PUT AND CALL AGREEMENT

         This PUT AND  CALL  AGREEMENT,  dated  as of  August  ___,  2000  (this
"Agreement"),  is entered into by and between  Premier  Laser  Systems,  Inc., a
California  corporation  ("Premier"),  and MediVision  Medical  Imaging Ltd., an
Israeli corporation ("MediVision").

                                   WITNESSETH:

         WHEREAS,   Premier,   MediVision  and  Ophthalmic  Imaging  Systems,  a
California  corporation,   are  parties  to  that  certain  Securities  Purchase
Agreement dated as of July 13, 2000 (the "Purchase Agreement") pursuant to which
MediVision is acquiring from Premier,  on the date hereof, the Premier Debt, the
Premier  Shares and the  Premier  Inventory  (as such  terms are  defined in the
Purchase  Agreement;  all capitalized  terms not defined in this Agreement shall
have the meanings ascribed to them in the Purchase Agreement);

         WHEREAS,  under  the  terms  of the  Purchase  Agreement,  part  of the
purchase  price  for the  Premier  Debt,  the  Premier  Shares  and the  Premier
Inventory is to be paid by MediVision  to Premier in the form of the  MediVision
Shares; and

         WHEREAS,  the  Purchase  Agreement  contemplates  the creation of a put
option in favor of Premier with regard to the MediVision Shares and the creation
of a call option in favor of MediVision  with regard to the  MediVision  Shares,
all in accordance with and subject to the terms of this Agreement.

         NOW,  THEREFORE,   in  consideration  of  the  mutual  representations,
warranties, promises and covenants set forth herein, the parties hereto agree as
follows:

                                   0ARTICLE I

                                   PUT OPTION

         1.1. Sale of MediVision Shares; Put Option. At any time during the five
(5) week period  commencing on September 22, 2000 and  terminating  at 5:00 p.m.
New York City time on October 27, 2000 (the "Sale Period"), Premier may sell all
or any portion of the MediVision Shares to one or more unaffiliated  third party
in bona fide arm's-length market transactions on the Brussels EURO.N.M., subject
to the restrictions on sale set forth in Section 1.2 below. In the event Premier
fails to realize One Million Dollars  ($1,000,000.00) of gross proceeds from the
sale of  MediVision  Shares  during  the Sale  Period,  MediVision  shall,  on a
mutually  acceptable  date which is no later than five (5)  business  days after
Premier's  written demand  therefor after the expiration of the Sale Period (the
"Put Option Closing Date"),  which demand,  signed and verified by an authorized
officer of Premier,  shall  describe  in  reasonable  detail any gross  proceeds
realized upon such sale, pay to Premier,  in cash, an amount equal to the excess
of (a) One Million Dollars  ($1,000,000.00) over (b) the gross sale price of the
MediVision Shares realized by Premier (the "Put Price").  The foregoing shall be
subject to reasonable  verification  by  MediVision.  Nothing  contained in this
Agreement shall obligate  Premier to sell any MediVision  Shares during the Sale
Period.  In furtherance of and not in limitation of the

<PAGE>

foregoing,  in the event that Premier does not sell any MediVision Shares during
the Sale Period, MediVision shall, within five (5) business days after Premier's
written demand therefor after the expiration of Sale Period,  pay to Premier One
Million  Dollars  ($1,000,000.00)  in cash  (the  foregoing  rights  of  Premier
described  in this  Section 1.1 shall be referred  to  collectively  as the "Put
Option").  On the Put Option  Closing Date, in  consideration  for  MediVision's
payment of the Put Price to Premier,  Premier shall  deliver to  MediVision  all
unsold  MediVision  Shares duly endorsed in blank or accompanied by stock powers
duly executed in blank and bearing all necessary  stock transfer  stamps affixed
thereto, sufficient to transfer the MediVision Shares to MediVision on the books
of MediVision.  1.2.  Restrictions of Sale of MediVision  Shares.  Premier shall
hold solely for its own account and shall not sell, transfer,  assign,  deliver,
pledge or any manner dispose of any of the MediVision Shares for a period of six
(6) weeks from the date  hereof;  weekly sales  thereafter  are not to exceed an
aggregate of twenty percent (20%) of the number of MediVision  Shares  delivered
to Premier  pursuant to the  Purchase  Agreement.  1.3.  Delivery of Shares.  If
MediVision   shall  not  have   delivered  to  Premier   registered  and  freely
transferable  MediVision Shares by September 22, 2000,  MediVision shall, within
five (5) business days after Premier's  written demand therefor,  pay to Premier
One Million Dollars ($1,000,000) in cash (the "MediVision Share Payment").

         1.4. Letter of Credit.  MediVision shall deliver to Premier a Letter of
Credit in the amount of up to $1,000,000  securing the obligations of MediVision
to Premier with regard to the Put Option or the MediVision Share Payment, as the
case may be,  substantially  in the form attached  hereto as Exhibit A, upon the
payment by Premier of up to $10,000 of  expenses  and bank fees  relating to the
issuance thereof.

                                   ARTICLE II

                                   CALL OPTION

         2.1.  Call  Option.  At any time from the date hereof,  MediVision  may
elect to  repurchase  any unsold  MediVision  Shares (the "Unsold  Shares") from
Premier for an amount equal to (a) One Million Dollars  ($1,000,000.00) in cash,
less (b) any gross  proceeds  realized  by Premier  from its prior  sales of the
MediVision Shares (the "Call Price"),  as reasonably verified by MediVision (the
"Call Option").  Such Call Option shall be exercised by written notice delivered
by MediVision  to Premier (the "Call Option  Notice").  In the event  MediVision
exercises the Call Option,  the closing of the transaction  shall occur no later
than ten (10) days after Premier's receipt of the Call Option Notice,  whereupon
MediVision shall deliver the Call Price to Premier and Premier shall deliver the
Unsold  Shares to  MediVision  duly  endorsed in blank or  accompanied  by stock
powers duly executed in blank and bearing all necessary  stock  transfer  stamps
affixed thereto,  sufficient to transfer the MediVision  Shares to MediVision on
the books of MediVision.

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<PAGE>

                                  ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF MEDIVISION

         MediVision hereby represents and warrants to Premier as follows:

         3.1.  Power and  Capacity;  Authorization.  MediVision is a corporation
duly organized,  validly existing and in good standing under the laws of Israel.
MediVision  has full  corporate  power and  authority to conduct its business as
presently conducted by it and to own, lease or operate its assets and properties
as  presently  owned,  leased and operated by it and to execute and deliver this
Agreement and to consummate the transactions  contemplated hereby. The execution
and  delivery  of  this  Agreement  and  the  consummation  of the  transactions
contemplated  hereby have been duly and validly authorized by MediVision's board
of directors  or other  governing  body and no other  corporate  proceedings  by
MediVision  are  necessary to authorize  this  Agreement  or to  consummate  the
transactions  contemplated  hereby.  This  Agreement  has been duly and  validly
executed and delivered by MediVision and, assuming this Agreement  constitutes a
legal,  valid  and  binding  obligation  of  each  of the  other  party  hereto,
constitutes  a legal,  valid and binding  agreement of  MediVision,  enforceable
against MediVision in accordance with its terms (subject,  as to the enforcement
of remedies, to applicable bankruptcy,  reorganization,  insolvency,  moratorium
and similar laws affecting creditors' rights, and, with respect to the remedy of
specific performance, equitable doctrines applicable thereto).

         3.2. No Conflicts.  The  execution,  delivery and  performance  of this
Agreement  by  MediVision  will not (a)  constitute a breach or violation of any
provisions of  MediVision's  articles of  incorporation  or bylaws or comparable
charter  documents,  (b)  result in a  violation  of any law,  rule,  ordinance,
regulation,  order,  judgment or decree  applicable to or by which MediVision or
any of its assets or  properties  is bound,  or (c) conflict with or result in a
breach of or default (or any event which,  with the giving of notice or lapse of
time or both,  would  constitute a breach or default) under any mortgage,  lien,
lease, license, permit, agreement, contract or instrument to which MediVision is
a party or by which  MediVision  or any of its  assets or  properties  is bound,
which  conflict,  breach or default would have a material  adverse effect on the
ability of MediVision to perform its obligations under this Agreement.

         3.3. Capitalization. The authorized capital stock of MediVision, on the
date hereof,  consists of 10,000,000  shares of common stock, of which 5,420,000
shares are issued and  outstanding.  The rights,  preferences  and privileges of
such shares are as set forth in its Articles of Incorporation, as amended.

         3.4. Issuance of Stock. The MediVision Shares have been duly authorized
by all  necessary  corporate  action and,  when paid for or issued in accordance
with the terms hereof and the Purchase Agreement, the MediVision Shares shall be
validly  issued  and  outstanding,  fully  paid and  nonassessable.

         3.5. Filed Documents; Financial Statements. The MediVision Shares shall
be duly  registered for public sale pursuant to the  securities  laws of Belgium
(the "Belgian Laws").  As of their respective  dates, all filings required to be
made by MediVision under the Belgian Laws to

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<PAGE>

register the MediVision Shares and all additional filings required to be made by
MediVision  under the Belgian Laws with respect to the  MediVision  Shares shall
comply in all material respects with the requirements of the Belgian Laws.

                                   ARTICLE IV

                              COVENANTS OF PREMIER

4.1.  Compliance with Securities Laws.  Premier shall comply with all applicable
Belgian  Laws in  connection  with the  acquisition  of the  MediVision  Shares,
including but not limited to, the delivery of such instruments, undertakings and
documents  as shall be  necessary  or  customary  to effect the  delivery of the
MediVision Shares by MediVision to Premier.

                                   ARTICLE V

                                  MISCELLANEOUS

         5.1.  Governing Law. This Agreement shall be governed by, and construed
in accordance  with, the laws of the State of California  (without giving effect
to conflicts of law principles thereof).

         5.2. Remedies  Cumulative.  Except as may otherwise be provided herein,
the  remedies  provided  herein  shall be  cumulative  and  shall  not  preclude
assertion  by any party  hereto of any other  rights or the seeking of any other
remedies against any other party hereto.

         5.3. Severability.  Whenever possible, each provision of this Agreement
shall be  interpreted  in such a  manner  as to be  effective  and  valid  under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provisions shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provision or the remaining provisions of this Agreement.

         5.4. Notices.  Notices required under this Agreement shall be deemed to
have been  adequately  given if delivered in person or sent to the  recipient at
its address (or facsimile number, as the case may be) set forth on the signature
page hereto or such other address as such party may from time to time  designate
in writing by certified mail (return receipt requested),  facsimile or overnight
courier in the manner provided in the Purchase Agreement.

         5.5. Amendments and Waivers.

            (a) Any provision of this Agreement may be amended or waived if, but
only if, such  amendment  or waiver is in writing and signed,  in the case of an
amendment,  by each of the parties  hereto,  or in the case of a waiver,  by the
party against whom the waiver is to be effective.

            (b) No waiver by a party of any default, misrepresentation or breach
of a warranty or covenant hereunder, whether intentional or not, shall be deemed
to extend to any

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<PAGE>

prior or  subsequent  default,  misrepresentation  or  breach of a  warranty  or
covenant  hereunder  or affect in any way any  rights  arising  by virtue of any
prior or  subsequent  occurrence.  No  failure  or delay  by a party  hereto  in
exercising  any right,  power or privilege  hereunder  shall operate as a waiver
thereof nor shall any single or partial  exercise  thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.

         5.6. Survival.  All  representations and warranties made by the parties
contained  in  this  Agreement  and the  respective  covenants,  agreements  and
obligations of the parties under this Agreement  shall survive until the closing
of the Put Option or the Call Option, whichever is the first to occur.

         5.7.  Entire  Understanding.  This  Agreement and the  agreements to be
executed  in  connection  herewith  at the  Closing of the  Purchase  Agreement,
express the entire  understanding  of the parties  and  supersede  all prior and
contemporaneous  agreements and  undertakings of the parties with respect to the
subject matter hereof and thereof.

         5.8. Expenses.  Each party will pay all of its own expenses,  including
attorney's fees,  incurred in connection with the negotiation of this Agreement,
the  performance  of its  obligations  hereunder  and  the  consummation  of the
transactions contemplated by this Agreement.

         5.9.  Counterparts.  This Agreement may be executed in counterparts and
the signatures delivered by telecopy on the manner provided in Section 5.4, each
of which  shall be  deemed to be an  original  but which  taken  together  shall
constitute one agreement with the same effect as of the signatures were upon the
same instrument and delivered in person.

         5.10. Assignment; No Third-Party Beneficiaries.

            (a) Except as otherwise  expressly  provided herein,  this Agreement
and the rights hereunder shall not be assignable or transferable by either party
without the prior written consent of all the other party hereto.  Subject to the
preceding  sentence,  this Agreement shall be binding upon, inure to the benefit
of and be enforceable by the parties hereto and their respective  successors and
assigns.

            (b) This Agreement is for the sole benefit of the parties hereto and
their respective  successors and permitted  assigns and nothing herein expressed
or implied  shall give or be  construed  to give to any  Person,  other than the
parties hereto and such successors and permitted assigns, any legal or equitable
rights hereunder.

            5.11.  Interpretation.   This  Agreement,  including  any  exhibits,
addenda,  schedules  and  amendments,  has been  negotiated  at arm's length and
between persons  sophisticated  and  knowledgeable  in the matters dealt with in
this Agreement. Each party has been represented by experienced and knowledgeable
legal counsel. Accordingly, any rule of law or legal decision that would require
interpretation  of any ambiguities in this Agreement  against the party that has
drafted it is not applicable and is waived.

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<PAGE>

            5.12.  Titles and  Subtitles.  The titles and subtitles used in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.


              (THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK.)


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<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have executed this Put and Sale
Agreement as of the date first above written.

PREMIER LASER SYSTEMS, INC.

By:
    -------------------------------------------------
Name:
      -----------------------------------------------
Title:
       ----------------------------------------------

Address:                   3 Morgan
                           Irvine, CA  92618
                           Attention:  President
                           Facsimile:  (949) 859-5241
                           Telephone No.  (949) 859-0656

With a copy to:            O'Melveny & Myers LLP
                           610 Newport Center Drive, #1700
                           Newport Beach, CA  92660
                           Attention:  Suzzanne Uhland, Esq.
                           Facsimile:  (949) 823-6994
                           Telephone:  (949) 823-6971

MEDIVISION MEDICAL IMAGING LTD.

By:
    -------------------------------------------------
Name:
      -----------------------------------------------
Title:
       ----------------------------------------------

Address:                   P.O. Box 45
                           Industrial Park
                           Yokneam Elit
                           20692 Israel

With a copy to:            Parker Chapin LLP
                           The Chrysler Building
                           405 Lexington Avenue
                           New York, New York 10174
                           Attention:  Henry I. Rothman, Esq.
                           Tel. No.: (212) 704-6000
                           Fax No.: (212) 704-6288

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<PAGE>

                                    EXHIBIT A

                                LETTER OF CREDIT