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                                                                   EXHIBIT 10.16

                                PROMISSORY NOTE

Northville, Michigan                                              June 19, 1997

FOR VALUE RECEIVED, receipt of which is hereby acknowledged, the undersigned,
OIS OPTICAL IMAGING SYSTEMS, INC., a Delaware corporation ("Maker"), does
hereby promise to pay to the order of GD INVESTMENTS CORP., a Delaware
corporation ("Holder"), at 2300 Harmon Road, Auburn Hills, Michigan 48326, or
at such other place or to such other party as Holder may from time to time
designate, in lawful currency of the United States of America, the principal
amount of all advances of funds (the "Advances") made pursuant to this
Promissory Note plus interest thereon from the date of each such Advance at a
rate of 6% per annum.

  The outstanding principal amount of all Advances shall not exceed $20,000,000
in the aggregate at any one time.  All Advances (together with accrued and
unpaid interest thereon) and all repayments and prepayments of such Advances
(and of accrued and unpaid interest thereon) shall be marked by the Holder on
the last page of this Promissory Note, and the amount of all Advances (together
with accrued and unpaid interest thereon) shall be deemed to be the amounts so
marked.

  On written demand of Holder, the entire outstanding principal balance of this
Promissory Note, together with all accrued and unpaid interest, shall be
immediately due and payable in full.  Maker may at any time pay the full amount
or any part of the indebtedness evidenced by this Promissory Note without the
payment of any premium or fee.  All prepayments hereon shall be applied first
to accrued and unpaid interest due under this Promissory Note, and then to the
outstanding principal balance of this Promissory Note.

  Maker hereby waives presentment, demand, protest, notice of nonpayment or
dishonor of this Promissory Note, and diligence in the collection thereof.
This Promissory Note shall be governed by and construed in accordance with the
laws of the State of Michigan.

  To the extent provided herein, the indebtedness evidenced by this Promissory
Note (the "Subordinated Debt") is subordinate and junior in right of payment to
all principal of, and interest on, loans made to the Maker pursuant to the
Credit Agreement dated December 14, 1993, as amended (the "Credit Agreement"),
among Maker, Bank of America NT& SA and NBD Bank, N.A. (the "Senior Debt").
Except as otherwise provided herein, Maker may pay principal of, and interest
on, the Subordinated Debt.  The Senior Debt shall continue to be Senior Debt
and entitled to the benefits of the subordination provisions of this Promissory
Note irrespective of any amendment, modification or waiver of any term of or
extension or renewal of the Senior Debt.

  Upon the happening of a Default or an Event of Default (as defined in the
Credit Agreement) (a "Senior Debt Default"), then, unless and until such Senior
Debt Default shall have been remedied or waived or shall have ceased to exist,
no direct or indirect payment (in cash, property or securities





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or by set-off or otherwise) shall be made on account of the principal of, or
interest on, any Subordinated Debt, or as a sinking fund for the Subordinated
Debt, or in respect of any redemption, retirement, purchase or other
acquisition of any of the Subordinated Debt.

  In the event of (i) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment or other similar proceeding relating to Maker or
its property, (ii) any proceeding for the liquidation, dissolution or other
winding-up of Maker, voluntary or involuntary, whether or not involving
insolvency or bankruptcy proceedings, (iii) any assignment by Maker for the
benefit of creditors or (iv) any other marshalling of the assets of Maker, all
Senior Debt (including any interest thereon accruing at the legal rate after
the commencement of any such proceedings) shall first be paid in full before
any payment or distribution, whether in cash, securities or other property of
Maker, shall be made to any holder of any Subordinated Debt on account of any
Subordinated Debt. Any payment or distribution, whether in cash, securities or
other property of Maker or any other entity, provided for by a plan of
reorganization or readjustment which would otherwise (but for these
subordination provisions) be payable or deliverable in respect of the
Subordinated Debt shall be paid or delivered directly to the holders of Senior
Debt until all Senior Debt (including any interest thereon accruing at the
legal rate after the commencement of any such proceedings) shall have been paid
in full.

  If any payment or distribution of any character or any security, whether in
cash, securities or other property, shall be received by a holder of
Subordinated Debt in contravention of any of the terms hereof, such payment or
distribution or security shall be received in trust for the benefit of, and
shall be paid over or delivered and transferred to, the holders of the Senior
Debt at the time outstanding to the extent necessary to pay all such Senior
Debt in full.  In the event of the failure of any holder of any Subordinated
Debt to endorse or assign any such payment, distribution or security, each
holder of Senior Debt is hereby irrevocably authorized to endorse or assign the
same.

  No present or future holder of any Senior Debt shall be prejudiced in the
right to enforce subordination of Subordinated Debt by any act or failure to
act on the part of Maker.  Nothing contained herein shall impair, as between
Maker and the holder of the Subordinated Debt, the obligation of Maker to pay
the Subordinated Debt as and when the same shall become due and payable in
accordance with the terms if this Promissory Note, or prevent the holder of any
Subordinated Debt from exercising all rights, powers and remedies otherwise
permitted by applicable law or hereunder upon a default or event of default
hereunder, all subject to the rights of the holders of the Senior Debt to
receive cash, securities or other property otherwise payable or deliverable to
the holders of the Subordinated Debt as provided herein.





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  Upon the payment in full of all Senior Debt, the holders of Subordinated Debt
shall be subrogated to all rights of any holders of the Senior Debt to receive
any further payments or distributions applicable to the Senior Debt until the
Subordinated Debt shall have been paid in full.

           MAKER:
 
           OIS OPTICAL IMAGING SYSTEMS, INC.

           By:    / Charles C. Wilson  /    
               -------------------------------------
                    Charles C. Wilson
                    Executive Vice President and
                    Chief Financial Officer


The subordination provisions of this Promissory Note are hereby acknowledged
and accepted.

GD INVESTMENTS CORP.


By:    / David A. Clark  /    
    -----------------------------------
         David A. Clark
         Vice President and Treasurer





                            Page 3 of Exhibit 10.16