EXHIBIT 10.1

                          AMENDMENT TO RIGHTS AGREEMENT


         AMENDMENT, effective as of January 21, 1999 (the "Amendment"), to the
Rights Agreement dated as of March 31, 1998 (the "Rights Agreement"), between
PREMIER LASER SYSTEMS, INC., a California corporation (the "Company"), and
AMERICAN STOCK TRANSFER AND TRUST COMPANY (the "Rights Agent").

         WHEREAS, the Company is entering into a Secured Convertible Debenture
Purchase Agreement dated January 21, 2000 with STRONG RIVER INVESTMENTS, INC.,
and HERKIMER, LLC (collectively, the "Purchasers") pursuant to which the
Purchasers will acquire 6% Secured Convertible Debentures due 2003
("Debentures") and Warrants which securities may, under certain circumstances,
be convertible into or exercisable for in excess of 15% of the Company's Common
Shares (as defined in the Rights Agreement)

         WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement which specified the terms of the Rights (as defined therein);

         WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 27 of the Rights Agreement to permit the
purchase of securities pursuant to the Purchase Agreement and upon the
conversion of the Debentures and exercise of the Warrants, without causing a
Distribution Date under the terms of the Rights Agreement; and

         WHEREAS, the Board of Directors of the Company has approved this
Amendment in accordance with its Bylaws.

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth in the Rights Agreement and this Amendment, the parties
hereto agree as follows:

         1. AMENDMENT TO RIGHTS AGREEMENT. The Rights Agreement shall be amended
as follows:

                  (a) Section 1(a) of the Rights Agreement is hereby deleted in
         its entirety and replaced by the following:

                           "(a) "Acquiring Person" shall mean any Person (as
                  such term is hereinafter defined) who or which, together with
                  all Affiliates and Associates (as such terms are hereinafter
                  defined) of such Person shall be the Beneficial Owner (as such
                  term is hereinafter defined) of 15% or more of the Common
                  Shares of the Company then outstanding, but shall not include
                  the Company, any Subsidiary (as such term is hereinafter
                  defined) of the Company, any employee benefit plan of the
                  Company or any Subsidiary of the Company, or any entity
                  holding Common Shares for or pursuant to the terms of such
                  plan. Notwithstanding the foregoing, neither the Purchasers
                  (or either of them) nor any Affiliate or Associate thereof
                  (together, the "Purchaser Group") shall be deemed as
                  "Acquiring Person" by virtue of the purchase of the Debentures
                  or the Warrants, or by virtue of the conversion of the
                  Debentures into Common Shares or exercise of the Warrants in
                  accordance with their terms.

         2. REFERENCE TO AND EFFECT ON RIGHTS AGREEMENT. On and after the date
of this Amendment, each reference in the Rights Agreement to the term
"Agreement," or to "hereof," "hereunder," or "herein" shall be deemed to refer
to the Rights Agreement as amended hereby.

         3. EFFECTIVE DATE. This Amendment and the amendments to the Rights
Agreement effected hereby shall be effective as of the date hereof and, except
as set forth herein, the Rights Agreement shall remain in full force and effect
and shall otherwise be unaffected hereby.

         4. COUNTERPARTS. The Amendment may be executed in one or more
counterparts shall for all purposes be deemed to be an original and all such
counterparts shall together constitute but one and the same instrument.

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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested, effective as of the day and year first above
written.

                                     PREMIER LASER SYSTEMS, INC.,



                                     By:  /s/ Michael Quinn
                                          --------------------------------------
                                          Michael Quinn, Chief Executive Officer

ATTEST:


By: /s/ Robert Mahoney
   -------------------
      Robert Mahoney,
      Executive Vice President-Finance


                                       AMERICAN STOCK TRANSFER AND TRUST COMPANY


                                       By: /S/ Paula Caroppoli
                                          --------------------------------------

                                             Title: Vice President
                                                    ----------------------------

 ATTEST:



By: /S/ Susan Silber
    ---------------------------------

      Title: Assistant Secretary
            -------------------------