885317--3/31/2009--OPHTHALMIC_IMAGING

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{stock, price, share}

{customer, product, revenue}

{product, liability, claim}

{product, market, service}

{debt, indebtedness, cash}

{condition, economic, financial}

{interest, director, officer}

{property, intellectual, protect}

{personnel, key, retain}

{operation, natural, condition}

{acquisition, growth, future}

Current economic conditions may adversely affect our industry, business, financial position and results of operations and could cause the market value of our common stock to decline. If we are unable to obtain additional capital, we will be required to eliminate certain operations that may adversely affect our business. If we fail to develop and successfully introduce new and enhanced products that address rapid technological changes in our markets and meet the needs of our customers, our business may be harmed. The markets in which we sell our products are intensely competitive and increased competition could cause reduced sales levels, reduced gross margins or loss of market share. We may experience a decline in the selling prices of our products as competition increases, which could adversely affect our operating results. Our products are subject to U.S., E.U. and international medical regulations and controls, which impose substantial financial costs on us and which can prevent or delay the introduction of new products. The purchase of AcerMed software and the formation of Abraxas may not generate any significant future revenue for us. We depend on skilled personnel to effectively operate our business in a rapidly changing market, and if we are unable to retain existing or hire additional personnel, our ability to develop and sell our products could be harmed. We may not be able to protect our proprietary technology, which could adversely affect our competitive advantage. The long sales cycles for our products may cause us to incur significant expenses without offsetting revenues. If we fail to accurately forecast components and materials requirements for our products, we could incur additional costs and significant delays in shipments, which could result in the loss of customers. Our dependence on sole source suppliers exposes us to possible supply interruptions that could delay or prevent the manufacture of our systems. Some of our medical customers willingness to purchase our products depends on their ability to obtain reimbursement for medical procedures using our products and our revenues could suffer from changes in third-party coverage and reimbursement policies. We have limited product liability insurance and if we are held liable in a products liability lawsuit for amounts in excess of our insurance coverage, we could be rendered insolvent. If our facilities were to experience a catastrophic loss, our operations would be seriously harmed. If MediVision fails to repay amounts guaranteed by us under the Debenture, it could result in a material adverse effect on our business, operating results, or financial condition. Risks Related to Our Common Stock We may experience volatility in our stock price, which could negatively affect you may not be able to resell your shares at or above the offering price. Because our securities trade on the OTC Bulletin Board, your shares in the secondary market may be limited. Because OIS shares are deemed penny stocks, you may have difficulty selling them in the secondary trading market. OIS has additional securities available for issuance, including preferred stock, which if issued could adversely affect the rights of the holders of OIS common stock.

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885317--3/31/2009--OPHTHALMIC_IMAGING_SYSTEMS