EXTENSION AGREEMENT

Exhibit 10.9

EXTENSION AGREEMENT

This Extension Agreement (“ Amendment ”) is made as of this 3 ^rd day of June, 2009 by and between Ophthalmic Imaging Systems, a California corporation (“ Company ”), and The Tail Wind Fund Ltd. (“ Tail Wind ”) and Solomon Strategic Holdings, Inc. (“ Solomon ”, and together with Tail Wind, the “ Holders ”).

WITNESSETH :

WHEREAS, pursuant to that certain Securities Purchase Agreement (“ Purchase Agreement ”) dated as of October 29, 2007 by and between the Company and the Holders, on or about such date the Company sold and issued to the Holders (i) 6.5% Convertible Notes Due April 30, 2010 in the aggregate principal amount of $2,750,000 (“ Notes ”), which Notes are convertible into shares of common stock of the Company, no par value per share (“ Common Stock ”), and (ii) Warrants to purchase shares of Common Stock (“ Warrants ”); capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Purchase Agreement, Notes or Warrants, as the case may be;

WHEREAS, pursuant to the Notes, the Company is required to make payment of Bi-Monthly Amounts until the Notes are repaid in full on the Maturity Date;

WHEREAS, all Bi-Monthly Amounts due prior to the date hereof have been paid in full;

WHEREAS, the Holders are willing to extend the payment dates for such Bi-Monthly Amounts and the Maturity Date on the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.        Extension . In consideration for the New Warrants being issued pursuant to Section 2 below and subject to the terms hereof, the Holders hereby agree that:

provided however, that such extensions shall immediately expire and terminate, as if this Amendment were never entered into, in the event that the Company fails to receive at least $3,999,908.90 at a first closing of the Common Stock Financing Transaction (as defined below) on or prior to July 31, 2009 (“ Financing Condition ”). In the event that the Financing Condition is not timely satisfied, then (1) any and all Bi-Monthly Amounts which would have been previously due and payable if not for this Amendment shall become immediately due and payable, (2) any and all Bi-Monthly Amounts with an applicable Bi-Monthly Payment Date extended hereunder shall become due and payable on the Bi-Monthly Payment Date set forth in the Notes without consideration of this Amendment, and (3) the Maturity Date shall revert to April 30, 2010 (subject to acceleration as set forth in the Notes).

For purposes hereof, “ Common Stock Financing Transaction ” means the sale and issuance of an aggregate of 13,214,317 shares of Common Stock by the Company to U.M. AccelMed Limited Partnership (“ AccelMed ”) in a capital raising financing to occur in two closings, provided that (a) the direct or indirect effective purchase price per share of Common Stock shall be equal to $0.41522 for the 9,633,228 shares of Common Stock sold in the first closing of the Common Stock Financing Transaction and $0.55848 for the 3,581,089 shares of Common Stock sold in the deferred closing of the Common Stock Financing Transaction, (b) the transaction shall not be a Variable Rate Transaction or MFN Transaction or otherwise contain any adjustments to such effective sale price per share or any exercise price under any warrants (except for weighted-average anti-dilution adjustment of the exercise price under warrants in connection with any equity issuances, substantially similar to that set forth in the Warrants), and (c) the Company may issue to the purchasers thereof, in connection with any such financing, warrants to purchase a number of shares of Common Stock equal to up to 33% of the number of shares of Common Stock sold to such purchasers in such financing, provided that the effective exercise price per share of Common Stock under such warrants shall be equal to $1.00.

The Company represents and warrants to the Holders that (i) it has entered into an agreement to receive $3,999,908.90 million in the first closing of the Common Stock Financing Transaction, and (ii) the purchaser therein has committed to invest an additional $1,999,966.50 in the deferred closing of the Common Stock Financing Transaction contemplated to occur on or prior to June 30, 2010, provided that such second round Common Stock Financing Transaction is subject to certain milestones to be achieved by the Company which are set forth in such agreement.

2.     New Warrants . As consideration for the extensions granted by the Holders herein, the Company shall issue and deliver to the Holders 3-year warrants to purchase 500,000 shares of Common Stock in the aggregate at an initial exercise price per share equal to $1.00 (“ New Warrants ”). The New Warrants shall be in the same form as the Warrants, except that the initial Warrant Price shall be $1.00, the Issuance Date shall be the date hereof, the Expiration Date shall be three (3) years from the date hereof, and Cashless Exercise shall be permitted nine (9) months following the date hereof if there is not an effective registration statement and current prospectus covering the resale of all the shares of Common Stock underlying the New Warrants by the Holders. Such New Warrants shall be duly and validly issued and free and clear of all liens, claims and encumbrances and shall be delivered to the Holders within five (5) business days after the date hereof.

3.     Conditions Subsequent . The Financing Condition and the Company’s oblig