1

                                                                  EXHIBIT 4.1(b)



             Legend re Transfer Restrictions and Repurchase Options


         Pursuant to the terms of the International Remote Imaging Systems,
Inc. Employee Stock Purchase Plan and subject to certain exceptions contained
therein, the shares of stock represented by this certificate (i) may not be
sold, assigned or otherwise transferred for (2) years from the original date of
purchase and, (ii) during such two (2) year period, may be repurchased by
International Remote Imaging Systems, Inc. at the original purchase price under
certain circumstances. Copies of the Employee Stock Purchase Plan may be
obtained without cost upon written request addressed to the Secretary of
International Remote Imaging Systems, Inc. at 9162 Eton Avenue, Chatsworth,
California 91311.