<PAGE>
                                                                 EXHIBIT 11.1(b)
                                 PROMISSORY NOTE

<TABLE>
<CAPTION>
  PRINCIPAL       LOAN DATE      MATURITY         LOAN NO       CALL/COLL       ACCOUNT       OFFICER     INITIALS
<S>              <C>            <C>              <C>           <C>             <C>           <C>          <C>
$6,500,000.00    02-07-2002     06-30-2004      932900001-1                   932900001-1      22163

    References in the shaded area are for Lender's use only and do not limit
     the applicability of this document to any particular loan or item. Any item
     above containing "***" has been omitted due to text length limitations.
</TABLE>

<TABLE>
<CAPTION>
<S>                                                      <C>
Borrower:  INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.    Lender: CALIFORNIA BANK & TRUST
           9162 ETON AVENUE                                      COMMERCIAL LOAN CENTER
           CHATSWORTH, CA 91311                                  550 SOUTH HOPE STREET, SUITE 300
                                                                 LOS ANGELES, CA 90071

Principal Amount: $6,500,000.00    Initial Rate: 4.750%   Date of Note: February 7, 2002
</TABLE>

PROMISE TO PAY. INTERNATIONAL REMOTE IMAGING SYSTEMS, INC. ("BORROWER") PROMISES
TO PAY TO CALIFORNIA BANK & TRUST ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE
UNITED STATES OF AMERICA, THE PRINCIPAL AMOUNT OF SIX MILLION FIVE HUNDRED
THOUSAND & 00/100 DOLLARS ($6,500,000.00) OR SO MUCH AS MAY BE OUTSTANDING,
TOGETHER WITH INTEREST ON THE UNPAID OUTSTANDING PRINCIPAL BALANCE OF EACH
ADVANCE. INTEREST SHALL BE CALCULATED FROM THE DATE OF EACH ADVANCE UNTIL
REPAYMENT OF EACH ADVANCE.

PAYMENT. BORROWER WILL PAY THIS LOAN IN ONE PAYMENT OF ALL OUTSTANDING PRINCIPAL
PLUS ALL ACCRUED UNPAID INTEREST ON JUNE 30, 2004. IN ADDITION, BORROWER WILL
PAY REGULAR MONTHLY PAYMENTS OF ALL ACCRUED UNPAID INTEREST DUE AS OF EACH
PAYMENT DATE, BEGINNING FEBRUARY 28, 2002, WITH ALL SUBSEQUENT INTEREST PAYMENTS
TO BE DUE ON THE LAST DAY OF EACH MONTH AFTER THAT. UNLESS OTHERWISE AGREED OR
REQUIRED BY APPLICABLE LAW, PAYMENTS WILL BE APPLIED FIRST TO ACCRUED UNPAID
INTEREST, THEN TO PRINCIPAL, AND ANY REMAINING AMOUNT TO ANY UNPAID COLLECTION
COSTS AND LATE CHARGES. THE ANNUAL INTEREST RATE FOR THIS NOTE IS COMPUTED ON A
365/360 BASIS; THAT IS, BY APPLYING THE RATIO OF THE ANNUAL INTEREST RATE OVER A
YEAR OF 360 DAYS, MULTIPLIED BY THE OUTSTANDING PRINCIPAL BALANCE, MULTIPLIED BY
THE ACTUAL NUMBER OF DAYS THE PRINCIPAL BALANCE IS OUTSTANDING. BORROWER WILL
PAY LENDER AT LENDER'S ADDRESS SHOWN ABOVE OR AT SUCH OTHER PLACE AS LENDER MAY
DESIGNATE IN WRITING.

VARIABLE INTEREST RATE. Subject to designation of a different interest rate
index by Borrower as provided below, the interest rate on this Note is subject
to change from time to time based on changes in an index which is the rate of
interest set from time to time by Bank as its Prime Rate. California Bank &
Trust Prime Rate is determined by Bank as a means of pricing credit extensions
to some customers and is neither tied to any external rate of interest or index
nor is it necessarily the lowest rate of interest charged by Bank at any given
time for any particular class of customers or credit extensions (the "Index").
The Index is not necessarily the lowest rate charged by Lender on its loans and
is set by Lender in its sole discretion. If the Index becomes unavailable during
the term of this loan, Lender may designate a substitute index after notifying
Borrower. Lender will tell Borrower the current Index rate upon Borrower's
request. The interest rate change will not occur more often than each day.
Borrower understands that Lender may make loans based on other rates as well.
THE INDEX CURRENTLY IS 4.750%. THE INTEREST RATE TO BE APPLIED TO THE UNPAID
PRINCIPAL BALANCE OF THIS NOTE WILL BE AT A RATE EQUAL TO THE INDEX, RESULTING
IN AN INITIAL RATE OF 4.750%. NOTICE: Under no circumstances will the interest
rate on this Note be more than the maximum rate allowed by applicable law.

INTEREST RATE OPTIONS. On the terms and subject to the conditions set forth
herein, Borrower will be able to select, from one of the following Rate Options,
an interest rate which will be applicable to a particular dollar increment of
amounts outstanding, or to be disbursed, under this Note. Principal shall be
payable as specified herein in the "Payment" section, and interest shall be
payable as specified for each Rate Option. The following Rate Options are
available to Borrower:

        (A) DEFAULT OPTION. The interest rate margin and index described in the
        "VARIABLE INTEREST RATE" paragraph herein (the "Default Option").

        (B) LONDON INTERBANK OFFERED RATE. A margin of 2.000 percentage points
        over London Interbank Offered Rate. For purposes of this Note, London
        Interbank Offered Rate shall mean the rate of interest at which deposits
        in U.S. Dollars for the relevant Interest Period is offered to first
        class banks in the London Interbank market as quoted for the mid-moving
        average LIBOR Rate as published by Telerate Systems, Inc. or such other
        publication of such rate as the holder of this Note shall reasonably
        select, two (2) Business Days prior to the commencement of the relevant
        Interest Period. An "Interest Period" is a one, two or three month
        period as selected by Borrower in a writing delivered to Lender as
        provided below. Interest based on this Rate Option is a floating rate
        and will change on and as of the date of a change in London Interbank
        Offered Rate (the "Interest Period"). Adjustments in the interest rate
        due to changes in the maximum nonusurious interest rate allowed (the
        "Highest Lawful Rate") shall be made on the effective day of any change
        in the Highest Lawful Rate. Under this Rate Option, Borrower shall make
        monthly interest payments on the same day of the month, with a final
        payment of all accrued and unpaid interest on the last day of such
        Interest Period and, in the case of an Interest Period greater than
        three (3) months, at three month (3 month) intervals after the first day
        of such Interest Period.

The following provisions concerning Rate Options are a part of this Note:

        SELECTION OF RATE OPTIONS. Provided Borrower is not in default under
        this Note, Borrower may request (a "Rate Request") that a $250,000.00
        increment or any amount in excess thereof (an "Increment") of the
        outstanding principal of, or amounts to be disbursed under, this Note
        bear interest at the selected rate. Borrower may make this Rate Request
        by telephonic notice, however no later than 10:00 AM PDT three (3)
        business days prior to the effective date of the Rate Request to permit
        Lender to quote the rate requested. *

        APPLICABLE INTEREST RATE. Borrower's Rate Request will become effective,
        and interest on the increment designated will be calculated at the rate
        (the "Effective Rate"), which Borrower requested, for the applicable
        Interest Period, subject to the following:

               (1) Notwithstanding any Rate Request, interest shall be
               calculated on the basis of the Default ion if (a) Lender, in good
               faith, is unable to ascertain the requested Rate Option by reason
               of circumstances then affecting the applicable money market or
               otherwise, (b) it becomes unlawful or impracticable for Lender to
               maintain loans based upon the requested Rate Option, or (c)
               Lender, in good faith, determines that it is impracticable to
               maintain loans based on the requested Rate Option because of
               increased taxes, regulatory costs, reserve requirements, expenses
               or any other costs or charges that affect such Rate Options. Upon
               the occurrence of any of the events described in this "Interest
               Rate Options" section, any increment to which a requested Rate
               Option applies shall be immediately (or at the option of Lender,
               at the end the current Interest Period), without further action
               of Lender or Borrower, converted to an increment to which the
               Default Option applies.

               (2) Borrower may have no more than a total of 3 Effective Rates
               applicable to amounts outstanding under this Note at any given
               time.

               (3) A Rate Request shall be effective as to amounts to be
               disbursed under this Note only if, on the effective date of the
               Rate Requests, such amounts are in fact disbursed to or for
               Borrower's account in accordance with the provisions of this Note
               and any related loan documents.

               (4) Any amounts of outstanding principal for which a Rate Request
               has not been made, or is otherwise not effective, shall bear
               interest until paid in full at the Default Option.

               (5) Any amounts of outstanding principal bearing interest based
               upon a Rate Option shall bear interest at such rate until the end
               of the Interest Period therefor, and thereafter shall bear
               interest based upon the Default Option unless a new Rate Request
               for a Rate Option complying with the terms hereof has been made
               and has become effective.

               (6) If Borrower is in default under this Note ("Default"), then
               Lender shall no longer be obligated to honor any Rate Requests.


<PAGE>

                                 PROMISSORY NOTE
LOAN NO: 932900001-1               (CONTINUED)                            PAGE 2
================================================================================

               (7) No Interest Period shall extend beyond the maturity date of
               this Note.

        NOTICES: AUTHORITY TO ACT. Borrower acknowledges and agrees that the
        agreement of Lender herein to receive certain notices by telephone is
        solely for Borrower's convenience. Lender shall be entitled to rely on
        the authority of the person purporting to be a person authorized by
        Borrower to give such notice, and Lender shall have no liability to
        Borrower on account of any action taken by Lender in reliance upon such
        telephonic notice. Borrower's obligation to repay all sums owing under
        the Note shall not be affected in any way or to any extent by any
        failure by Lender to receive written confirmation of any telephonic
        notice or the receipt by Lender of a confirmation which is at variance
        with the terms understood by Lender to be contained in the telephonic
        notice.

PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of
this Note, Borrower understands that Lender is entitled to a MINIMUM INTEREST
CHARGE OF $200.00. Other than Borrower's obligation to pay any minimum interest
charge, Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
of accrued unpaid interest. Rather, early payments will reduce the principal
balance due. Borrower agrees not to send Lender payments marked "paid in full",
"without recourse", or similar language. If Borrower sends such a payment,
Lender may accept it without losing any of Lender's rights under this Note, and
Borrower will remain obligated to pay any further amount owed to Lender. All
written communications concerning disputed amounts, including any check or other
payment instrument that indicates that the payment constitutes "payment in full"
of the amount owed or that is tendered with other conditions or limitations or
as full satisfaction of a disputed amount must be mailed or delivered to:
California Bank & Trust, Commercial Loan Center, 550 South Hope Street, Suite
300, Los Angeles, CA 90071.

LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged
6.000% OF THE REGULARLY SCHEDULED PAYMENT OR $500.00, WHICHEVER IS LESS.

INTEREST AFTER DEFAULT. Upon Borrower's failure to pay all amounts declared due
pursuant to this section, including failure to pay upon final maturity, Lender,
at its option, may, if permitted under applicable law, increase the variable
interest rate on this Note to 5.000 percentage points over the Index.

DEFAULT. Each of the following shall constitute an event of default ("Event of
Default") under this Note:

        PAYMENT DEFAULT. Borrower fails to make any payment when due under this
        Note.

        OTHER DEFAULTS. Borrower fails to comply with or to perform any other
        term, obligation, covenant or condition contained in this Note or in any
        of the related documents or to comply with or to perform any term,
        obligation, covenant or condition contained in any other agreement
        between Lender and Borrower.

        DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any Grantor defaults
        under any loan, extension of credit, security agreement, purchase or
        sales agreement, or any other agreement, in favor of any other creditor
        or person that may materially affect any of Borrower's property or
        Borrower's ability to repay this Note or perform Borrower's obligations
        under this Note or any of the related documents.

        FALSE STATEMENTS. Any warranty, representation or statement made or
        furnished to Lender by Borrower or on Borrower's behalf under this Note
        or the related documents is false or misleading in any material respect,
        either now or at the time made or furnished or becomes false or
        misleading at any time thereafter.

        INSOLVENCY. The dissolution or termination of Borrower's existence as a
        going business, the insolvency of Borrower, the appointment of a
        receiver for any part of Borrower's property, any assignment for the
        benefit of creditors, any type of creditor workout, or the commencement
        of any proceeding under any bankruptcy or insolvency laws by or against
        Borrower.

        CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
        forfeiture proceedings, whether by judicial proceeding, self-help,
        repossession or any other method, by any creditor of Borrower or by any
        governmental agency against any collateral securing the loan. This
        includes a garnishment of any of Borrower's accounts, including deposit
        accounts, with Lender. However, this Event of Default shall not apply if
        there is a good faith dispute by Borrower as to the validity or
        reasonableness of the claim which is the basis of the creditor or
        forfeiture proceeding and if Borrower gives Lender written notice of the
        creditor or forfeiture proceeding and deposits with Lender monies or a
        surety bond for the creditor or forfeiture proceeding, in an amount
        determined by Lender, in its sole discretion, as being an adequate
        reserve or bond for the dispute.

        EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
        respect to any Guarantor of any of the indebtedness or any Guarantor
        dies or becomes incompetent, or revokes or disputes the validity of, or
        liability under, any guaranty of the indebtedness evidenced by this
        Note. In the event of a death, Lender, at its option, may, but shall not
        be required to, permit the Guarantor's estate to assume unconditionally
        the obligations arising under the guaranty in a manner satisfactory to
        Lender, and, in doing so, cure any Event of Default.

        CHANGE IN OWNERSHIP**

        ADVERSE CHANGE. A material adverse change occurs in Borrower's financial
        condition, or Lender believes the prospect of payment or performance of
        this Note is impaired.

        INSECURITY. Lender in good faith believes itself insecure.

        CURE PROVISIONS. If any default, other than a default in payment is
        curable and if Borrower has not been given a notice of a breach of the
        same provision of this Note within the preceding twelve (12) months, it
        may be cured (and no event of default will have occurred) if Borrower,
        after receiving written notice from Lender demanding cure of such
        default: (1) cures the default within fifteen (15) days; or (2) if the
        cure requires more than fifteen (15) days, immediately initiates steps
        which Lender deems in Lender's sole discretion to be sufficient to cure
        the default and thereafter continues and completes all reasonable and
        necessary steps sufficient to produce compliance as soon as reasonably
        practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender that amount. This
includes, subject to any limits under applicable law, Lender's attorneys' fees
and Lender's legal expenses, whether or not there is a lawsuit, including
attorneys' fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals. Borrower also
will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY
ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST
THE OTHER.

GOVERNING LAW. THIS NOTE WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN
ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF CALIFORNIA. THIS NOTE
HAS BEEN ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to
submit to the jurisdiction of the courts of Los Angeles County, State of
California.

COLLATERAL. Borrower acknowledges this Note is secured by the following
collateral described in the security instruments listed herein: inventory,

<PAGE>
                                PROMISSORY NOTE
LOAN NO: 932900001-1              (CONTINUED)                            PAGE 3
===============================================================================

chattel paper, accounts, equipment and general intangibles described in
Commercial Security Agreements dated February 7, 2002.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under
this Note may be requested orally by Borrower or as provided in this paragraph.
All oral requests shall be confirmed in writing on the day of the request. All
communications, instructions, or directions by telephone or otherwise to Lender
are to be directed to Lender's office shown above. The following persons
currently are authorized to request advances and authorize payments under the
line of credit until Lender receives from Borrower, at Lender's address shown
above, written notice of revocation of their authority: DR. JOHN A. O'MALLEY,
CEO/CHAIRMAN OF INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.; JOHN CALOZ,
CFO/SECRETARY OF INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.; AND DONALD
HORACEK, CONTROLLER. Borrower agrees to be liable for all sums either: (A)
advanced in accordance with the instructions of an authorized person or (B)
credited to any of Borrower's accounts with Lender. The unpaid principal
balance owing on this Note at any time may be evidenced by endorsements on this
Note or by Lender's internal records, including daily computer print-outs.
Lender will have no obligation to advance funds under this Note if: (A)
borrower or any guarantor is in default under the terms of this Note or any
agreement that Borrower or any guarantor has with Lender, including any
agreement make in connection with the signing of this Note; (B) Borrower or any
guarantor ceases doing business or is insolvent; (C) any guarantor seeks,
claims or otherwise attempts to limit, modify or revoke such guarantor's
guarantee of this Note or any other loan with Lender; (D) Borrower has applied
funds provided pursuant to this Note for purposes other than those authorized
by Lender; or (E) Lender in good faith believes itself insecure.

DEPOSIT AGREEMENT SECURITY. Borrower hereby grants a security interest to
Lender in any and all deposit accounts (checking, savings, money market or
time) of Borrower at Lender, now existing or hereinafter opened, to secure its
Indebtedness hereunder. This includes all deposit accounts Borrower holds
jointly with someone else.

FINANCIAL STATEMENT CERTIFICATIONS. The undersigned hereby certifies to
California Bank & Trust ("Bank") that all financial information ("Information")
submitted to bank now and at all times during the terms of this loan does, and
will, fairly and accurately represent the financial condition of the
undersigned, all Borrowers and Guarantors. Financial information includes, but
is not limited to all business Financial Statements (including interim and
year-end financial statements that are company prepared and/or CPA-prepared,
Business Income Tax Returns, Borrowing Base Certificates, Accounts Receivable
and Accounts Payable Agings, personal Financial Statements and Personal Income
Tax Returns. The undersigned understands that the Bank will rely on all
financial information, whenever provided, and that such information is a
material inducement to Bank to make, to continue to make, or otherwise extend
credit accommodations to the undersigned. The undersigned covenants and agrees
to notify Bank of any adverse material changes in her/his/its financial
condition in the future. The undersigned further understands and acknowledges
that there are criminal penalties for giving false financial information to
federally insured financial institutions.

ADDITIONAL PROVISION FOR "SELECTION OF RATE OPTIONS" SECTION (SEE PAGE 1). The
minimum initial LIBOR advance shall be $250,000.00 and in increments of
$100,000.00 thereafter. *

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lender and its successors and assigns.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive
any applicable statute of limitations, presentment, demand for payment, and
notice of dishonor. Upon any change in the terms of this Note, and unless
otherwise expressly stated in writing, no party who signs this Note, whether as
maker, guarantor, accommodation maker or endorser, shall be released from
liability. All such parties agree that Lender may renew or extend (repeatedly
and for any length of time) this loan or release any party or guarantor or
collateral; or impair, fail to realize upon or perfect lender's security
interest in the collateral; and take any other action deemed necessary by
Lender without the consent of or notice to anyone. All such parties also agree
that Lender may modify this loan without the consent of or notice to anyone
other than the party with whom the modification is made. The obligations under
this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE

BORROWER:

BY:  /s/ John A. O'Malley               BY:  /s/ John Caloz
    ---------------------------------       -----------------------------------
     Dr. John A. O'Malley,                   John Caloz, CFO/Secretary of
     CEO of International Remote             International Remote Imaging, Inc.
     Imaging Systems, Inc.

+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

**Any acquisition of Borrower's common stock by merger, new issuance, or
otherwise, that results in one holder owning twenty-five percent (25%) or more
of such common stock.
<PAGE>
                                 PROMISSORY NOTE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
 PRINCIPAL    LOAN DATE       MATURITY    LOAN NO.  CALL/COLL    ACCOUNT    OFFICER  INITIALS
<S>           <C>           <C>         <C>        <C>         <C>          <C>      <C>
$500,00.00    02-07-2002    01-31-2007  93290001-3             932900001-3   22163   [INITIALS ILLEGIBLE]
----------------------------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the applicability of this document
to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.
----------------------------------------------------------------------------------------------------------------
</TABLE>

BORROWER: INTERNATIONAL REMOTE          LENDER: CALIFORNIA BANK & TRUST
             IMAGING SYSTEMS, INC.              COMMERCIAL LOAN CENTER
          9162 ETON AVENUE                      550 SOUTH HOPE STREET, SUITE 300
          CHATSWORTH, CA 91311                  LOS ANGELES, CA 90071
================================================================================

<TABLE>
<CAPTION>
<S>                               <C>                      <C>
PRINCIPAL AMOUNT: $500,000.00     INITIAL RATE: 4.750%     DATE OF NOTE: FEBRUARY 7, 2002
</TABLE>

PROMISE TO PAY. INTERNATIONAL REMOTE IMAGING SYSTEMS, INC. ("BORROWER") PROMISES
TO PAY TO CALIFORNIA BANK & TRUST ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE
UNITED STATES OF AMERICA, THE PRINCIPAL AMOUNT OF FIVE HUNDRED THOUSAND & 00/100
DOLLARS ($500,000.00), TOGETHER WITH INTEREST ON THE UNPAID PRINCIPAL BALANCE
FROM FEBRUARY 7, 2002, UNTIL PAID IN FULL.

PAYMENT. SUBJECT TO ANY PAYMENT CHANGES RESULTING FROM CHANGES IN THE INDEX,
BORROWER WILL PAY THIS LOAN IN 59 PRINCIPAL PAYMENTS OF $8,333.34 EACH AND ONE
FINAL PRINCIPAL AND INTEREST PAYMENT OF $8,367.02. BORROWER'S FIRST PRINCIPAL
PAYMENT IS DUE FEBRUARY 28, 2002, AND ALL SUBSEQUENT PRINCIPAL PAYMENTS ARE DUE
ON THE LAST DAY OF EACH MONTH AFTER THAT. IN ADDITION, BORROWER WILL PAY REGULAR
MONTHLY PAYMENTS OF ALL ACCRUED UNPAID INTEREST DUE AS OF EACH PAYMENT DATE,
BEGINNING FEBRUARY 28, 2002, WITH ALL SUBSEQUENT INTEREST PAYMENTS TO BE DUE ON
THE LAST DAY OF EACH MONTH AFTER THAT. BORROWER'S FINAL PAYMENT DUE JANUARY 31,
2007, WILL BE FOR ALL PRINCIPAL AND ALL ACCRUED INTEREST NOT YET PAID. UNLESS
OTHERWISE AGREED OR REQUIRED BY APPLICABLE LAW, PAYMENTS WILL BE APPLIED FIRST
TO ACCRUED UNPAID INTEREST, THEN TO PRINCIPAL, AND ANY REMAINING AMOUNT TO ANY
UNPAID COLLECTION COSTS AND LATE CHARGES. THE ANNUAL INTEREST RATE FOR THIS NOTE
IS COMPUTED ON A 365/360 BASIS; THAT IS, BY APPLYING THE RATIO OF THE ANNUAL
INTEREST RATE OVER A YEAR OF 360 DAYS, MULTIPLIED BY THE OUTSTANDING PRINCIPAL
BALANCE, MULTIPLIED BY THE ACTUAL NUMBER OF DAYS THE PRINCIPAL BALANCE IS
OUTSTANDING. BORROWER WILL PAY LENDER AT LENDER'S ADDRESS SHOWN ABOVE OR AT SUCH
OTHER PLACE AS LENDER MAY DESIGNATE IN WRITING.

VARIABLE INTEREST RATE. Subject to designation of a different interest rate
index by Borrower as provided below, the interest rate on this Note is subject
to change from time to time based on changes in an index which is the rate of
interest set from time to time by Bank as its Prime Rate. California Bank &
Trust Prime Rate is determined by Bank as a means of pricing credit extensions
to some customers and is neither tied to any external rate of interest or index
nor is it necessarily the lowest rate of interest charged by Bank at any given
time for any particular class of customers or credit extensions (the "Index").
The Index is not necessarily the lowest rate charged by Lender on its loans and
is set by Lender in its sole discretion. If the Index becomes unavailable during
the term of this loan, Lender may designate a substitute index after notifying
Borrower. Lender will tell Borrower the current Index rate upon Borrower's
request. The interest rate change will not occur more often than each day.
Borrower understands that Lender may make loans based on other rates as well.
THE INDEX CURRENTLY IS 4.750%. THE INTEREST RATE TO BE APPLIED TO THE UNPAID
PRINCIPAL BALANCE OF THIS NOTE WILL BE AT A RATE EQUAL TO THE INDEX, RESULTING
IN AN INITIAL RATE OF 4.750%. NOTICE: Under no circumstances will the interest
rate on this Note be more than the maximum rate allowed by applicable law.

INTEREST RATE OPTIONS. On the terms and subject to the conditions set forth
herein, Borrower will be able to select, from one of the following Rate Options,
an interest rate which will be applicable to a particular dollar increment of
amounts outstanding, or to be disbursed, under this Note. Principal shall be
payable as specified herein in the "Payment" section, and interest shall be
payable as specified for each Rate Option. The following Rate Options are
available to Borrower:

       (A) DEFAULT OPTION. The interest rate margin and index described in the
       "VARIABLE INTEREST RATE" paragraph herein (the "Default Option").

       (B) LONDON INTERBANK OFFERED RATE. A margin of 2.000 percentage points
       over London Interbank Offered Rate. For purposes of this Note, London
       Interbank Offered Rate shall mean the rate of interest at which deposits
       in U.S. Dollars for the relevant Interest Period is offered to first
       class banks in the London Interbank market as quoted for the mid-moving
       average LIBOR Rate as published by Telerate Systems, Inc. or such other
       publication of such rate as the holder of this Note shall reasonably
       select, two (2) Business Days prior to the commencement of the relevant
       Interest Period. An "Interest Period" is a one, two or three month period
       as selected by Borrower in a writing delivered to Lender as provided
       below. Interest based on this Rate Option is a floating rate and will
       change on and as of the date of a change in London Interbank Offered Rate
       (the "Interest Period"). Adjustments in the interest rate due to changes
       in the maximum nonusurious interest rate allowed (the "Highest Lawful
       Rate") shall be made on the effective day of any change in the Highest
       Lawful Rate. Under this Rate Option, Borrower shall make monthly interest
       payments on the same day of the month, with a final payment of all
       accrued and unpaid interest on the last day of such Interest Period and,
       in the case of an Interest Period greater than three (3) months, at three
       month (3 month) intervals after the first day of such Interest Period.

The following provisions concerning Rate Options are a part of this Note:

       SELECTION OF RATE OPTIONS. Provided Borrower is not in default under this
       Note, Borrower may request (a "Rate Request") that a $250,000.00
       increment or any amount in excess thereof (an "Increment") of the
       outstanding principal of, or amount be disbursed under, this Note bear
       interest at the selected rate. Borrower may make this Rate Request by
       telephonic notice, however no later than 10:00 AM PDT three (3) business
       days prior to the effective date of the Rate Request to permit Lender to
       quote the rate requested.*

       APPLICABLE INTEREST RATE. Borrower's Rate Request will become effective,
       and interest on the increment designated will be calculated at the rate
       (the "Effective Rate"), which Borrower requested, for the applicable
       Interest Period, subject to the following:

           (1) Notwithstanding any Rate Request, interest shall be calculated on
           the basis of the Default Option if (a) Lender, in good faith, is
           unable to ascertain the requested Rate Option by reason of
           circumstances then affecting the applicable money market or
           otherwise, (b) it becomes unlawful or impracticable for Lender to
           maintain loans based upon the requested Rate Option, or (c) Lender,
           in good faith, determines that it is impracticable to maintain loans
           based on the requested Rate Option because of increased taxes,
           regulatory costs, reserve requirements, expenses or any other costs
           or charges that affect such Rate Options. Upon the occurrence of any
           of the events described in this "Interest Rate Options" section, any
           increment to which a requested Rate Option applies shall be
           immediately (or at the option of Lender, at the end the current
           Interest Period), without further action of Lender or Borrower,
           converted to an increment to which the Default Option applies.

           (2) Borrower may have no more than a total of 3 Effective Rates
           applicable to amounts outstanding under this Note at any given time.

           (3) A Rate Request shall be effective as to amounts to be disbursed
           under this Note only if, on the effective date of the Rate Requests,
           such amounts are in fact disbursed to or for Borrower's account in
           accordance with the provisions of this Note and any related loan
           documents.

           (4) Any amounts of outstanding principal for which a Rate Request has
           not been made, or is otherwise not effective, shall bear interest
           until paid in full at the Default Option.

           (5) Any amounts of outstanding principal bearing interest based upon
           a Rate Option shall bear interest at such rate until the end of the
           Interest Period therefor, and thereafter shall bear interest based
           upon the Default Option unless a new Rate Request for a Rate Option
           complying with the terms hereof has been made and has become
           effective.


<PAGE>

                                 PROMISSORY NOTE
LOAN NO: 932900001-3               (CONTINUED)                            PAGE 2

================================================================================

           (6) If Borrower is in default under this Note ("Default"), then
           Lender shall no longer be obligated to honor any Rate Requests.

           (7) No Interest Period shall extend beyond the maturity date of this
           Note.

       NOTICES: AUTHORITY TO ACT. Borrower acknowledges and agrees that the
       agreement of Lender herein to receive certain notices by telephone is
       solely for Borrower's convenience. Lender shall be entitled to rely on
       the authority of the person purporting to be a person authorized by
       Borrower to give such notice, and Lender shall have no liability to
       Borrower on account of any action taken by Lender in reliance upon such
       telephonic notice. Borrower's obligation to repay all sums owing under
       the Note shall not be affected in any way or to any extent by any failure
       by Lender to receive written confirmation of any telephonic notice or the
       receipt by Lender of a confirmation which is at variance with the terms
       understood by Lender to be contained in the telephonic notice.

PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of
this Note, Borrower understands that Lender is entitled to a MINIMUM INTEREST
CHARGE OF $200.00. Other than Borrower's obligation to pay any minimum interest
charge, Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
under the payment schedule. Rather, early payments will reduce the principal
balance due and may result in Borrower's making fewer payments. Borrower agrees
not to send Lender payments marked "paid in full", "without recourse", or
similar language. If Borrower sends such a payment, Lender may accept it without
losing any of Lender's rights under this Note, and Borrower will remain
obligated to pay any further amount owed to Lender. All written communications
concerning disputed amounts, including any check or other payment instrument
that indicates that the payment constitutes "payment in full" of the amount owed
or that is tendered with other conditions or limitations or as full satisfaction
of a disputed amount must be mailed or delivered to: California Bank & Trust,
Commercial Loan Center, 550 South Hope Street, Suite 300, Los Angeles, CA 90071.

LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged
6.000% OF THE REGULARLY SCHEDULED PAYMENT OR $500.00, WHICHEVER IS LESS.

INTEREST AFTER DEFAULT. Upon Borrower's failure to pay all amounts declared due
pursuant to this section, including failure to pay upon final maturity, Lender,
at its option, may, if permitted under applicable law, increase the variable
interest rate on this Note to 5.000 percentage points over the Index.

DEFAULT. Each of the following shall constitute an event of default ("Event of
Default") under this Note:

       PAYMENT DEFAULT. Borrower fails to make any payment when due under this
       Note.

       OTHER DEFAULTS. Borrower fails to comply with or to perform any other
       term, obligation, covenant or condition contained in this Note or in any
       of the related documents or to comply with or to perform any term,
       obligation, covenant or condition contained in any other agreement
       between Lender and Borrower.

       DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any Grantor defaults under
       any loan, extension of credit, security agreement, purchase or sales
       agreement, or any other agreement, in favor of any other creditor or
       person that may materially affect any of Borrower's property or
       Borrower's ability to repay this Note or perform Borrower's obligations
       under this Note or any of the related documents.

       FALSE STATEMENTS. Any warranty, representation or statement made or
       furnished to Lender by Borrower or on Borrower's behalf under this Note
       or the related documents is false or misleading in any material respect,
       either now or at the time made or furnished or becomes false or
       misleading at any time thereafter.

       INSOLVENCY. The dissolution or termination of Borrower's existence as a
       going business, the insolvency of Borrower, the appointment of a receiver
       for any part of Borrower's property, any assignment for the benefit of
       creditors, any type of creditor workout, or the commencement of any
       proceeding under any bankruptcy or insolvency laws by or against
       Borrower.

       CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
       forfeiture proceedings, whether by judicial proceeding, self-help,
       repossession or any other method, by any creditor of Borrower or by any
       governmental agency against any collateral securing the loan. This
       includes a garnishment of any of Borrower's accounts, including deposit
       accounts, with Lender. However, this Event of Default shall not apply if
       there is a good faith dispute by Borrower as to the validity or
       reasonableness of the claim which is the basis of the creditor or
       forfeiture proceeding and if Borrower gives Lender written notice of the
       creditor or forfeiture proceeding and deposits with Lender monies or a
       surety bond for the creditor or forfeiture proceeding, in an amount
       determined by Lender, in its sole discretion, as being an adequate
       reserve or bond for the dispute.

       EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
       respect to any Guarantor of any of the indebtedness or any Guarantor dies
       or becomes incompetent, or revokes or disputes the validity of, or
       liability under, any guaranty of the indebtedness evidenced by this Note.
       In the event of a death, Lender, at its option, may, but shall not be
       required to, permit the Guarantor's estate to assume unconditionally the
       obligations arising under the guaranty in a manner satisfactory to
       Lender, and, in doing so, cure any Event of Default.

       CHANGE IN OWNERSHIP.**

       ADVERSE CHANGE. A material adverse change occurs in Borrower's financial
       condition, or Lender believes the prospect of payment or performance of
       this Note is impaired.

       INSECURITY. Lender in good faith believes itself insecure.

       CURE PROVISIONS. If any default, other than a default in payment is
       curable and if Borrower has not been given a notice of a breach of the
       same provision of this Note within the preceding twelve (12) months, it
       may be cured (and no event of default will have occurred) if Borrower,
       after receiving written notice from Lender demanding cure of such
       default: (1) cures the default within fifteen (15) days; or (2) if the
       cure requires more than fifteen (15) days, immediately initiates steps
       which Lender deems in Lender's sole discretion to be sufficient to cure
       the default and thereafter continues and completes all reasonable and
       necessary steps sufficient to produce compliance as soon as reasonably
       practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender that amount. This
includes, subject to any limits under applicable law, Lender's attorneys' fees
and Lender's legal expenses, whether or not there is a lawsuit, including
attorneys' fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals. Borrower also
will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY
ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST
THE OTHER.

GOVERNING LAW. THIS NOTE WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN
ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF CALIFORNIA. THIS NOTE
HAS BEEN ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to
submit to the jurisdiction of the courts of Los Angeles County,



<PAGE>
                                PROMISSORY NOTE
LOAN NO. 93290001-3               (CONTINUED)                             PAGE 3
================================================================================

State of California.

COLLATERAL. Borrower acknowledges this Note is secured by the following
collateral described in the security instrument listed herein: inventory,
chattel paper, accounts, equipment and general intangibles described in a
Commercial Security Agreement dated February 7, 2002.

DEPOSIT AGREEMENT SECURITY. Borrower hereby grants a security interest to
Lender in any and all deposit accounts (checking, savings, money market or time)
of Borrower at Lender, now existing or hereinafter opened, to secure its
indebtedness hereunder. This includes all deposit accounts Borrower holds
jointly with someone else.

FINANCIAL STATEMENT CERTIFICATIONS. The undersigned hereby certifies to
California Bank & Trust ("Bank") that all financial information ("Information")
submitted to Bank now and at all times during the terms of this loan does, and
will, fairly and accurately represent the financial condition of the
undersigned, all Borrowers and Guarantors. Financial Information includes, but
it is not limited to all Business Financial Statements (including Interim and
Year-End financial statements that are company prepared and/or CPA-prepared),
Business Income Tax Returns, Borrowing Base Certificates, Accounts Receivable
and Accounts Payable Agings, Personal Financial Statements and Personal Income
Tax Returns. The undersigned understands that the Bank will rely on all
financial information, whenever provided, and that such information is a
material inducement to Bank to make, to continue to make, or otherwise extend
credit accommodations to the undersigned. The undersigned covenants and agrees
to notify Bank of any adverse material changes in her/his/its financial
condition in the future. The undersigned further understands and acknowledges
that there are criminal penalties for giving false financial information to
federally insured financial institutions.

ADDITIONAL PROVISION FOR "SELECTION OF RATE OPTION" SECTION (SEE PAGE 1). The
minimum initial LIBOR advance shall be $250,000.00 and in increments of
$100,000.00 thereafter.*

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs, personal representatives, successors and assigns, and
shall insure to the benefit of Lender and its successor and assigns.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive
any applicable statute of limitations, presentment, demand for payment, and
notice of dishonor. Upon any change in the terms of this Note, and unless
otherwise expressly stated in writing, no party who signs this Note, whether as
a maker, guarantor, accommodation maker or endorser, shall be released from
liability. All such parties agree that Lender may renew or extend (repeatedly
and for any length of time) this loan or release any party or guarantor or
collateral; or impair, fail to realize upon or perfect Lender's security
interest in the collateral; and take any other action deemed necessary by
Lender without the consent of or notice to anyone. All such parties also agree
that Lender may modify this loan without the consent of or notice to anyone
other than the party with whom the modification is made. The obligations under
this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:


INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.

By:/s/ Dr. John A. O'Malley                   By:/s/ John Caloz
   ----------------------------                  ----------------------------
   Dr. John A. O'Malley, CEO of                  John Caloz, CFO/Secretary of
   International Remote Imaging                  International Remote Imaging
   Systems, Inc.                                 Systems, Inc.

** Any acquisition of Borrower's common stock by merger, new issuance, or
   otherwise, that results in one holder owning twenty-five percent (25%) or
   more of such common stock.
<PAGE>

                                PROMISSORY NOTE

<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------------------------
  PRINCIPAL       LOAN DATE       MATURITY        LOAN NO          CALL/COLL     ACCOUNT          OFFICER    INITIALS
<S>               <C>             <C>             <C>              <C>           <C>              <C>        <C>
$1,000,000.00     02-07-2002      02-28-2007      932900001-4                    932900001-4      22163      [INITIALS ILLEGIBLE]
----------------------------------------------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the applicability of this document
to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

BORROWER:  INTERNATIONAL REMOTE        LENDER:  CALIFORNIA BANK & TRUST
              IMAGING SYSTEMS, INC.             COMMERCIAL LOAN CENTER
           9162 ETON AVENUE                     550 SOUTH HOPE STREET, SUITE 300
           CHATSWORTH, CA 91311                 LOS ANGELES, CA 90071
================================================================================

<TABLE>
<S>                                     <C>                         <C>
PRINCIPAL AMOUNT: $1,000,000.00         INITIAL RATE: 4.750%        DATE OF NOTE: FEBRUARY 7, 2002
</TABLE>

PROMISE TO PAY. INTERNATIONAL REMOTE IMAGING SYSTEMS, INC. ("BORROWER") PROMISES
TO PAY TO CALIFORNIA BANK & TRUST ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE
UNITED STATES OF AMERICA, THE PRINCIPAL AMOUNT OF ONE MILLION & 00/100 DOLLARS
($1,000,000.00) OR SO MUCH AS MAY BE OUTSTANDING, TOGETHER WITH INTEREST ON THE
UNPAID OUTSTANDING PRINCIPAL BALANCE OF EACH ADVANCE. INTEREST SHALL BE
CALCULATED FROM THE DATE OF EACH ADVANCE UNTIL REPAYMENT OF EACH ADVANCE.

PAYMENT. BORROWER WILL PAY THIS LOAN IN ACCORDANCE WITH THE FOLLOWING PAYMENT
SCHEDULE:

      SUBJECT TO ANY PAYMENT CHANGES RESULTING FROM CHANGES IN THE INDEX,
      BORROWER WILL PAY 12 CONSECUTIVE MONTHLY PAYMENTS OF ACCRUED UNPAID
      INTEREST, BEGINNING FEBRUARY 28, 2002 FOLLOWED BY 48 PRINCIPAL PLUS
      INTEREST PAYMENTS. BORROWER'S FIRST PRINCIPAL PLUS INTEREST IS DUE
      FEBRUARY 28, 2003, AND ALL SUBSEQUENT PRINCIPAL PLUS ACCRUED INTEREST
      PAYMENTS ARE DUE ON THE SAME DAY OF EACH MONTH AFTER THAT. BORROWER'S
      FINAL PAYMENT DUE FEBRUARY 28, 2007, WILL BE FOR ALL PRINCIPAL AND ACCRUED
      INTEREST NOT YET PAID.

UNLESS OTHERWISE AGREED OR REQUIRED BY APPLICABLE LAW, PAYMENTS WILL BE APPLIED
FIRST TO ACCRUED UNPAID INTEREST, THEN TO PRINCIPAL, AND ANY REMAINING AMOUNT TO
ANY UNPAID COLLECTION COSTS AND LATE CHARGES. THE ANNUAL INTEREST RATE FOR THIS
NOTE IS COMPUTED ON A 365/360 BASIS; THAT IS, BY APPLYING THE RATIO OF THE
ANNUAL INTEREST RATE OVER A YEAR OF 360 DAYS, MULTIPLIED BY THE OUTSTANDING
PRINCIPAL BALANCE, MULTIPLIED BY THE ACTUAL NUMBER OF DAYS THE PRINCIPAL BALANCE
IS OUTSTANDING. BORROWER WILL PAY LENDER AT LENDER'S ADDRESS SHOWN ABOVE OR AT
SUCH OTHER PLACE AS LENDER MAY DESIGNATE IN WRITING.

VARIABLE INTEREST RATE. Subject to designation of a different interest rate
index by Borrower as provided below, the interest rate on this Note is subject
to change from time to time based on changes in an index which is the rate of
interest set from time to time by Bank as its Prime Rate. California Bank &
Trust Prime Rate is determined by Bank as a means of pricing credit extensions
to some customers and is neither tied to any external rate of interest or index
nor is it necessarily the lowest rate of interest charged by Bank at any given
time for any particular class of customers or credit extensions (the "Index").
The Index is not necessarily the lowest rate charged by Lender on its loans and
is set by Lender in its sole discretion. If the Index becomes unavailable during
the term of this loan, Lender may designate a substitute index after notifying
Borrower. Lender will tell Borrower the current Index rate upon Borrower's
request. The interest rate change will not occur more often than each day.
Borrower understands that Lender may make loans based on other rates as well.
THE INDEX CURRENTLY IS 4.750%. THE INTEREST RATE TO BE APPLIED TO THE UNPAID
PRINCIPAL BALANCE OF THIS A NOTE WILL BE AT A RATE EQUAL TO THE INDEX, RESULTING
IN AN INITIAL RATE OF 4.750%. NOTICE: Under no circumstances will the interest
rate on this Note be more than the maximum rate allowed by applicable law.

INTEREST RATE OPTIONS. On the terms and subject to the conditions set forth
herein, Borrower will be able to select, from one of the following Rate Options,
an interest rate which will be applicable to a particular dollar increment of
amounts outstanding, or to be disbursed, under this Note. Principal shall be
payable as specified herein in the "Payment" section, and interest shall be
payable as specified for each Rate Option. The following Rate Options are
available to Borrower:

      (A) DEFAULT OPTION. The interest rate margin and index described in the
      "VARIABLE INTEREST RATE" paragraph herein (the "Default Option").

      (B) LONDON INTERBANK OFFERED RATE. A margin of 2.000 percentage points
      over London Interbank Offered Rate. For purposes of this Note, low London
      Interbank Offered Rate shall mean the rate of interest at which deposits
      in U.S. Dollars for the relevant Interest Period is offered to first class
      banks in the London Interbank market as quoted for the mid-moving average
      LIBOR Rate as published by Telerate Systems, Inc. or such other
      publication of such rate as the holder of this Note shall reasonably
      select, two (2) Business Days prior to the commencement of the relevant
      Interest Period. An "Interest Period" is a one, two or three month period
      as selected by Borrower in a writing delivered to Lender as provided
      below. Interest based on this Rate Option is a floating rate and will
      change on and as of the date of a change in London Interbank Offered Rate
      (the "Interest Period"). Adjustments in the interest rate due to changes
      in the maximum nonusurious interest rate allowed (the "Highest Lawful
      Rate") shall be made on the effective day of any change in the Highest
      Lawful Rate. Under this Rate Option, Borrower shall make monthly interest
      payments on the same day of the month, with a final payment of all accrued
      and unpaid interest on the last day of such Interest Period and, in the
      case of an Interest Period greater than three (3) months, at three month
      (3 month) intervals after the first day of such Interest Period.

The following provisions concerning Rate Options are a part of this Note:

      SELECTION OF RATE OPTIONS. Provided Borrower is not in default under this
      Note, Borrower may request (a "Rate Request") that a $250,000.00 increment
      or any amount in excess thereof (an "Increment") of the outstanding
      principal of, or amounts to be disbursed under, this Note bear interest at
      the selected rate. Borrower may make this Rate Request by telephonic
      notice, however no later than 10:00 AM PDT three (3) business days prior
      to the effective date of the Rate Request to permit Lender to quote the
      rate requested.*

      APPLICABLE INTEREST RATE. Borrower's Rate Request will become effective,
      and interest on the increment designated will be calculated at the rate
      (the "Effective Rate"), which Borrower requested, for the applicable
      Interest Period, subject to the following:

            (1) Notwithstanding any Rate Request, interest shall be calculated
            on the basis of the Default Option if (a) Lender, in good faith, is
            unable to ascertain the requested Rate Option by reason of
            circumstances then affecting the applicable money market or
            otherwise, (b) it becomes unlawful or impracticable for Lender to
            maintain loans based upon the requested Rate Option, or (c) Lender,
            in good faith, determines that it is impracticable to maintain loans
            based on the requested Rate Option because of increased taxes,
            regulatory costs, reserve requirements, expenses or any other costs
            or charges that affect such Rate Options. Upon the occurrence of any
            of the events described in this "Interest Rate Options" section, any
            increment to which a requested Rate Option applies shall be
            immediately (or at the option of Lender, at the end the current
            Interest Period), without further action of Lender or Borrower,
            converted to an increment to which the Default Option applies.

            (2) Borrower may have no more than a total of 3 Effective Rates
            applicable to amounts outstanding under this Note at any given time.

            (3) A Rate Request shall be effective as to amounts to be disbursed
            under this Note only if, on the effective date of the Rate Requests,
            such amounts are in fact disbursed to or for Borrower's account in
            accordance with the provisions of this Note and any related loan
            documents.

            (4) Any amounts of outstanding principal for which a Rate Request
            has not been made, or is otherwise not effective, shall bear
            interest until paid in full at the Default Option.

            (5) Any amounts of outstanding principal bearing interest based upon
            a Rate Option shall bear interest at such rate until the end of the


<PAGE>

                                 PROMISSORY NOTE
LOAN NO: 932900001-4               (CONTINUED)                            PAGE 2

================================================================================

            Interest Period therefor, and thereafter shall bear interest based
            upon the Default Option unless a new Rate Request for a Rate Option
            complying with the terms hereof has been made and has become
            effective.

            (6) If Borrower is in default under this Note ("Default"), then
            Lender shall no longer be obligated to honor any Rate Requests.

            (7) No Interest Period shall extend beyond the maturity date of this
            Note.

      NOTICES: AUTHORITY TO ACT. Borrower acknowledges and agrees that the
      agreement of Lender herein to receive certain notices by telephone is
      solely for Borrower's convenience. Lender shall be entitled to rely on the
      authority of the person purporting to be a person authorized by Borrower
      to give such notice, and Lender shall have no liability to Borrower on
      account of any action taken by Lender in reliance upon such telephonic
      notice. Borrower's obligation to repay all sums owing under the Note shall
      not be affected in any way or to any extent by any failure by Lender to
      receive written confirmation of any telephonic notice or the receipt by
      Lender of a confirmation which is at variance with the terms understood by
      Lender to be contained in the telephonic notice.

PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of
this Note, Borrower understands that Lender is entitled to a MINIMUM INTEREST
CHARGE OF $200.00. Other than Borrower's obligation to pay any minimum interest
charge, Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
of accrued unpaid interest. Rather, early payments will reduce the principal
balance due. Borrower agrees not to send Lender payments marked "paid in full",
"without recourse", or similar language. If Borrower sends such a payment,
Lender may accept it without losing any of Lender's rights under this Note, and
Borrower will remain obligated to pay any further amount owed to Lender. All
written communications concerning disputed amounts, including any check or other
payment instrument that indicates that the payment constitutes "payment in full"
of the amount owed or that is tendered with other conditions or limitations or
as full satisfaction of a disputed amount must be mailed or delivered to:
California Bank & Trust, Commercial Loan Center, 550 South Hope Street, Suite
300, Los Angeles, CA 90071.

LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged
6.000% OF THE REGULARLY SCHEDULED PAYMENT OR $500.00, WHICHEVER IS LESS.

INTEREST AFTER DEFAULT. Upon Borrower's failure to pay all amounts declared due
pursuant to this section, including failure to pay upon final maturity, Lender,
at its option, may, if permitted under applicable law, increase the variable
interest rate on this Note to 5.000 percentage points over the Index.

DEFAULT. Each of the following shall constitute an event of default ("Event of
Default") under this Note:

      PAYMENT DEFAULT. Borrower fails to make any payment when due under this
      Note.

      OTHER DEFAULTS. Borrower fails to comply with or to perform any other
      term, obligation, covenant or condition contained in this Note or in any
      of the related documents or to comply with or to perform any term,
      obligation, covenant or condition contained in any other agreement between
      Lender and Borrower.

      DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any Grantor defaults under
      any loan, extension of credit, security agreement, purchase or sales
      agreement, or any other agreement, in favor of any other creditor or
      person that may materially affect any of Borrower's property or Borrower's
      ability to repay this Note or perform Borrower's obligations under this
      Note or any of the related documents.

      FALSE STATEMENTS. Any warranty, representation or statement made or
      furnished to Lender by Borrower or on Borrower's behalf under this Note or
      the related documents is false or misleading in any material respect,
      either now or at the time made or furnished or becomes false or misleading
      at any time thereafter.

      INSOLVENCY. The dissolution or termination of Borrower's existence as a
      going business, the insolvency of Borrower, the appointment of a receiver
      for any part of Borrower's property, any assignment for the benefit of
      creditors, any type of creditor workout, or the commencement of any
      proceeding under any bankruptcy or insolvency laws by or against Borrower.

      CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
      forfeiture proceedings, whether by judicial proceeding, self-help,
      repossession or any other method, by any creditor of Borrower or by any
      governmental agency against any collateral securing the loan. This
      includes a garnishment of any of Borrower's accounts, including deposit
      accounts, with Lender. However, this Event of Default shall not apply if
      there is a good faith dispute by Borrower as to the validity or
      reasonableness of the claim which is the basis of the creditor or
      forfeiture proceeding and if Borrower gives Lender written notice of the
      creditor or forfeiture proceeding and deposits with Lender monies or a
      surety bond for the creditor or forfeiture proceeding, in an amount
      determined by Lender, in its sole discretion, as being an adequate reserve
      or bond for the dispute.

      EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
      respect to any Guarantor of any of the indebtedness or any Guarantor dies
      or becomes incompetent, or revokes or disputes the validity of, or
      liability under, any guaranty of the indebtedness evidenced by this Note.
      In the event of a death, Lender, at its option, may, but shall not be
      required to, permit the Guarantor's estate to assume unconditionally the
      obligations arising under the guaranty in a manner satisfactory to Lender,
      and, in doing so, cure any Event of Default.

      CHANGE IN OWNERSHIP.**

      ADVERSE CHANGE. A material adverse change occurs in Borrower's financial
      condition, or Lender believes the prospect of payment or performance of
      this Note is impaired.

      INSECURITY. Lender in good faith believes itself insecure.

      CURE PROVISIONS. If any default, other than a default in payment is
      curable and if Borrower has not been given a notice of a breach of the
      same provision of this Note within the preceding twelve (12) months, it
      may be cured (and no event of default will have occurred) if Borrower,
      after receiving written notice from Lender demanding cure of such default:
      (1) cures the default within fifteen (15) days; or (2) if the cure
      requires more than fifteen (15) days, immediately initiates steps which
      Lender deems in Lender's sole discretion to be sufficient to cure the
      default and thereafter continues and completes all reasonable and
      necessary steps sufficient to produce compliance as soon as reasonably
      practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender that amount. This
includes, subject to any limits under applicable law, Lender's attorneys' fees
and Lender's legal expenses, whether or not there is a lawsuit, including
attorneys' fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals. Borrower also
will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY
ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST
THE OTHER.

GOVERNING LAW. THIS NOTE WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN
ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF CALIFORNIA. THIS NOTE
HAS BEEN ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA.
<PAGE>
                                PROMISSORY NOTE
LOAN NO: 932900001-4                   (CONTINUED)                        PAGE 3
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CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request
to submit to the jurisdiction of the courts of Los Angeles County, State of
California.

COLLATERAL. Borrower acknowledges this Note is secured by the following
collateral described in the security instrument listed herein: inventory,
chattel paper, accounts, equipment and general intangibles described in a
Commercial Security Agreement dated February 7, 2002.

LINE OF CREDIT. This Note evidences a straight line of credit. Once the total
amount of principal has been advanced, Borrower is not entitled to further loan
advances. Advances under this Note may be requested either orally or in writing
by Borrower or as provided in this paragraph. Lender may, but need not, require
that all oral requests be confirmed in writing. All communications,
instructions, or directions by telephone or otherwise to Lender are to be
directed to Lender's office shown above. The following persons currently are
authorized to request advances and authorize payments under the line of credit
until Lender receives from Borrower, at Lender's address shown above, written
notice of revocation of their authority: DR. JOHN A. O'MALLEY, CEO/CHAIRMAN OF
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.; JOHN CALOZ, CFO/SECRETARY OF
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.; AND DONALD HORACEK, CONTROLLER OF
ADVANCED DIGITAL IMAGING RESEARCH, LLC. Borrower agrees to be liable for all
sums either: (A) advanced in accordance with the instructions of an authorized
person or (B) credited to any of Borrower's accounts with Lender. The unpaid
principal balance owing on this Note at any time may be evidenced by
endorsements on this Note or by Lender's internal records, including daily
computer print-outs. Lender will have no obligation to advance funds under this
Note if: (A) Borrower or any guarantor is in default under the terms of this
Note or any agreement that Borrower or any guarantor has with Lender, including
any agreement made in connection with the signing of this Note; (B) Borrower or
any guarantor ceases doing business or is insolvent; (C) any guarantor seeks,
claims or otherwise attempts to limit, modify or revoke such guarantor's
guarantee of this Note or any other loan with Lender; (D) Borrower has applied
funds provided pursuant to this Note for purposes other than those authorized
by Lender; or (E) Lender in good faith believes itself insecure.

DEPOSIT AGREEMENT SECURITY. Borrower hereby grants a security interest  to
Lender in any and all deposit accounts (checking, savings, money market or
time) of Borrower at Lender, now existing or hereinafter opened, to secure its
indebtedness hereunder. This includes all deposit accounts Borrower holds
jointly with someone else.

FINANCIAL STATEMENT CERTIFICATIONS. The undersigned hereby certifies to
California Bank & Trust ("Bank") that all financial information ("Information")
submitted to Bank now and at all times during the terms of this loan does, and
will, fairly and accurately represent the financial condition of the
undersigned, all Borrowers and Guarantors. Financial Information includes, but
is not limited to all Business Financial Statements (including Interim and
Year-End financial statements that are company prepared and/or CPA-prepared),
Business Income Tax Returns, Borrowing Base Certificates, Accounts Receivable
and Accounts Payable Agings, Personal Financial Statements and Personal Income
Tax Returns. The undersigned understand that the Bank will rely on all financial
information, whenever provided, and that such information is a material
inducement to Bank to make, to continue to make, or otherwise extend credit
accommodations to the undersigned. The undersigned covenants and agrees to
notify Bank of any adverse material changes in her/his/its financial condition
in the future. The undersigned further understands and acknowledges that there
are criminal penalties for giving false financial information to federally
insured financial institutions.

TERM OUT OF NON-REVOLVING LINE OF CREDIT. Borrower covenants and agrees with
Lender, that upon the end of the twelve (12) month interest only payment
period, the non-revolving feature of this loan will be discontinued and the
loan balance will be converted to a forty-eight (48) month installment loan,
with payments of Principal plus accrued interest at an interest rate based on
selected interest rate as per the options described in the "Interest Rate
Options" Section of this Note.

LOAN AGREEMENT. This Note is subject to the terms and conditions of that Loan
Agreement executed by Borrower in favor of Lender on February 7, 2002.

ADDITIONAL PROVISION FOR "SELECTION OF RATE OPTIONS" SECTION (SEE PAGE 1). The
minimum initial LIBOR advance shall be $250,000.00 and in increments of
$100,000.00 thereafter.*

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lender and its successors and assigns.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive
any applicable statute of limitations, presentment, demand for payment, and
notice of dishonor. Upon any change in the terms of this Note, and unless
otherwise expressly stated in writing, no party who signs this Note, whether as
maker, guarantor, accommodation maker or endorser, shall be released from
liability. All such parties agree that Lender may renew or extend (repeatedly
and for any length of time) this loan or release any party or guarantor or
collateral; or impair, fail to realize upon or perfect Lender's security
interest in the collateral; and take any other action deemed necessary by
Lender without the consent of or notice to anyone. All such parties also agree
that Lender may modify this loan without the consent of or notice to anyone
other than the party with whom the modification is made. The obligations under
this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:


INTERNATIONAL REMOTE IMAGING SYSTEMS INC.

By: /s/ John A. O'Malley                   By:  /s/ John Caloz
   ------------------------------------       ----------------------------------
    DR. JOHN A. O'MALLEY, CEO/CHAIRMAN          JOHN CALOZ, CFO/SECRETARY OF
    OF INTERNATIONAL REMOTE IMAGING             INTERNATIONAL REMOTE IMAGING
    SYSTEMS, INC.                               SYSTEMS, INC.


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**   Any acquisition of Borrower's common stock by merger, new issuance, or
     otherwise, that results in one holder owning twenty-five percent (25%) or
     more of such common stock.