediVision or any of its Subsidiaries. MediVision has made available to OIS true and correct copies of the Israeli Tax Returns and German income and VAT Tax Returns filed by MediVision and its Subsidiaries for each of the fiscal years ended December 31, 2006, 2005 and 2004; neither MediVision nor any of it Subsidiaries has filed (and was not required to file) any income or VAT Tax Returns in any jurisdictions other than Israel and Germany for such fiscal periods, and no claims have been made by any other jurisdiction that MediVision and/or its Subsidiaries is or may be subject to income or VAT taxation by that jurisdiction. The unpaid Taxes of MediVision and its Subsidiaries (A) did not, as of the date hereof, exceed the reserves for Tax liabilities (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) and (B) will not exceed such reserves as adjusted for the passage of time through the Effective Time in accordance with the past custom and practice of MediVision and its Subsidiaries in filing their Tax Returns. Neither MediVision nor any of its Subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. MediVision and each of its Subsidiaries are in compliance in all material respects with all terms and conditions of any Tax exemptions, Tax incentive, Tax holiday or other Tax reduction agreement, approval or order of any Governmental Entity and, to MediVision’s knowledge, subject to receipt of the Investment Center Approvals and the other Approvals required herein, the consummation of the Merger will not have any adverse effect on the validity and effectiveness of any such Tax exemptions, Tax incentive, Tax holiday or other Tax reduction agreement or order.

(ii)       There are no Tax sharing agreements or similar agreements under which MediVision or any of its Subsidiaries could be liable for the Taxes of any Person that is neither MediVision nor a current Subsidiary of MediVision. There are no material Liens for Taxes on any of MediVision’s assets except for Taxes not yet due or payable. Except as would not reasonably be expected to have a MediVision Material Adverse Effect, all intercompany transactions and charges between and among MediVision and any of its Subsidiaries or OIS or any of its subsidiaries are at arm’s-length terms or other terms permitted by applicable Laws with respect to Taxes.

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(iii)      MediVision is not currently a “Passive Foreign Investment Company” within the meaning of Section 1297(a) of the Code (“ PFIC ”) and was not a PFIC during its 2004, 2005 and 2006 Tax years.

(iv)      No elections have been made under U.S. Treasury regulations Section 301.7701-3 with respect to MediVision or any of its Subsidiaries.

(v)       None of the payments or distributions to any of the Holders (as defined in Section 4.02(h) herein) contemplated by this Agreement will be subject to Tax withholding pursuant to the provisions of Code Section 3406, and MediVision has obtained (or will obtain) all necessary documentation and information from the relevant Holder(s) to properly substantiate any applicable exception from the Tax withholding provisions of Code Section 3406 and will provide any such documentation and information to OIS prior to the Closing.

(vi)      Neither MediVision nor any of its Subsidiaries is (or has been) a “controlled foreign corporation” within the meaning of Code Section 957.

(vii)     Neither MediVision nor any of its Subsidiaries has been (or held, directly or indirectly, an interest in) a United States real property corporation within the meaning of Code Section 897(c)(2).

(viii)    Neither MediVision nor any of its Subsidiaries is “engaged in trade or business within the United States” within the meaning of Code Section 882 or otherwise subject to U.S. federal income tax on a net income basis.

As used in this Agreement, (A) the term “ Tax ” (including, with correlative meaning, the term “ Taxes ”) includes all United States, federal, state, local and foreign (including, without limitation, Israeli and German) income, profits, franchise, gross receipts, environmental, customs duty, share capital, severance, stamp, payroll, sales, employment, social security (or similar), unemployment, disability, use, property, withholding, excise, production, value added, occupancy, alternative or add-on minimum and other taxes, duties or assessments of any nature whatsoever, together with all interest, indexation penalties and other penalties and additions imposed with respect to such amounts and any interest in respect of such penalties and additions, and (B) the term “ Tax Return ” includes all returns and reports (including elections, declarations, disclosures, amendments, schedules, estimates and information returns) required to be supplied, or supplied, to a Tax authority relating to Taxes.

(i)        Section 5.01(m)(i) of the MediVision Disclosure Letter lists each material Tax or other incentive granted to or enjoyed by MediVision and its Subsidiaries under the Laws of the State of Israel or any other jurisdiction (the “ Grants ”). The copies of the up-to-date report listing all grants received by MediVision from the OCS, all applications for Grants and of all letters of approval, and supplements thereto that MediVision has made available to OIS are true, correct and complete copies; Section 5.01(m)(i) of the MediVision Disclosure Letter details all material undertakings of MediVision given in connection with the Grants. MediVision and its Subsidiaries

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have complied with all material requirements of Law to be entitled to claim all Grants. Without limiting the generality of the above, Section 5.01(m)(i) of the MediVision Disclosure Letter includes the aggregate amounts of each Grant, and the aggregate outstanding obligations thereunder of MediVision and its Subsidiaries with respect to royalties, or the outstanding amounts to be paid by the OCS or any other Governmental Entity to MediVision and the composition of such obligations or amount by the product or product family to which it relates. MediVision is in compliance, in all material respects, with the terms and conditions of the Grants and has duly fulfilled, in all material respects, all the undertakings relating thereto. To MediVision’s knowledge, subject to receipt of the Investment Center Approval, the OCS Approval and the other approvals of Governmental Entities specified as required herein, consummation of the Merger will not adversely affect the continued qualification for the incentives or the terms or duration thereof or require any recapture of any previously claimed Tax incentive, and no consent or approval of any Governmental Entity is required, other than as contemplated by Section 5.01(m)(i) of the MediVision Disclosure Letter, prior to the consummation of the Merger to preserve the entitlement of the Surviving Corporation or its Subsidiaries to any such Tax incentive. MediVision is not aware of any event or other set of circumstances that might lead to the revocation or material modification of any of the Grants. None of the products currently manufactured and sold by MediVision, directly or indirectly, uses any technology that was developed using funding provided by the OCS (“ OCS Funded Technology ”), nor is any of the technology contained in any of the products currently manufactured or sold by MediVision or products that are currently proposed by MediVision based on the OCS Funded Technology. To MediVision’s knowledge, there has been no indication from any Israeli Tax authority that the consummation of the Merger would adversely affect the Surviving Corporation’s ability to set off for Israeli Tax purposes in the future any and all losses accumulated by MediVision as of the Closing Date.

(ii)       Other than contractual undertakings to employees, directors and contractors as detailed in Section 5.01(m)(ii) of the MediVision Disclosure Letter, neither MediVision nor any Subsidiary has adopted or currently operates any share incentive scheme, share option scheme or profit sharing scheme for the benefit of any of its employees, directors or contractors. MediVision has complied in all material respects with all requirements of such Section 102 of the Ordinance and the regulations promulgated thereunder and with the requirements of Section 3(i) of the Ordinance with respect to the grant of options to contractors, except as set forth in Section 5.01(m)(ii) of the MediVision Disclosure Letter.

(iii)      As of and immediately before the Effective Time, neither Medivision nor any of its Subsidiaries (that are not considered domestic corporations within the meaning of Code section 7701(a)(4)) will have any accumulated or current earnings and profits as determined under U.S. Treasury regulations Section 1.367(b)-2(d) and all relevant U.S. tax principles.

(n)        Labor Matters . Except as set forth in Section 5.01(n) of the MediVision Disclosure Letter, neither MediVision nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining agreement or other Contract with a labor union, labor organization

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or employer organization other than extension orders ( tzavei harchava ) under Israeli Law, nor is MediVision or any of its Subsidiaries the subject of any material proceeding asserting that MediVision or any of its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any labor union or labor organization, nor is there pending or, to MediVision’s knowledge, threatened, nor has there been for the past five years, any labor strike, dispute, walk-out, work stoppage, slow-down or lockout involving MediVision or any of its Subsidiaries. To MediVision’s knowledge, there are no organizational efforts with respect to the formation of a collective bargaining unit presently being made involving employees of MediVision or any of its Subsidiaries. MediVision is not party to any or bound by any agreements, Contracts or other agreements or understandings with a labor union or labor organization (collectively, the “ MediVision Labor Agreements ”). The consummation of the Merger and the other transactions contemplated by this Agreement will not entitle any third party (including any labor union or labor organization) to any payments under any of the MediVision Labor Agreements.

(i)        MediVision owns or has a valid right to use all Intellectual Property used in its business as presently conducted, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a MediVision Material Adverse Effect. Section 5.01(o)(i) of the MediVision Disclosure Letter sets forth all (x) Registered Intellectual Property owned by MediVision, indicating for each Registered item the registration or application number and the applicable filing jurisdiction (collectively, the “ Scheduled Intellectual Property ”) and (y) material Intellectual Property Contracts to which MediVision or any Subsidiary is a party, or is bound by or has rights under (other than licenses for commercial “off-the-shelf” or “shrink-wrap” software that has not been modified or customized for MediVision or any Subsidiary). Except as set forth in Section 5.01(o)(i) of the MediVision Disclosure Letter, each of MediVision and each of its Subsidiaries has exclusive ownership of all Intellectual Property owned by it, free and clear of all Liens, exclusive licenses and non-exclusive licenses other than those granted in connection with the sale of products in the ordinary course of business. The Intellectual Property owned by MediVision and its Subsidiaries is to MediVision’s knowledge valid, subsisting and enforceable, and is not subject to any outstanding order, judgment, decree or agreement adversely affecting MediVision’s or any of its Subsidiaries’ use thereof or its rights thereto. MediVision is aware of no facts that would materially adversely affect its or any of its Subsidiaries’ ability to utilize such Intellectual Property as intended, including any patents or other Intellectual Property of others that could be infringed by the manufacture, use, or sale of products derived from such Intellectual Property. To MediVision’s knowledge, neither MediVision nor any Subsidiary has infringed or otherwise violated the Intellectual Property rights of any third party and, except as set forth in Section 5.01(o)(i) of the MediVision Disclosure Letter, neither MediVision nor any of its Subsidiaries has received any notice or claim challenging MediVision’s or any Subsidiary’s ownership of any of the Intellectual Property owned by MediVision or any Subsidiary or claiming that MediVision or any Subsidiary infringes or misappropriates the Intellectual Property of any third party.

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(ii)       Without limiting the foregoing, except as set forth in Section 5.01(o)(ii) of the MediVision Disclosure Letter, MediVision owns all Intellectual Property related to the Integrated Retina Imager (“ IRI ”). Section 5.01(o)(ii) of the MediVision Disclosure Letter sets forth all Contracts to which MediVision or any Subsidiary is a party, or is bound by or has rights under, relating to the IRI, its development, or the Intellectual Property related thereto. Except as set forth in Section 5.01(o)(ii) of the MediVision Disclosure Letter, MediVision has exclusive ownership of all Intellectual Property related to the IRI, free and clear of all Liens, exclusive licenses and non-exclusive licenses other than those granted in connection with the sale of products in the ordinary course of business. The Intellectual Property relating to the IRI is valid, subsisting and enforceable and is not subject to any outstanding order, judgment, decree or agreement adversely affecting MediVision’s use thereof or its rights thereto. MediVision is aware of no facts that would adversely affect its ability to utilize such Intellectual Property as intended, including any patents or other Intellectual Property of others that could be infringed by the manufacture, use, or sale of products derived from such Intellectual Property.

(iii)      MediVision and its Subsidiaries have taken reasonable measures to protect the confidentiality and value of all trade secrets that are owned, used or held by MediVision or any Subsidiary (“ MediVision Trade Secrets ”), and to MediVision’s knowledge, such MediVision Trade Secrets have not been used, disclosed to or discovered by any person except pursuant to valid and appropriate non-disclosure and/or license agreements which have not been breached. To MediVision’s knowledge, no Employee has any patents issued or applications pending for any device, process, design or invention of any kind now used or needed by MediVision or any Subsidiary in the furtherance of its business, which patents or applications have not been assigned to MediVision or a Subsidiary. All current Employees and all former Employees that were involved in the development of MediVision Products or Intellectual Property have executed valid intellectual property and confidentiality agreements for the benefit of MediVision or a Subsidiary in a form that MediVision has prior to the date of this Agreement provided to OIS. Every material contract or agreement under which Intellectual Property was developed, created or otherwise made, for MediVision or a Subsidiary, assigns all rights to Intellectual Property to MediVision or a Subsidiary.

(iv)      Neither MediVision nor any Subsidiary has granted any licenses or other rights to third parties to use its Intellectual Property other than non-exclusive licenses granted in the ordinary course of business pursuant to standard terms that have been previously provided to OIS.

(v)       The IT Assets operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by MediVision and its Subsidiaries in connection with their business and have not materially malfunctioned or failed within the past three years. To MediVision’s knowledge, no person has gained unauthorized access to the IT Assets.

(vi)      MediVision has source code for each version of software owned by it or any Subsidiary and used in the past five years. The source code for such software

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will compile into object code or otherwise is capable of being installed and operated. Once compiled and/or installed, such software in all material respects will have the features, functions and performance described in the documentation pertaining to it and will execute on the computer platforms for which it is designed. To MediVision’s knowledge, except as set forth in Section 5.01(o)(vi) of the MediVision Disclosure Letter, none of the software owned by MediVision or any Subsidiary contains any shareware, open source code, or other software whose use requires disclosure or licensing of Intellectual Property, including any GNU or GPL libraries or code.

(vii)     Section 5.01(o)(vii) of MediVision Disclosure Letter contains a list, together with applicable Export Control Classification Number (ECCN), of all software that is sold, licensed, leased or otherwise distributed by MediVision or its Subsidiaries or resellers (the “ Software Products ”), indicating, in each case, the name, owner and most recent version of the Software Product and information regarding any third-party code that is embedded in such Software Product. For the avoidance of doubt, software that is obtained under a “limited license” or open source license shall be considered “third-party code.”

(viii)    For purposes of this Agreement, the following terms have the following meanings:

“ Intellectual Property ” means all Registered (A) trademarks, service marks, brand names, certification marks, collective marks, d/b/a’s, Internet domain names, logos, trade names, and other indicia of origin, all applications and registrations for the foregoing; (B) all patents, registrations, invention disclosures and applications therefor, including divisions, continuations, continuations-in-part and renewal applications, and including renewals, extensions and reissues; (C) copyrightable published works of authorship including without limitation databases and other compilations of information), copyrights therein and thereto, and registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof.

“ IT Assets ” means MediVision’s and its Subsidiaries’ computers, computer software, firmware, middleware, servers and workstations.

“ Registered ” means issued by, registered with, renewed by or the subject of a pending application before any Governmental Entity or Internet domain name registrar.

(p)        Insurance . MediVision and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are customary in the businesses in which they are engaged; all policies of insurance and fidelity or surety bonds insuring MediVision or any of its Subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; MediVision and its Subsidiaries are in compliance with the terms of such policies and instruments in all material respects; and there are no claims by MediVision or any of its Subsidiaries under any such policy or instrument as to

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which any insurance company is denying liability or defending under a reservation of rights clause; neither MediVision nor any such Subsidiary has been refused any insurance coverage sought or applied for during the last three years; and neither MediVision nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a MediVision Material Adverse Effect. No policy of insurance will lapse or terminate as a result of the Merger.

(q)        Material Contracts and Governmental Contracts . (i) As of the date of this Agreement, except as described in the relevant subsection of Section 5.01(q) of the MediVision Disclosure Letter, neither MediVision nor any of its Subsidiaries is a party to or bound by, or has rights under:

(A)      any lease of real or personal property providing for annual rentals of $100,000 or more;

(B)      (i) any Contract for the purchase of raw materials that is reasonably likely to require payments of $100,000 or more in any year; (ii) any Contract for the acquisition of or investment in capital equipment for an aggregate purchase price or investment value of $100,000 or more; (iii) any Contract authorizing the distribution or resale by any Person of any of MediVision’s products or services or (iv) any Contract for the sale or rental of products or services that is reasonably likely to result in payments to MediVision and its Subsidiaries of $100,000 or more in any year;

(C)      any partnership, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture material to MediVision or any of its Subsidiaries or in which MediVision owns more than a 5% voting or economic interest, or any interest valued at more than $100,000 without regard to percentage voting or economic interest;

(D)      any Contract (other than among direct or indirect wholly-owned Subsidiaries of MediVision) relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $100,000;

(E)       any non-competition Contract or other Contract that (i) purports to limit in any material respect either the type of business in which MediVision or any of its Subsidiaries (or, after the Effective Time, OIS or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business, (ii) could require the disposition of any material assets, line of business or product line of MediVision or any of its Subsidiaries or, after the Effective Time, OIS or any of its Subsidiaries, (iii) grants “most favored nation” status including any that, following the Merger, would apply to OIS and its Subsidiaries, including MediVision and its Subsidiaries or (iv) prohibits or limits the rights of MediVision or any of its Subsidiaries in any material respect to make, sell or distribute any products or services, or use, transfer, license, distribute or enforce any of their respective Intellectual Property rights;

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(F)       any Contract to which MediVision or any of its Subsidiaries is a party containing a standstill or similar agreement pursuant to which the party has agreed not to acquire assets or securities of the other party or any of its Affiliates;

(G)      any Contract between MediVision or any of its Subsidiaries and any director or officer of MediVision or any Person beneficially owning five percent (5%) or more of the outstanding Shares;

(H)      any Contract providing for indemnification by MediVision or any of its Subsidiaries of any Person, except for any such Contract that is (x) not material to MediVision and its Subsidiaries and (y) entered into in the ordinary course of business;

(I)        any Contract that contains a put, call or similar right pursuant to which MediVision or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets that have a fair market value or purchase price of more than $250,000;

(J)       any dealer, distributor, joint marketing or development Contract currently in force under which MediVision or any Subsidiary has continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of 90 days or less, or any Contract pursuant to which MediVision or any Subsidiary has continuing material obligations to jointly develop any Intellectual Property that will not be owned, in whole or in part, by MediVision or any Subsidiary and which may not be canceled without penalty upon notice of 90 days or less;

(K)      any Contract or commitment currently in force to license any third party to manufacture or reproduce any MediVision Product, service or technology or any Contract or commitment currently in force to sell or distribute any MediVision Products, service or technology involving amounts in excess of $250,000 per annum, except agreements with distributors or sales representatives in the ordinary course of business cancelable without penalty upon notice of 90 days or less;

(L)       any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, other than trade payables incurred and extensions of credit to customers granted in the ordinary course of business;

(M)     any settlement agreement under which MediVision or any Subsidiary has material ongoing obligations;

(N)      all Contracts relating to the governance or shareholding of CCS, including any Contracts between MediVision and the other shareholder of CCS that affect or may affect such governance or shareholding;

(O)      all Contracts relating the development or ownership of the IRI or the Intellectual Property relating thereto;

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(P)       any Contract or commitment not otherwise disclosed pursuant to one of the other clauses of this Section 5.01(q) involving in excess of $100,000 being paid by or to MediVision or any Subsidiary in any 12-month period;

(Q)      any other Contract or group of related Contracts that, if terminated or subject to a default by any party thereto, would, individually or in the aggregate, be reasonably likely to have a MediVision Material Adverse Effect (the Contracts described in clauses (A)-(P), together with all exhibits and schedules to such Contracts, being the “ MediVision Material Contracts ”).

(ii)       A true and correct copy of each MediVision Material Contract has previously been delivered to OIS, and each such Contract is a valid and binding agreement of MediVision or one of its Subsidiaries, as the case may be, and is in full force and effect, and neither MediVision nor any of its Subsidiaries nor, to MediVision’s knowledge, any other party thereto is in default with respect to a material obligation under or material breach in any respect under the terms of any such Contract.

(iii)      Neither MediVision nor any Subsidiary is party to any material Contract to which the other ultimate contracting party is a Governmental Entity (including any subcontract with a prime contractor or other subcontractor who is a party to any such contract).

(i)        Neither MediVision nor any of its Subsidiaries owns any real property. MediVision and each of its Subsidiaries has good and marketable title to, or, in the case of securities and investments, a “security entitlement” (as defined in the Uniform Commercial Code) in, or in the case of leased property, a valid leasehold interest in, all material property (whether real or personal, tangible or intangible, and including securities and investments) and assets purported to be owned or leased by it or any of its Subsidiaries, and no such material property and assets are subject to any Liens except mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business consistent with past practice or Tax Liens for current Taxes not yet due and payable and for which adequate reserves have been established in the consolidated balance sheets referenced in Section 5.01(e)(v).

(ii)       Section 5.01(r)(ii) of the MediVision Disclosure Letter sets forth a list of all real properties leased or otherwise used by MediVision or any Subsidiary (the “ MediVision Leased Property ”). Section 5.01(r)(ii) of the MediVision Disclosure Letter contains a description of the MediVision Leased Property, including their size and location. Except as set forth in Section 5.01(r)(ii) of the MediVision Disclosure Letter, there is no outstanding Tax, levy or charge of any kind whatsoever in respect of the MediVision Leased Property or in connection with MediVision’s or any of its Subsidiaries’ use or right in such properties (except municipal taxes due from time to time), and neither MediVision nor any of its Subsidiaries is under any obligation to pay such Taxes, levies or charges to any third party, including any Governmental Entity or the Israeli Land Administration. Except as set forth in Section 5.01(r)(ii) of the

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MediVision Disclosure Letter, MediVision and each of its Subsidiaries has obtained all required approvals, authorizations and permits from any Governmental Entity in connection with all real property held by it or to which it is entitled or in which it has rights (including building permits), and all of such approvals, authorizations and permits are in full force and effect, except where the lack thereof does not constitute a MediVision Material Adverse Effect. To MediVision’s knowledge, there are no outstanding claims or proceedings commenced by any third party (including any Governmental Entity) in connection with MediVision’s or any of its Subsidiaries’ possession or use of the MediVision Leased Property.

(iii)      The lease agreements entered into by MediVision and its Subsidiaries in connection with the MediVision Leased Property are in full force and effect and enforceable, and, to the knowledge of MediVision, there are no existing material defaults of MediVision and its Subsidiaries or any other party to the leases thereunder, and neither MediVision nor its Subsidiaries has received or given notice of default or claimed default with respect to such leases, nor is there, to the knowledge of MediVision, any event that with notice or lapse of time, or both, would constitute a material default thereunder. Other than the lease agreements referred to above, MediVision and its Subsidiaries have no other interests of any type in any real property.

(s)        Encryption and Other Restricted Technology . MediVision’s and its Subsidiaries’ business as currently conducted does not involve the use or development of, or engagement in, technology whose development, commercialization or export is restricted under Israeli Law, and MediVision’s and its Subsidiaries’ business as currently conducted does not require MediVision or any of its Subsidiaries to obtain a license from the Israeli Ministry of Defense or an authorized body thereof pursuant to Section 2(a) of the Control of Products and Services Declaration (Engagement in Encryption), 1974 or other legislation regulating the development, commercialization or export of technology.

(t)         Warranties/Product Liability . Except as set forth on Section 5.01(t) of the MediVision Disclosure Letter and except as specifically reflected, reserved against or otherwise disclosed in the Financial Statements or incurred since the date thereof in the ordinary course of business except as does not constitute a MediVision Material Adverse Effect, (i) there is no notice, demand, claim, action, suit, inquiry, hearing, proceeding, notice of violation or investigation from, by or before any Governmental Entity relating to any product, including the packaging and advertising related thereto, designed, formulated, manufactured, processed, sold or placed in the stream of commerce by MediVision or any Subsidiary or any services provided by MediVision or any Subsidiary (a “ MediVision Product ”), or claim or lawsuit involving a MediVision Product that is pending or, to MediVision’s knowledge, threatened, by any Person, and (ii) there has not been, nor is there under consideration by MediVision or any of its Subsidiaries, any MediVision Product recall or post-sale warning of a material nature concerning any MediVision Product. All MediVision Products comply in all material respects with applicable Governmental Authorizations and Laws, and there have not been and there are no material defects or deficiencies in such MediVision Products.

(u)        Product Certifications . The product certifications (“ MediVision Product Certifications ”) given or granted by manufacturers, manufacturers associations, technical

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associations, or similar bodies, or by any Governmental Entity, in each case with respect to MediVision Products set forth on Section 5.01(u) of the MediVision Disclosure Letter, are all the MediVision Product Certifications relating to MediVision’s business, and constitute all the MediVision Product Certifications necessary for MediVision and its Subsidiaries to conduct their respective businesses as currently conducted, and are listed in Section 5.01(u) of the MediVision Disclosure Letter, except as does not constitute a MediVision Material Adverse Effect. MediVision has not made any material modifications or updates to the MediVision Products which would require MediVision Product Certifications different from or in addition to those set forth on Section 5.01(u) of the MediVision Disclosure Letter and, other than as set forth on Section 5.01(u) of the MediVision Disclosure Letter, to MediVision’s knowledge, none of the MediVision Product Certifications would be terminated, rescinded or modified as a result of this Agreement or the completion of the Merger.

(v)        Questionable Payments . To the knowledge and belief of MediVision within the last two years, no current or former director, executive, officer, representative, agent or employee of MediVision or any of its Subsidiaries (when acting in such capacity or otherwise on behalf of MediVision or any of its Subsidiaries or any of their predecessors): (i) has used or is using any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity; (ii) has used or is using any corporate funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees; (iii) has established or maintained, or is maintaining, any unlawful or unrecorded fund of corporate monies or other properties; (iv) has made any false or fictitious entries on the books and records of MediVision or any of its Subsidiaries; (v) has made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature using corporate funds or otherwise on behalf of MediVision or any of its Subsidiaries; or (vi) made any material favor or gift that is not deductible for income tax purposes using corporate funds or otherwise on behalf of MediVision or any of its Subsidiaries.

(w)       Brokers and Finders . Neither MediVision nor any of its officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the Merger or the other transactions contemplated in this Agreement except that MediVision has employed BDO Seidman Ziv Haft as its financial advisor. MediVision has made available to OIS a complete and accurate copy of all agreements pursuant to which BDO Seidman Ziv Haft is entitled to any fees and expenses in connection with any of the transactions contemplated by this Agreement.

(x)        Bank Accounts . Section 5.01(x) of the MediVision Disclosure Letter sets forth the names and location of all banks, depositaries and other financial institutions in which MediVision or any of its Subsidiaries has an account or safe deposit box and the names of all persons authorized to draw thereon or to have access thereto.

(y)        Completeness of Disclosure . No representation or warranty by MediVision in this Agreement contains or on the Closing Date will contain an untrue statement of material fact or omits or on the Closing Date will omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading.

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Section 5.02     Representations and Warranties of OIS and Merger Sub . Except as set forth in the OIS Reports (as defined below) or the corresponding sections or subsections of the disclosure letter delivered to MediVision by OIS concurrently with the execution of this Agreement (the “ OIS Disclosure Letter ”), OIS and Merger Sub, jointly and severally, hereby represent and warrant to MediVision as of the date of this Agreement that:

(i)        Each of OIS and any of its subsidiaries, including Merger Sub is a legal entity duly organized, validly existing and, where applicable, in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. OIS and each of its subsidiaries are qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, qualified or in good standing, or to have such power or authority, individually or in the aggregate, has not had and would not reasonably be expected to have an OIS Material Adverse Effect (as defined below). OIS has made available to MediVision complete and correct copies of OIS’s and each of its subsidiaries, including Merger Sub’s articles of incorporation and bylaws or other governing documents, each as amended to the date hereof, and each as so delivered is in full force and effect. Neither OIS nor any of its Subsidiaries is in violation of any provisions of their respective articles of incorporation or comparable governing documents. No Dissolution, revocation or forfeiture proceedings regarding OIS or any of its subsidiaries, including Merger Sub have been commenced. Section 5.02(a)(i) of the OIS Disclosure Letter contains a correct and complete list of each jurisdiction in which OIS and each of its Subsidiaries are organized and qualified to do business. As used in this Agreement, the term “OIS Material Adverse Effect” means a material adverse effect on the financial condition, properties, assets, liabilities, business results of operations or prospects of OIS and Merger Sub taken as a whole or preventing, materially delaying or materially impairing OIS’s or Merger Sub’s ability to consummate the transactions contemplated by this Agreement, provided, however, that the term “ OIS Material Adverse Effect ” shall exclude events, changes, circumstances and states of facts (i) that result or arise from events, changes, circumstances or states of facts generally affecting any industry in which OIS or any of its Subsidiaries operates or the economy in any of the countries in which OIS or any of its Subsidiaries operates, (ii) that result or arise from events, changes, circumstances or states of facts affecting general worldwide economic or capital market conditions, which in the case of each of the immediately preceding clause (i) and this clause (ii) do not materially disproportionately affect OIS or any of its Subsidiaries, or (iii) that result or arise from the execution of this Agreement or the announcement of the transactions contemplated hereby.

(ii)       The shares of OIS Common Stock are not listed for trading on any national securities exchange, including Nasdaq, but their trading prices are quoted on the OTC Bulletin Board.

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(b)        Capitalization of Merger Sub . The registered and authorized share capital of Merger Sub consists of 100 ordinary shares, par value NIS 1.0 per share. All of the issued and outstanding shares of Merger Sub have been duly authorized and are validly issued, fully paid and nonassessable, and were issued in compliance with any preemptive or similar rights of any Person, whether contractual or under any applicable Law or any of Merger Sub’s governing documents. All of the outstanding shares of Merger Sub have been issued in material compliance with all applicable Laws. All of the issued and outstanding shares of Merger Sub are, at the date of this Agreement, owned by OIS or a subsidiary thereof, and at the Effective Time will be owned by OIS or a subsidiary thereof, and there are (i) no other shares of share capital or voting securities of Merger Sub, (ii) no securities of Merger Sub convertible into or exchangeable for shares of share capital or voting securities of Merger Sub and (iii) no options or other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, any share capital, voting securities or securities convertible into or exchangeable for share capital or voting securities of Merger Sub. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

(c)        Capitalization of OIS . The authorized capital stock of OIS consists of 35,000,000 shares of OIS Common Stock, of which 16,866,831 shares were outstanding as of the close of business on 12-31-2007, and 20,000,000 shares of Preferred Stock, no par value (the “ OIS Preferred Shares ”), of which no shares are outstanding. All of the outstanding shares of OIS Common Stock have been duly authorized and are validly issued, fully paid and nonassessable, and were issued in compliance with any preemptive or similar rights of any Person, whether contractual or under any applicable Law or any of OIS’s governing documents. All of the outstanding shares have been issued in material compliance with all applicable securities Laws. Other than as set forth in Section 5.02(c) of the OIS Disclosure Letter, OIS does not hold any dormant shares, and no shares are held in treasury by OIS or held by any of its Subsidiaries. OIS has no OIS Common Stock or OIS Preferred Shares reserved for issuance, except that, as of 12-31-2007, there were 2,641,018 shares of OIS Common Stock reserved for issuance pursuant to Ophthalmic Imaging Systems 1997 Stock Option Plan, Ophthalmic Imaging Systems 2000 Stock Option Plan, Ophthalmic Imaging Systems 2003 Stock Option Plan, and Ophthalmic Imaging Systems 2005 Stock Option Plan, of which 2,358,686 shares were subject to outstanding options to purchase shares and 282,332 shares were available for future grants (collectively, the “ OIS Option Plans ”). A copy of each of the OIS Option Plans is attached hereto as Exhibits K-1, K-2, K-3 and K-4. Other than Merger Sub and Abraxas Medical Solutions, Inc., OIS has no Subsidiaries. Each of the outstanding shares of capital stock of each of OIS’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by OIS or by a direct or indirect wholly owned subsidiary of OIS free and clear of any Lien, was issued in compliance with any preemptive or similar rights of any Person, whether contractual or under any applicable Law or any of OIS governing documents and has been issued in material compliance with all applicable Laws. Section 5.02(c) of the OIS Disclosure Letter includes a correct and complete list, as of the date of this Agreement, of each outstanding share option, restricted share grant, and any other share-related rights (including share appreciation rights) issued under the OIS Stock Option Plans, including the holder, date of grant, term, number of shares and, where applicable, exercise price and vesting schedule, including whether the vesting will be accelerated by the execution of this Agreement or consummation of the Merger or by

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termination of employment or change of position following consummation of the Merger. Except as set forth in Section 5.02(c) of the OIS Disclosure Letter, or as contemplated by this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate OIS or any of its subsidiaries to issue or to sell any shares of capital stock or other securities of OIS or any of its subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of OIS or any of its subsidiaries, and no securities or obligation evidencing such rights are authorized, issued or outstanding. Upon any issuance of any shares in accordance with the terms of the Option Plans set forth in Section 5.02(c) of the OIS Disclosure Letter, such shares will be duly authorized, validly issued, fully paid and nonassessable. OIS does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of OIS on any matter. Section 5.02(c) of the OIS Disclosure Letter sets forth (A) each of OIS’s subsidiaries, the ownership interest of OIS in each such subsidiary, and identity and ownership interest of any other Person or Persons in each such subsidiary and (B) any capital stock, equity interest or other direct or indirect ownership interest held by OIS or Merger Sub or ABRAXAS MEDICAL SOLUTIONS INC. in any other Person.

(i)        Subject to the vote of holders of capital stock of OIS necessary to approve (A) the issuance of OIS Common Stock as contemplated by this Agreement, (B) the Merger, and (C) the OIS Articles Amendments and the OIS Amended and Restated Bylaws, and to the adoption of this Agreement by OIS as the sole stockholder of Merger Sub, each of OIS and Merger Sub has all requisite corporate power and authority and has taken all corporate action necessary to execute, deliver and perform its obligations under this Agreement and all ancillary agreements, schedules, appendices and other documents attached thereto or entered into in connection therewith to which OIS is a party, including, but not limited to, the Voting Agreement, the Registration Rights Agreement, and the ROFR Agreement (collectively, the “ Agreements ”) and to consummate the transactions contemplated thereby. Each of such Agreements has been duly executed and delivered by OIS and is a valid and binding agreement of such corporation, and, where applicable, Merger Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. The requisite vote of the shareholders of OIS to approve the Merger and the Agreements (which vote is also sufficient to approve the other actions referred to above) is the affirmative vote of the holders of at least 75% of the outstanding shares of OIS Common Stock, including the affirmative vote of the holders of a majority of such shares that are not beneficially owned by any Interested Shareholder or any Affiliate of any Interested Shareholder, as such terms are used in OIS’s Articles of Incorporation, and the requisite vote of the shareholders of Merger Sub to approve the Merger and the Agreements (which vote is also sufficient to approve the other actions referred to above) is the affirmative vote of the holders of at least 50% of the outstanding shares of Merger Sub (collectively, the “ Requisite OIS Vote ”).

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(ii)       The board of directors of OIS has (A) unanimously determined that the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of, OIS and its shareholders, approved this Agreement and the Merger and the other transactions contemplated hereby and thereby, and made all other affirmative determinations required to be made by it in connection with this Agreement, the Merger and the other transactions contemplated hereby under any applicable Israeli Law, and resolved to recommend that holders of OIS Common Stock vote in favor of the Merger, the issuance of OIS Common Stock necessary to consummate the Merger, the Articles Amendments, the Amended and Restated Bylaws, and the other transactions contemplated by this Agreement (collectively, the “ OIS Recommendation ”), and directed that the same be submitted to the holders of the outstanding shares of OIS Common Stock for their approval, (B) received the opinion of its financial advisor, Westwood Capital LLC, to the effect that the Merger is fair to the public shareholders of OIS from a financial point of view, a copy of which opinion has been delivered to MediVision (it being agreed and understood that such opinion is for the benefit of OIS’s board of directors and special committee thereof and may not be relied on by MediVision). When issued in accordance with the terms of this Agreement, the OIS Common Stock issued as a result of the Merger will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens and not subject to preemptive rights other than those granted to the Principal MediVision Shareholders as set forth in the ROFR Agreement.

(e)        Merger Sub Board Approval . The board of directors of Merger Sub has unanimously: (A) determined that the Merger is fair to, and in the best interests of, Merger Sub and its shareholder, and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Corporation will be unable to fulfill the obligations of Merger Sub to its creditors; (B) approved this Agreement, the Merger and the other transactions contemplated by this Agreement; and (C) determined to recommend that the shareholder of Merger Sub approve this Agreement, the Merger and the other transactions contemplated by this Agreement.

(i)        Neither OIS nor Merger Sub nor any other subsidiary of OIS is in conflict with, or in default or violation of, (A) any Law applicable to OIS or Merger Sub or any other subsidiary of OIS by which its or any of their respective properties is bound, or (B) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession or other instrument or obligation to which OIS or Merger Sub or any other subsidiary of OIS is a party or by which OIS or Merger Sub or any other subsidiary of OIS or their respective properties is bound, except for such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have an OIS Material Adverse Effect. No investigation or review by any Governmental Entity is, to the knowledge of OIS, pending or threatened against OIS or Merger Sub or any other subsidiary of OIS, nor to the knowledge of OIS, has during the past three years any Governmental Entity indicated an intention to conduct the same, other than, in each such case, those the outcome of which would not, individually or in the aggregate, reasonably be expected to have an OIS Material Adverse Effect.

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(ii)       OIS and its subsidiaries hold all material permits, licenses, variances, exemptions, certificates, consents, product listings, establishment registrations, orders and approvals and other authorizations from Governmental Entities to test, manufacture, market, sell or distribute their respective products, to own, lease and operate their respective properties and assets, or carry on their respective businesses as they are now being conducted or otherwise which are material to the operation of the business of OIS and its subsidiaries taken as a whole (collectively, the “ OIS Permits ”). All such OIS Permits are in full force and effect, and as of the date of this Agreement, none of the OIS Permits has, during the past three years, been withdrawn, revoked, suspended or cancelled, nor is any such withdrawal, revocation, suspension or cancellation pending or, to the knowledge of OIS, threatened in writing, except where such failure to be in full force and effect or such withdrawal, revocation, suspension or cancellation would not reasonably be expected to have an OIS Material Adverse Effect. OIS has been, during the past three years, and is in compliance in all material respects with the terms of the OIS Permits and any conditions placed thereon, except for any noncompliance that, individually or in the aggregate, would not reasonably be expected to have an OIS Material Adverse Effect.

(i)        Other than with respect to procedures under the Israeli Companies Law and the necessary notices, reports, filings, consents, registrations, approvals, permits or authorizations (A) pursuant to Section 1.03, (B) under the HSR Act, the Securities Act and the Exchange Act, and (C) required to be made under state securities, takeover and “blue sky” Laws, no notices, reports or other filings are required to be made by OIS or Merger Sub or any subsidiary of OIS with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by OIS or Merger Sub from, any Governmental Entity in connection with the execution and delivery of this Agreement by OIS and Merger Sub or any subsidiary of OIS and the consummation of the Merger and the other transactions contemplated hereby or in connection with the continuing operation of the business of OIS following the Effective Time, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have an OIS Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

(ii)       OIS maintains disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act.

(iii)      The execution, delivery and performance of this Agreement by OIS and Merger Sub do not, and the consummation of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the articles of incorporation or bylaws or articles of association of OIS and Merger Sub, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of OIS pursuant to, any Contracts binding upon OIS, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other

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transactions contemplated hereby) compliance with any Laws to which OIS and Merger Sub are subject or (C) any change in the rights or obligations of any party under any Contract binding on OIS, except, in the case of clause (B) or (C) above, for breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, is not reasonably likely to have a OIS Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

(iv)      Other than as described in Section 5.02(g)(iv) of the OIS Disclosure Letter, neither OIS nor Merger Sub nor any other subsidiary of OIS is a party to or bound by any non-competition Contracts or other Contract that purports to limit in any material respect either the type of business in which OIS or Merger Sub or any other subsidiary of OIS may engage or the manner or locations in which any of them may so engage in any business.

(v)       Other than as described in Section 5.02(g)(v) of the OIS Disclosure Letter, except for: (A) relationships with OIS or Merger Sub or any other subsidiary of OIS as an officer, director, or employee thereof (and compensation by OIS or Merger Sub or any other subsidiary of OIS in consideration of such services) in accordance with the terms of their employment; and (B) relationships with OIS as shareholders or option holders therein, to the knowledge (as defined below) of OIS, none of the directors or officers, or the shareholders of OIS, or any known member of any of their families or Affiliates, is presently a party to, or was a party to during the year preceding the date of this Agreement, any transaction, agreement or arrangement with OIS or Merger Sub or any other subsidiary of OIS. None of the officers, directors or Shareholders has any known interest in any property, real or personal, tangible or intangible, including inventions, copyrights, trademarks, or trade names, used in or pertaining to the business, or any supplier, distributor, or customer of OIS, except for the normal rights of a Shareholder, and except for rights under the OIS Option Plans. OIS and Merger Sub and any other subsidiary of OIS have not, since October 1, 2004, (x) extended or maintained credit, arranged for the extension of credit or renewed an extension of credit in the form of a personal loan to or for any director or executive officer of OIS or (y) materially modified any term of any such extension or maintenance of credit. As used in this Agreement, “knowledge” of (i) OIS means the actual knowledge of OIS’s officers; and (ii) OIS or Merger Sub means the actual knowledge of such party’s officers.

(i)        OIS has filed or furnished, as applicable, on a timely basis all forms, statements, reports and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act and any other applicable securities laws and any rules and regulations promulgated thereunder (the forms, statements, reports and documents filed with or furnished to the SEC and those filed or furnished subsequent to the date hereof, including any amendments thereto, are referred to herein as the “ OIS Reports ”). Each of the OIS Reports, at the time of its filing or being furnished complied, or if not yet filed or furnished will comply, in all material respects with the applicable requirements of the Securities Act and the Exchange Act, any other applicable

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securities laws and any rules and regulations promulgated thereunder applicable to the OIS Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the OIS Reports did not and any OIS Reports filed or furnished with the SEC subsequent to the date hereof will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

(ii)       OIS is in compliance in all material respects with the applicable rules and regulations of the OTC Bulletin Board and with the corporate governance requirements of the California Corporations Code.

(iii)      Since December 31, 2003, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material concerns from OIS employees regarding questionable accounting or auditing matters, have been received by OIS. No attorney representing OIS or any of its Subsidiaries, whether or not employed by OIS or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by OIS or any of its officers, directors, employees or agents to OIS’s audit committee (or other committee designated for the purpose) of the board of directors.

(iv)      Each of the balance sheets included in or incorporated by reference into any OIS Reports (including the related notes and schedules) fairly presents or, in the case of OIS Reports to be filed after the date hereof, will fairly present, in all material respects the financial position of OIS as of its date, and each of the statements of income, changes in shareholders’ equity (deficit) and cash flows included in or incorporated by reference into OIS Reports (including any related notes and schedules) fairly presents or, in the case of OIS Reports to be filed after the date hereof, will fairly present, in all material respects the results of operations, retained earnings (loss) and changes in financial position, as the case may be, of OIS for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“ GAAP ”) consistently applied during the periods involved, except as may be noted therein.

(v)       OIS’s revenue recognition policies and practices are and have been in compliance in all material respects with all applicable rules, regulations and statements in compliance with GAAP.

(vi)      Neither OIS nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed in a OIS Report or on a consolidated balance sheet or in the related notes to consolidated financial statements prepared in accordance with GAAP and the rules of the OTC Bulletin Board and which are not so reported and which are, individually or in the aggregate, material to the business, results of operations, assets or financial condition of OIS and its Subsidiaries taken as a whole, except liabilities permitted to be incurred under this Agreement.

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(i)         Absence of Certain Changes . Since September 30, 2007, OIS has conducted its business only in the ordinary course (excepts for transactions between OIS and MediVision) and, except as set forth in Section 5.02(i) of the OIS Disclosure Letter, there has not been:

(i)        any event, development or circumstance involving, or any change in the financial condition, properties, assets, liabilities, or results of operations of OIS or any circumstance, occurrence or development (including any adverse change with respect to any circumstance, occurrence or development existing on or prior to the most recent fiscal year end) which, individually or in the aggregate, has had or would reasonably be expected to have a OIS Material Adverse Effect;

(ii)       any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by OIS or any of its Subsidiaries, whether or not covered by insurance;

(iii)      any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of OIS or any of its Subsidiaries or any repurchase, redemption or other acquisition by OIS of any outstanding shares of capital stock or other securities of OIS or any of its Subsidiaries;

(iv)      any material change in any method of accounting or accounting practices by OIS;

(v)       any material transaction other than as contemplated by this Agreement that would require OIS to file a current report on Form 8-K that it has not so filed;

(vi)      any event, development or circumstance as a result of which OIS incurred a material Tax liability not in the ordinary course of business; or

(j)         Brokers and Finders . Neither OIS nor any of its officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders, fees in connection with the Merger or the other transactions contemplated by this Agreement, except that OIS has employed Westwood Capital, LLC as its financial advisors.

(k)        Litigation . There is no suit, claim, action, arbitration, proceeding pending or, to the knowledge of OIS, investigation pending or threatened against OIS or any of its Subsidiaries or any of their respective properties or assets before any Governmental Entity that could, if adversely determined, have an OIS Material Adverse Effect or would reasonably be expected to prevent or delay the consummation of the transactions contemplated by this Agreement beyond the Effective Time. Except as disclosed by OIS in the OIS Disclosure Letter, neither OIS nor Merger Sub nor any other subsidiary of OIS is subject to any outstanding order, writ, injunction or decree that could reasonably be expected to prevent or delay the consummation of the Merger or other transactions contemplated hereby.

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(i)         Definitions . For the purposes of this Agreement, the following terms have the meanings set forth below:

(A)      “ OIS Employee ” shall mean any current, former or retired employee, officer or director of OIS or any of its Subsidiaries;

(B)      “ OIS Employee Plan ” shall mean any plan, program, policy, practice, contract, agreement or arrangement of any kind (excluding any OIS Employment Agreement, as defined herein) providing for compensation, severance, termination pay, bonus, incentive compensation, pension, profit sharing, retirement, leave of absence, layoff, vacation, day or dependent care, legal services, cafeteria, life, health, accident, disability, worker’s compensation and other insurance, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written or unwritten or otherwise, funded or unfunded; and

(C)      “ OIS Employment Agreement ” shall mean each management, employment, severance, consulting, relocation, repatriation, expatriation, visa, work permit or other agreement, contract or understanding between OIS or any of its Subsidiaries and any OIS Employee as to which OIS has incurred material liability.

(ii)        OIS Employee Plan Compliance . Except as would not reasonably be expected, individually or in the aggregate, to have an OIS Material Adverse Effect, each OIS Employee Plan and OIS Employment Agreement has been established and maintained in accordance with its terms and in compliance with all applicable Laws.

(m)       Employment Matters . Except as would not reasonably be expected, individually or in the aggregate, to have an OIS Material Adverse Effect, and subject to Section 5.02(m) of the OIS Disclosure Letter, with respect to OIS’s Employees, OIS is in compliance with all applicable foreign, federal, state and local laws, rules and regulations respecting labor, employment and employment practices.

(n)        Intellectual Property . OIS’s and each of its subsidiaries’ trademarks, patents, copyrights and trade secrets are sometimes referred to hereinafter as the “ OIS Trademarks ,” “ OIS Patents ,” “ OIS Copyrights ” and “ OIS Trade Secrets ,” respectively.

(A)      All OIS Trademark registrations are currently in compliance in all material respects with all legal requirements (including, where applicable, the timely post-registration filing of affidavits of use and incontestability and renewal applications) other than any requirement that, if not satisfied, would not result in a cancellation of any such registration or otherwise materially affect the priority and enforceability of the OIS Trademark in question.

(B)      No material registered OIS Trademark has been within the last three (3) years or is now involved in any opposition or cancellation proceeding in the

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United States Patent and Trademark Office or other applicable Governmental Entity. To OIS’s knowledge, no such action has been threatened in writing within the one (1) year period prior to the date of this Agreement.

(C)      To OIS’s knowledge, there has been no prior use of any material OIS Trademark by any third party that confers upon such third party superior rights in any such OIS Trademark.

(A)      All OIS Patents are currently in compliance with legal requirements (including payment of filing, examination, and maintenance fees and proofs of working or use) other than any requirement that, if not satisfied, would not result in a revocation or otherwise materially affect the enforceability of the OIS Patent in question.

(B)      No OIS Patent has been or is now involved in any interference, reissue, reexamination or opposition proceeding in the United States Patent and Trademark Office or other applicable Governmental Entity. To OIS’s knowledge, no such action has been threatened in writing within the one (1) year period prior to the date of this Agreement.

(C)      To OIS’s knowledge, there is no patent or patent application of any person that conflicts in any material respect with any OIS Patent or invalidates any claim OIS has in any OIS Patent.

(A)      OIS has taken reasonable steps in accordance with normal industry practice to protect OIS’s rights in confidential information and OIS Trade Secrets.

(B)      Except as would not be materially adverse to OIS or its business, OIS enforces and has enforced a policy of requiring each relevant employee, consultant and contractor to execute “work for hire” (or similar arrangements under Applicable Law), proprietary information, confidentiality and assignment agreements substantially in OIS’s standard forms that effectively and exclusively assign to OIS or Merger Sub or any other subsidiary of OIS rights to any Intellectual Property relating to the business of OIS or Merger Sub or any other subsidiary of OIS in the course of performance of work for OIS or Merger Sub or any other subsidiary of OIS. Except under confidentiality obligations, there has been no disclosure by OIS or any subsidiary of material confidential information or OIS Trade Secrets. OIS has provided MediVision with a copy of its trade secret protection policy.

(iv)       License Agreements . There is no material outstanding or, to OIS’s knowledge, threatened dispute or disagreement with respect to (A) any license agreements granting to OIS or Merger Sub or any other subsidiary of OIS any material right to use or practice any rights under any Intellectual Property, other than software commercially available on reasonable terms to any person for a license fee of no more than One Hundred Thousand Dollars ($100,000) in the aggregate or (B) any license agreements under which OIS or Merger Sub or any other subsidiary of OIS licenses

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software or grants other rights in or rights to use or practice under any Intellectual Property, excluding licenses with customers that in the twelve-month period prior to the date hereof have purchased or licensed products for which the total payments to OIS or Merger Sub or any other subsidiary of OIS did not exceed One Hundred Thousand Dollars ($100,000) in the aggregate (collectively, “ License Agreements ”).

(v)        Ownership; Sufficiency of IP Assets . OIS or one of its subsidiaries owns or possesses adequate licenses or other rights to use, free and clear of Liens, orders and arbitration awards, all of its Intellectual Property used in their respective business as currently conducted.

(vi)       Protection of IP . OIS has taken reasonable and customary steps to protect the Intellectual Property of OIS or Merger Sub or any other subsidiary of OIS.

(vii)      No Infringement by OIS . The products used, manufactured, marketed, sold or licensed by OIS, and all Intellectual Property used in the conduct of OIS’s businesses, do not infringe upon, violate or constitute the unauthorized use of any rights owned or controlled by any third party, including any Intellectual Property of any third party.

(viii)     No Pending or Threatened Infringement Claims . No litigation is now or, within the five (5) years prior to the date of this Agreement, was pending and, to OIS’s knowledge, no notice or other claim has been received by OIS within the one (1) year prior to the date of this Agreement, nor is OIS aware of any facts or circumstances that in OIS’s reasonable judgment could be expected to give rise to any material claim, (A) alleging that OIS or Merger Sub or any other subsidiary of OIS has engaged in any activity or conduct that infringes upon, violates or constitutes the unauthorized use of the Intellectual Property rights of any third party or (B) challenging the ownership, use, validity or enforceability of any Intellectual Property owned or exclusively licensed by or to OIS.

(ix)       No Infringement by Third Parties . To OIS’s knowledge, no third party is misappropriating, infringing, diluting or violating any Intellectual Property owned or exclusively licensed by OIS or Merger Sub or any other subsidiary of OIS, and no such claims have been brought against any third party by OIS or Merger Sub or any other subsidiary of OIS.

(x)        Assignment; Change of Control . The execution, delivery and performance by OIS of this Agreement, and the consummation of the transactions contemplated hereby, will not result in the loss or impairment of, or give rise to any right of any third party to terminate, any of OIS’s or Merger Sub or any other subsidiary of OIS’s rights to own any of its Intellectual Property or their respective rights under the License Agreements, nor require the consent of any Governmental Authority or third party in respect of any such Intellectual Property.

(xi)       Software . The Software owned or purported to be owned by OIS or Merger Sub or any other subsidiary of OIS was either (A) developed by employees of

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OIS or Merger Sub or any other subsidiary of OIS within the scope of their employment; (B) developed by independent contractors who have assigned their rights to OIS or any of its Subsidiaries pursuant to written agreements; or (C) otherwise acquired by OIS or a subsidiary from a third party. To OIS’s knowledge, the Software does not contain any programming code, documentation or other materials or development environments that embody Intellectual Property rights of any person other than OIS or Merger Sub or any other subsidiary of OIS, except for such materials or development environments obtained by OIS or Merger Sub or any other subsidiary of OIS from other persons who make such materials or development environments commercially available to purchasers or end-users. OIS has source code for each version of software owned by it or Merger Sub or any other subsidiary of OIS and used in the past five (5) years. The source code for such software will compile into object code or otherwise is capable of being installed and operated. Once compiled and/or installed, such software will have the features, functions and performance described in the documentation pertaining to it and will execute on the computer platforms for which it is designed. To OIS’s knowledge, except as set forth in Section 5.02(n)(xi) of the OIS Disclosure Letter, none of the software owned by OIS or any other subsidiaries of OIS contains any shareware, open source code, or other software whose use requires disclosure or licensing of Intellectual Property, including any GNU or GPL libraries or code. For purposes of this Section, “ Software ” means any and all (A) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code, (B) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (C) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, and (D) all documentation, including user manuals and training materials, relating to any of the foregoing.

(o)        Taxes . (A) OIS and its subsidiaries have duly and timely filed all material income Tax Returns required to be filed (after taking into account all available extensions) and have timely paid the Taxes shown on such Tax Returns, except, in each case, where the failure to so file or pay would not have an OIS Material Adverse Effect. (B) As of the date of this Agreement, no material claim for assessment or collection of Taxes is presently being asserted against OIS or its subsidiaries, and neither OIS nor any of its subsidiaries is a party to any pending action, proceeding, or investigation by any governmental taxing authority relating to a material Tax, nor does OIS have knowledge of any such threatened action, proceeding or investigation. (C) Neither OIS nor any of its subsidiaries is a party to or bound by any obligation under any written Tax sharing, Tax allocation, Tax indemnity or similar agreement or arrangement. There are no Tax sharing agreements or similar agreements under which OIS or any of its subsidiaries could be liable for the Taxes of any Person that is neither OIS nor OIS’s subsidiary. There are no material Liens for Taxes on any of OIS assets except for Taxes which have accrued but are not yet due or payable. Except with respect to those intercompany transactions which can be reasonably expected not to cause an OIS Material Adverse Effect, all intercompany transactions between and among OIS or any of its subsidiaries or Merger Sub or any of its subsidiaries are at arm’s-length terms or other terms permitted by applicable Laws with respect to Taxes.

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(i)        OIS represents that immediately after the Merger and the consummation of other transactions contemplated hereby, OIS (and any successor company), will not be insolvent (as defined under the U.S. Bankruptcy Code (the “ Bankruptcy Code ”) and in equity) and that the Merger and the other transactions contemplated hereby and any borrowing by OIS or related entities (including the incurring of any obligation or granting of any security by OIS or any successor company in connection with such transactions) will not have the effect of hindering, delaying or defrauding any creditors of OIS (or any successor company). OIS further represents that (i) upon consummation of the Merger, and within the meaning of Section 548 of the Bankruptcy Code, OIS (and any successor company) (A) will have adequate capitalization, (B) will not have an unreasonably small capital with respect to the business or transactions engaged in, (C) will not have incurred debts prior to the Effective Date that would be beyond the ability of OIS (or any successor company) to pay as such debts mature, and (D) will have adequate cash to satisfy the obligations of OIS or MediVision in existence prior to the Effective Date as they become due.

(ii)       OIS has either (i) sufficient cash and available credit facilities, or (ii) sufficient cash and firm commitments for credit facilities and equity contributions in either case in an aggregate amount sufficient to consummate the Merger and the transaction contemplated hereby in accordance with the terms hereof.

(q)        Environmental Matters . Except as would not reasonably be expected, individually or in the aggregate, to have an OIS Material Adverse Effect, (A) OIS and each of its subsidiaries are in compliance with all applicable Environmental Laws and (B) there are no pending or, to the knowledge of OIS, threatened claims, suits, proceedings, orders, notices of violation, requests for information or administrative hearings or, to the knowledge of OIS, investigations against OIS or Merger Sub or any other subsidiary of OIS under Environmental Laws.

(r)         Restriction on Business Activities . There is no agreement, commitment, judgment, injunction, order or decree binding upon OIS or Merger Sub or any other subsidiary of OIS to which OIS or Merger Sub or any other subsidiary of OIS is a party which prohibits or impairs any business practice of OIS as currently conducted or Merger Sub or any other subsidiary of OIS, except as would not, individually or in the aggregate, reasonably be expected to have an OIS Material Adverse Effect.

(s)        Required OIS Stockholder Vote . The issuance of OIS Common Stock in the Merger pursuant to this Agreement requires the approval of a majority of the votes cast at a meeting at which there is a quorum by the holders of OIS Common Stock, and no other vote of the holders of any class or series of capital stock of OIS is required to approve or authorize this Agreement or the consummation of the transaction contemplated hereby.

(t)         Insurance . For the six-year period prior to the date hereof, OIS maintained a program of liability insurance, which covered liabilities from products or product defects, consisting of claims-made policies with coverage totaling at least $1,000,000 for each year (the

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“ Product Liability Insurance Policies ”), substantially all of which amount, as of the date hereof, is available for the satisfaction of claims. The Product Liability Insurance Policies have been maintained and not revoked. There is no material product liability claim against OIS or any Subsidiary of OIS pending under any Product Liability Insurance Policy as to which coverage has been denied by the underwriters of such policies.

(u)        Material Contracts . As of the date of this Agreement, except as described in the relevant subsection of Section 5.02(u) of the OIS Disclosure Letter neither OIS nor its subsidiaries is a party to or bound by, or has rights under:

(i)        Any Contract for the acquisition of or investment in capital equipment for an aggregate purchase price or investment value of $500,000 or more;

(ii)       any partnership, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture material to OIS or any of its subsidiaries or in which OIS owns more than a 5% voting or economic interest, or any interest valued at more than $500,000 without regard to percentage voting or economic interest;

(iii)      any Contract (other than among direct or indirect wholly owned subsidiaries of OIS) relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $500,000;

(iv)      any non-competition Contract or other Contract that (A) purports to limit in any material respect either the type of business in which OIS or Merger Sub or any other subsidiary of OIS (or, after the Effective Time, OIS or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business, (B) could require the disposition of any material assets, line of business or product line of OIS or Merger Sub or, after the Effective Time, OIS or Merger Sub, or any other subsidiary of OIS or (C) prohibits or limits the rights of OIS or Merger Sub or any other subsidiary of OIS in any material respect to make, sell or distribute any products or services, or use, transfer, license, distribute or enforce any of their respective Intellectual Property rights;

(v)       any Contract between OIS or Merger Sub or any other subsidiary of OIS and any director or officer of OIS or any Person beneficially owning five percent or more of the outstanding Shares;

(vi)      any Contract providing for indemnification by OIS or Merger Sub or any other subsidiary of OIS of any Person, except for any such Contract that is (x) not material to OIS and Merger Sub or any other subsidiary of OIS and (y) entered into in the ordinary course of business;

(vii)     any Contract that contains a put, call or similar right pursuant to which OIS or Merger Sub or any other subsidiary of OIS could be required to purchase or sell, as applicable, any equity interests of any Per