EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

     This Executive Employment Agreement (“Agreement”) is entered into by and between NovaRay Inc., a Delaware corporation with its principal place of business at 1850 Embarcadero Road, Palo Alto, California, 94303 (“Company”), and Jack Price, who resides at 12942 North East 24 ^th Street, Bellevue, Washington, 98005 (“Executive”) (collectively, the “parties”).

RECITALS

      WHEREAS , Vision Acquisition I, Inc., a Delaware Corporation (“Parent”), Vision Acquisition Subsidiary, Inc. a Delaware Corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and Company are in the process of negotiating a merger agreement (the “Merger Agreement”), pursuant to which Merger Sub would merge with and into Company, with Company remaining as the surviving entity after the merger (the “Merger”) whereby the stockholders of Company would receive common stock of Parent in exchange for their capital stock of Company;

      WHEREAS , concurrently with or immediately following the consummation of the Merger, Vision Capital and its affiliates and certain other investors (the “Financing Investors”) and Parent will complete a private placement financing whereby Parent will issue and sell its securities to the Financing Investors for aggregate gross proceeds to the Company of not less than $10,000,000.00 (not including conversion of any Company indebtedness) (the “Qualified Financing,” and with the Merger, collectively the “Proposed Transaction”);

      WHEREAS , the parties wish to provide for Executive’s employment with Company following the Proposed Transaction; and

      WHEREAS , this Agreement shall become effective upon the date of the Proposed Transaction (the “Effective Date”).

      NOW, THEREFORE , in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

     1.  Employment . As of the Effective Date, Company shall employ Executive, and Executive hereby accepts such employment, upon the terms and conditions set forth herein.

     2.  Duties .

          2.1. Position . Executive shall be employed in the position of Chief Executive Officer and President reporting to the Company’s Board of Directors. Executive is responsible for the execution of the marketing and selling strategy for the Company, setting and ensuring that the overall strategic and financial position of Company is achieved; and overseeing all business and related concerns of Company. Executive shall perform additional duties now or hereafter as reasonably assigned by Company. Executive also agrees to serve as an officer or director of Company or Parent upon request, without further compensation. Company reserves the right to modify Executive’s position and duties at any time in its sole and absolute discretion.

          2.2. Best Efforts/Full-time . Executive will expend Executive’s best efforts on behalf of Company, and will abide by all policies and decisions made by Company, as well as all applicable federal, state and local laws, regulations or ordinances. Executive will act in the best interest of Company at all times. Executive shall devote Executive’s full business time and efforts to the performance of Executive’s assigned duties, unless Executive notifies Company in advance of Executive’s desire to engage in other work or business activities and receives Company’s express written consent to do so. In no event shall Executive engage in any activity, paid or unpaid, that creates an actual or potential conflict of interest with Company (including but not limited to any work or business activity that is or might be competitive with, or that might place Executive in a competing position to that of Company).

          2.3. Work Location . Executive shall perform his services at the Company’s offices in Bellevue , Washington and Palo Alto, California, and other locations as reasonably requested by the Company.

     3.  Term . The employment relationship pursuant to this Agreement shall be for an initial term commencing on the Effective Date set forth above and continuing until terminated in accordance with Section 7 below.

     4.  Compensation .

          4.1. Salary . As compensation for the proper and satisfactory performance of all duties to be performed by Executive hereunder, Company shall pay to Executive a Base Salary of $325,000.00 per year, less applicable withholdings, payable in accordance with the normal payroll practices of Company. In the event Executive’s employment under this Agreement is terminated by either party, for any reason, Executive will be entitled to receive his Base Salary earned through the date of such termination.

          4.2. Incentive Compensation . Executive may be granted incentive compensation in the Company’s discretion. If Company, in its sole and absolute discretion, grants Executive incentive compensation, the terms, amount and payment of such incentive compensation will be determined solely by Company.

          4.3. Stock Options . Executive may be granted stock options from time to time in the discretion of Company subject to the terms and conditions of a Company approved stock option plan and pursuant to the stock option agreement under which such options are granted. The parties acknowledge that Executive purchased 214,000 shares of common stock of the Company under a Restricted Stock Purchase Agreement dated October 23, 2006 (the “Restricted Stock Agreement”), a copy of which is attached hereto as Exhibit A . Executive acknowledges that, following the Merger, the shares granted under the Restricted Stock Agreement shall remain subject to the limitations set forth therein.

          4.4. Performance and Salary Review . Company will periodically review Executive’s performance on no less than an annual basis. Executive’s salary or other compensation may be adjusted from time to time in Company’s sole and absolute discretion.

     5.  Customary Fringe Benefits . Executive will be eligible for all customary and usual fringe benefits generally available to executives of Company, subject to the terms and conditions of Company’s benefit plan documents. Company reserves the right to reasonably modify or eliminate the fringe benefits on a prospective basis, at any time, effective upon notice to Executive.

     6.  Business Expenses . Executive will be reimbursed for all out-of-pocket business expenses reasonably incurred in the performance of Executive’s duties on behalf of Company. To obtain reimbursement, expenses must be submitted promptly with appropriate supporting documentation in accordance with Company’s policies.

     7.  Termination of Employment .

          7.1. Termination for Cause by Company . Company may terminate Executive’s employment immediately at any time for Cause if: (a) Executive engages in any acts or omissions constituting gross negligence, recklessness, willful misconduct or dishonesty on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of Company; (b) Executive breaches a material term of this Agreement; (c) Executive is convicted of or enters a plea of nolo contendere for fraud, misappropriation or embezzlement, or of any crime or engaging in any conduct which Company, in its discretion, determines has or may adversely impact Company; (d) Executive breaches his fiduciary duties toward Company; (e) Executive breaches or violates his obligations under the Confidential Information and Invention Assignment Agreement referenced in Section 9 below; (f) Executive persistently fails to satisfactorily perform his duties and responsibilities; (g) Executive refuses to follow a specific, lawful direction or order of the Company or its Board of Directors; and (h) Executive dies or becomes mentally or physically incapacitated and cannot perform the essential functions and duties of his position. In the event Executive’s employment is terminated in accordance with this subparagraph 7.1, Executive shall be entitled to receive only (x) his Base Salary then in effect, earned through the date of such termination, (y) benefits coverage through the date of such termination, and (z) reimbursement of business expenses properly incurred prior to the date of such termination and submitted in accordance with the Company’s policies (collectively referred to as “Standard Entitlements”). All benefits and perquisites of employment shall cease as of the date of termination, and all other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished on the date of termination. Without limiting the foregoing, in the event of a termination for Cause, Executive will not be eligible to receive the Severance Benefits or any part thereof described in subparagraph 7.2 below.

          7.2. Termination Without Cause By Company/Severance. Company may terminate Executive’s employment under this Agreement without Cause at any time. In the event of such termination, Executive will receive the Standard Entitlements plus the following Severance Benefits: (a) twelve (12) months of Executive’s Base Salary then in effect on the date of termination, payable in the form of salary continuation (the “Severance Pay”), and (b) the vesting of any stock options held by Executive at the time of such termination will accelerate (and, as applicable, any repurchase right applicable to Executive’s restricted stock shall lapse) as to the number of shares that otherwise would have vested and been exercisable as of the date that is twenty-four (24) months from the date of termination. The Severance Pay will be payable in

accordance with Company’s regular payroll cycle. Executive’s receipt of the Severance Benefits will be contingent upon: (x) Executive’s compliance with all surviving provisions of this Agreement as specified in subparagraph 15.7 below; (y) Executive’s execution of a full general release in a form provided by the Company, releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive’s employment or termination of employment with Company; and (z) Executive’s agreement to act as a consultant for Company for up to a maximum of sixty (60) calendar day