REGISTRATION RIGHTS AGREEMENT

         REGISTRATION  RIGHTS  AGREEMENT,  dated as of August  ___,  2000  (this
"Agreement"), among OPHTHALMIC IMAGING SYSTEMS, INC. a corporation organized and
existing  under  the  laws of the  state  of  California  (the  "Company"),  and
MEDIVISION MEDICAL IMAGING LTD., a corporation  organized and existing under the
laws of Israel (the "Investor").

         Pursuant to the Working Capital Funding Agreement, dated as of July 13,
2000,  between the  Investor  and the Company  (the  "Funding  Agreement"),  the
Investor has the right to convert loans made by the Investor to the Company into
shares  of  common  stock of the  Company,  as more  particularly  described  on
Schedule A annexed hereto (the "Conversion Shares").

         Pursuant to the  Securities  Purchase  Agreement,  dated as of July 13,
2000 (the "Securities Purchase Agreement"),  among the Investor, the Company and
Premier Laser Systems, Inc. ("Premier"), the Investor has acquired the shares of
common  stock of the  Company,  as more  particularly  described  on  Schedule B
annexed hereto (the "Premier Shares").

         In order to induce the Investor to enter into the Funding Agreement and
the  Securities  Purchase  Agreement,  the  Company  has agreed to  provide  the
registration rights set forth in this Agreement.

         In  consideration  of the foregoing  and the  covenants and  agreements
contained  herein,  the parties  hereto,  intending to be legally  bound hereby,
agree as follows:

         1.       Definitions.


                  As used  herein,  unless the  context  otherwise  requires  or
unless  otherwise  defined,  the following  terms have the following  respective
meanings:

                  "Affiliate":  The  meaning  set forth in Rule 12b-2  under the
Exchange Act (as in effect on the date of this Agreement).

                  "Agreement": As defined in the first paragraph hereof.

                  "Blue Sky Filing":  As defined in Section 2.7.

                  "Commission":  The Securities  and Exchange  Commission or any
other federal agency at the time administering the Securities Act.

                  "Common Stock":  The Conversion Shares and the Premier Shares,
collectively,  such term to include any stock into which such Common Stock shall
have been  changed  or any stock  resulting  from any  reclassification  of such
Common Stock, and all other stock of any class or classes  (however  designated)
of the  Company the holders of which have the right,  without  limitation  as to
amount,  either to all or to a share of the  balance  of current  dividends  and

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liquidating  dividends after the payment of dividends and  distributions  on any
shares entitled to preference.

                  "Company": As defined in the first paragraph hereof.

                  "Exchange  Act":  The  Securities  Exchange  Act of  1934,  as
amended.

                  "Indemnitees": As defined in Section 2.7.

                  "Investor": As defined in the first paragraph hereof.

                  "Investor Affiliate": As defined in Section 7.

                  "Loss": As defined in Section 2.7.

                  "Person":  A corporation,  an association,  a partnership,  an
organization,  a business, an individual,  a government or political subdivision
thereof or a governmental agency.

                  "Funding  Agreement":  As  defined  in  the  second  paragraph
hereof.

                  "Registrable Securities":  Any (i) shares of Common Stock; and
(ii) shares of Common Stock  issued or issuable  with respect to any such Common
Stock  by  way  of  stock  dividend  or  stock  split  or in  connection  with a
combination  of  shares,   recapitalization,   merger,  consolidation  or  other
reorganization or otherwise. As to any particular Registrable  Securities,  such
securities  shall cease to be  Registrable  Securities  when (a) a  registration
statement  with  respect  to the  sale  of such  securities  shall  have  become
effective under the Securities Act and such securities  shall have been disposed
of in accordance with such  registration  statement;  (b) such securities  shall
have been  sold  pursuant  to Rule 144 (or any  successor  provision)  under the
Securities  Act or are  eligible  for sale under Rule 144 (k) (or any  successor
provision);  (c) such  securities  shall have been  otherwise  transferred  to a
person who is not an Investor Affiliate of the Investor;  or (d) such securities
shall have ceased to be outstanding.

                  "Registration   Expenses":   All  expenses   incident  to  the
Company's performance of or compliance with this Agreement,  including,  without
limitation,  all  registration,  filing and NASD fees,  all fees and expenses of
complying with securities or blue sky laws, all fees and expenses of listing the
Registrable  Securities  being registered on any securities  exchange,  all word
processing,  duplicating and printing expenses, messenger and delivery expenses,
the fees and  disbursements  of counsel for the  Company and of its  independent
public  accountants,  including the expenses of any special  audits or "comfort"
letters  required by or  incidental  to such  performance  and  compliance,  all
expenses  incurred by the Investor for its own counsel but excluding any and all
selling expenses relating to the Registrable  Securities including  underwriting
discounts, non-accountable expenses allowances and commissions, if any;

                  "Securities Act":  The Securities Act of 1933, as amended.

                  "Securities  Purchase  Agreement":  As  defined  in the  third
paragraph hereof.

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         2.       Registration Under Securities Act.

                  2.1      Demand Registration.

                  (a)  Request.  At any time  beginning  180 days after the date
hereof,  two  times  only  (but  only  one  time  if  the  Company  effects  the
registration  of the  Registrable  Securities on Form S-3 or any successor  form
that permits a "shelf" registration),  upon the written request of holders of at
least  25%  of  the  Registrable  Securities,   that  the  Company,  effect  the
registration  under  the  Securities  Act  of  all or  part  of the  Registrable
Securities,  the Company shall  promptly give written  notice of such request to
all  registered  holders of  Registrable  Securities,  and thereupon the Company
shall use its best  commercially  reasonable  efforts to effect the registration
under the Securities Act of the Registrable Securities that the Company has been
so requested to register by all such holders for  disposition in accordance with
the  intended  method of  disposition  stated in such  request.  Promptly  after
receipt of such  request,  the Company  shall give  notice  thereof to all other
securityholders of the Company, if any, that are entitled to participate in such
registration.  The  Company  shall  file the  registration  statement  requested
pursuant to this  subsection  (a) not later than 30 days following such request,
subject to Section 2.6, and shall use its best commercially  reasonable  efforts
to have such registration statement declared effective as soon as possible after
the filing thereof.

                  (b)  Underwriting.  If the  Registration  Statement  is for an
underwritten offering for Common Stock of the Company, the right of the Investor
to include  all or a portion of the  Registrable  Securities  in a  registration
pursuant  to  this  Section  2  shall  be   conditioned   upon  the   Investor's
participation  in  such  underwriting  and  the  inclusion  of  the  Registrable
Securities in the  underwriting to the extent provided  herein.  If the Investor
proposes to distribute the Registrable Securities through such underwriting,  it
shall enter into an  underwriting  agreement in customary form with the managing
underwriter or underwriter(s)  selected for such  underwriting.  Notwithstanding
any other provision of this Agreement, if the managing underwriter determines in
good faith that marketing  factors  require a limitation of the number of shares
to be underwritten, then the Company and the Investor shall determine the number
of shares  each  party  shall  include  in such  underwriting.  If the  Investor
disapproves  of the terms of any such  underwriting,  the  Investor may elect to
withdraw  therefrom  by  written  notice  to the  Company  and the  underwriter,
delivered not later than 10 days prior to the date the Registration Statement is
filed with the Commission. Any Registrable Securities excluded or withdrawn from
such underwriting shall be excluded and withdrawn from the registration.

                  (c)  Registration  Statement  Form.  Registrations  under this
Section 2.1 shall be on such appropriate registration form of the Commission (i)
as shall be selected by the Company  and as shall be  reasonably  acceptable  to
holders of a majority of the Registrable Securities proposed to be sold and (ii)
as shall permit the  disposition  of such  Registrable  Securities in accordance
with the intended method or methods of disposition.

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<PAGE>

                  (d) Expenses.  The Company shall pay all Registration Expenses
in connection with any registration requested pursuant to this Section 2.1.


                  (e) Effective Registration Statement. A registration requested
pursuant to this Section 2.1 shall not be deemed to have been effected and shall
not be considered  the demand  registration  which may be requested  pursuant to
subsection  (a) of this  Section 2.1 unless (A) a  registration  statement  with
respect  thereto  has become  effective,  (B) such  registration  statement  has
remained  effective for the later to occur of the following:  (i) two years from
the  effective  date  of the  registration  statement  or  (ii)  the  date  such
registered   securities  cease  to  be  Registrable   Securities  and  (C)  such
registration  statement has not become subject to any stop order,  injunction or
other order or  requirement of the  Commission or other  governmental  agency or
court for any reason or such registration  statement has become effective within
30 days thereafter.

         2.2      Incidental Registration.

                  (a) Right to Include Registrable Securities. If the Company at
any time proposes to register any of its securities  under the Securities Act by
registration  on Forms S-1,  S-2 or S-3 or any  successor  or  similar  form(s),
whether or not for sale for its own account, it shall give prompt written notice
to all holders of  Registrable  Securities of its intention to do so and of such
holders'  rights under this Section  2.2.  Upon the written  request of any such
holder specifying the Registrable  Securities intended to be disposed of by such
holder, made within 15 days after the receipt of any such notice,  which request
shall  specify  the  Registrable  Securities  intended to be disposed of by such
holder,  the  Company  shall use its best  commercially  reasonable  efforts  to
include in the registration under the Securities Act all Registrable  Securities
which the Company has been so requested to register by the holders  thereof,  to
the extent requisite to permit the disposition of such Registrable Securities to
be so registered.  No registration effected under this Section 2.2 shall relieve
the Company of its  obligation  to effect any  registration  upon request  under
Section  2.1, nor shall it be deemed to have been  effected  pursuant to Section
2.1. The Company shall pay all  Registration  Expenses in  connection  with each
registration of Registrable  Securities  requested pursuant to this Section 2.2.
The Company  shall have the right to withdraw or cancel any  registration  under
this Section 2.2 in its sole discretion at any time, provided, however, that the
Investor shall retain all registration rights pursuant to this Section 2.2.

                  (b) Priority in Incidental  Registrations.  In a  registration
pursuant to this Section 2.2 involving an underwritten offering,  whether or not
for sale for the account of the  Company,  if the managing  underwriter  of such
underwritten  offering shall inform the Company by letter of its belief that the
number  of  securities   requested  by  stockholders  to  be  included  in  such
registration  would  substantially  interfere  with its  ability to effect  such
offering in accordance  with the intended  method  thereof (such letter to state
the basis of such belief and the approximate  number of such securities that may
be distributed  without such effect),  then the

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<PAGE>

Company may, upon written notice to all holders of such  securities,  reduce the
number of Registrable  Securities  requested to be included in such registration
(if and to the extent  stated by such  managing  underwriter  to be necessary to
eliminate  such effect) and, if such  reduction is not  sufficient  to eliminate
such effect,  then reduce pro rata (if and to the extent stated by such managing
underwriter  to be necessary to eliminate such effect) the number of Registrable
Securities  requested  to be  registered  by  the  holders  of  the  Registrable
Securities,  on the one hand, and the holders of other securities of the Company
(whether  issued  before  or after  the date  hereof),  on the  other  hand,  in
proportion (as nearly as  practicable)  to the amount of Registrable  Securities
owned by the holders  thereof  participating  in such  registration,  on the one
hand,  and the amount of other  securities  of the Company  owned by the holders
thereof  participating  in such  registration,  on the other  hand,  so that the
aggregate number of securities  included in such registration  shall be equal to
the number of shares stated in such  managing  underwriter's  letter;  provided,
however,  that to the extent the Company has  granted  "piggyback"  registration
rights to other  holders  of its  securities  prior to the date  hereof and such
registration rights do not permit the Company to comply with this provision,  in
the  reasonable  opinion of the  Company's  counsel,  to the extent such holders
request  registration  of  their  securities,  the  Company  will  use its  best
commercially  reasonable  efforts to achieve as close a result as is possible to
that intended by this Section  2.2(b) without  breaching such other  agreements.
The number of securities to be included in such  registration  by the holders of
Registrable   Securities   shall  be  apportioned   among  all  holders  thereof
participating  in the  registration  in proportion (as nearly as practicable) to
the amount of Registrable Securities owned by each holder thereof or as they may
otherwise agree. The number of securities to be included in such registration by
the holders of other  securities of the Company shall be  apportioned  among all
holders thereof  participating  in the  registration in proportion (as nearly as
practicable) to the amount of other  securities  owned by each holder thereof or
as they may otherwise agree.

                  2.3 Registration Procedures.  In connection with the Company's
obligations  pursuant to Sections 2.1 and 2.2, the Company and where applicable,
the Investor, will as expeditiously as possible:

                  (a) in the case of a  registration  pursuant  to Section  2.1,
prepare and file with the  Commission a registration  statement or  registration
statements on any  appropriate  form under the  Securities  Act and use its best
efforts to cause such  registration  statement to become effective and to remain
continuously  effective  for so long as the selling  holders of the  Registrable
Securities  shall  request  (but in no event longer than the period set forth in
2.1(e)(B);

                  (b) in the case of a  registration  pursuant  to Section  2.1,
prepare  and  file  with  the  Commission  such  amendments  and  post-effective
amendments  to a  registration  statement  as  may be  necessary  to  keep  such
registration  statement  effective for the applicable period;  cause the related
prospectus to be supplemented by any required prospectus  supplement,  and as so
supplemented to be filed pursuant to the Securities Act,  provided that prior to
filing  any such  amendments  or  supplements  or any  documents  that  would be
incorporated  by reference in such  registration  statement  (filed  pursuant to
Section 2.1 or 2.2  hereof),  the Company  shall  furnish to the  Investor,  its
counsel and the underwriters,  if any, copies of all such documents  proposed to
be filed (other than  documents  filed under the Exchange  Act), and the Company

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<PAGE>

shall consider all reasonable  requests by the Investor or the  underwriters for
modifications of any such amendments,  supplements or documents  incorporated by
reference;  and the Company and the Investor will comply with the  provisions of
the Securities Act with respect to the disposition of all Registrable Securities
covered by such registration  statement (including  Regulation M and any similar
successor  regulations)  during the  applicable  period in  accordance  with the
intended  methods  of  disposition  by the  sellers  thereof  set  forth in such
registration statement or supplement to such prospectus;

                  (c) notify the selling holders of Registrable Securities,  and
the managing underwriters, if any, as promptly as practicable, and (if requested
by any such Person) confirm such advice in writing, (i) when a prospectus or any
prospectus  supplement or  post-effective  amendment  has been filed,  and, with
respect to a registration statement or any post-effective amendment, when it has
become  effective,  (ii) of any  request by the  Commission  for  amendments  or
supplements to a registration  statement or related prospectus or for additional
information,  (iii)  of  the  issuance  by the  Commission  of  any  stop  order
suspending the  effectiveness  of a registration  statement or the initiation of
any proceedings for that purpose,  (iv) if at any time the  representations  and
warranties of the Company made as  contemplated by subsection (k) below cease to
be true and correct,  (v) of the receipt by the Company of any notification with
respect  to the  suspension  of  the  qualification  of  any of the  Registrable
Securities for sale in any  jurisdiction or the initiation of any proceeding for
such purpose, (vi) of the happening of any event that requires the making of any
changes in a registration statement or related prospectus so that such documents
will not contain any untrue  statement  of a material  fact or omit to state any
material fact required to be stated  therein or necessary to make the statements
therein not misleading and (vii) of the Company's reasonable  determination that
a post-effective amendment to a registration statement would be appropriate;

                  (d) in the case of a  registration  pursuant  to Section  2.1,
make every  reasonable  effort to obtain the withdrawal of any order  suspending
the effectiveness of a registration  statement, or the lifting of any suspension
of the  qualification  of any of the  Registrable  Securities  for  sale  in any
jurisdiction, as soon as practicable;

                  (e) in the case of a registration  pursuant to Section 2.1, if
requested  in a timely  manner by the  managing  underwriters,  as  promptly  as
practicable  incorporate in a prospectus supplement or post-effective  amendment
such  information  as the managing  underwriters  and the holders of Registrable
Securities  being sold in connection with an underwritten  offering agree should
be  included  therein  relating  to the sale  and  distribution  of  Registrable
Securities,  including,  without  limitation,  information  with  respect to the
number of Registrable  Securities being sold to such underwriters,  the purchase
price being paid  therefor by such  underwriters  and with  respect to any other
terms of the offering of the Registrable Securities to be sold in such offering;
make all  required  filings  of such  prospectus  supplement  or  post-effective
amendment  as soon as  practicable  after  being  notified  of the matters to be
incorporated  in such prospectus  supplement or  post-effective  amendment;  and
supplement or make  amendments  to any  registration  statement  with respect to
information  relating  to any holder or the terms of the sale or offering of the
Registrable  Securities if requested in a timely

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<PAGE>

manner in  writing  by any  holder of  Registrable  Securities  covered  by such
registration statement or any underwriter of such Registrable Securities;

                  (f) furnish to the lead managing  underwriter  and each holder
of Registrable  Securities selling Registrable  Securities  thereunder,  without
charge, at least one signed copy of the registration statement or statements and
any  post-effective  amendment  thereto,  and to each  other  selling  holder of
Registrable Securities, at least one conformed copy thereof, including financial
statements and schedules,  all documents  incorporated  therein by reference and
all exhibits (including those incorporated by reference);

                  (g) deliver to each holder of  Registrable  Securities and the
underwriters,  if any,  without  charge,  as many  copies of the  prospectus  or
prospectuses  (including  each  preliminary  prospectus)  and any  amendment  or
supplement thereto as such Persons may reasonably request;

                  (h) in the case of a  registration  pursuant  to Section  2.1,
prior  to  any  public  offering  of  Registrable   Securities,   use  its  best
commercially  reasonable  efforts to register or qualify or  cooperate  with the
selling holders of Registrable Securities,  the underwriters,  if any, and their
respective  counsel in connection with the registration or qualification of such
Registrable  Securities for offer and sale under the securities or blue sky laws
of such jurisdictions as any selling holder or underwriter  reasonably  requests
in writing,  keep each such  registration or qualification  effective during the
period such  registration  statement is required to be kept effective and do any
and all other acts or things necessary or advisable to enable the disposition in
such  jurisdictions  of the  Registrable  Securities  covered by the  applicable
registration  statement;  provided  that the  Company  shall not be  required to
qualify  generally  to do business in any  jurisdiction  where it is not then so
qualified  or to take any action  which would  subject it to general  service of
process in any such jurisdiction where it is not then so subject;

                  (i) in the case of a  registration  pursuant  to Section  2.1,
cooperate with the selling  holders of  Registrable  Securities and the managing
underwriters,  if any, to  facilitate  the timely  preparation  and  delivery of
certificates  representing Registrable Securities to be sold and not bearing any
restrictive   legends  unless  required  by  applicable  law;  and  enable  such
Registrable  Securities to be in such denominations and registered in such names
as the managing underwriters may request at least two business days prior to the
closing of any sale of Registrable Securities to the underwriters; provided that
the Company  receive such request in writing not less than 10 days prior to such
closing;

                  (j) in the case of a  registration  pursuant  to Section  2.1,
upon the occurrence of any event contemplated by clause (c)(vi) above, prepare a
supplement or post-effective  amendment to the applicable registration statement
or related prospectus or any document  incorporated therein by reference or file
any other  required  document so that,  as  thereafter  delivered to the selling
holders of the  Registrable  Securities,  such  prospectus  will not

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<PAGE>

contain any untrue  statement  of a material  fact or omit to state any material
fact necessary to make the statements therein not misleading;

                  (k) in the case of a  registration  pursuant  to Section  2.1,
enter into such agreements  (including an  underwriting  agreement) and take all
such other  reasonable  actions in connection  therewith in order to expedite or
facilitate  the  disposition  of such  Registrable  Securities and in connection
therewith,  when  an  underwriting  agreement  is  entered  into  and  when  the
registration is an underwritten registration,  (i) make such representations and
warranties  to the  underwriters  with  respect to the  registration  statement,
prospectus and documents  incorporated by reference,  if any, in form, substance
and scope as are customarily made by issuers in similar  offerings;  (ii) obtain
opinions of counsel to the Company (which may be the general counsel)  addressed
to the  underwriters and updates thereof in the form, scope and substance as are
customary in similar  offerings;  (iii) enter into an underwriting  agreement in
form,  scope and  substance  as is  customary in  underwritten  offerings;  (iv)
furnish a signed  counterpart,  addressed to such  underwriters,  of a "comfort"
letter,  dated the effective date of such registration  statement (and dated the
date of the closing under the underwriting agreement), signed by the independent
public  accountants  who  have  certified  the  Company's  financial  statements
included in such  registration  statement,  covering the matters with respect to
such  registration  statement  (and the  prospectus  included  therein) and with
respect to events  subsequent to the date of such financial  statements,  as are
customarily  covered in accountants'  letters  delivered to the  underwriters in
underwritten public offerings of securities, (v) if an underwriting agreement is
entered into,  the same shall set forth in full the  indemnification  provisions
and  procedures  of Section 2.7 with  respect to all  parties to be  indemnified
pursuant to such  section,  with such other  indemnification  provisions  as are
customary and acceptable to the  underwriters,  the holders of a majority of the
Registrable Securities proposed to be sold and the Company; and (vi) the Company
shall deliver such documents and  certificates as may reasonably be requested by
the managing  underwriters,  if any, to evidence  compliance with this paragraph
(k) and with any customary conditions  contained in the underwriting  agreement.
The above shall be done at each closing under such underwriting or as and to the
extent required thereunder;

                  (l) otherwise use its best commercially  reasonable efforts to
comply with all  applicable  rules and  regulations  of the  Commission and make
generally available to its security holders earnings  statements  satisfying the
provisions  of Section 11(a) of the  Securities  Act no later than 90 days after
the end of any 12-month period (i) beginning with the first day of the Company's
first fiscal quarter next succeeding each sale of Registrable  Securities  after
the effective date of a registration statement and (ii) beginning with the first
day of the Company's  first fiscal quarter next succeeding any fiscal quarter in
which Registrable  Securities are sold to underwriters in a firm or best efforts
underwriting offering, which statements shall cover such 12-month periods;

                  (m) use its best commercially  reasonable efforts to cause all
such Registrable Securities to be listed on each securities exchange, if any, on
which securities of the class then being registered are listed; and

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<PAGE>

                  (n) provide and cause to be  maintained  a transfer  agent and
registrar for all Registrable  Securities covered by such registration statement
from and after a date not later  than the  effective  date of such  registration
statement.

                  The Company may require each holder of Registrable  Securities
as to which any  registration  is being  effected  to  promptly  furnish  to the
Company such  information  regarding  such holder and the  distribution  of such
Registrable  Securities as the Company may from time to time reasonably  request
in  writing  in  order to  comply  with  the  Securities  Act.  Each  holder  of
Registrable  Securities as to which any registration is being effected agrees to
notify the Company as promptly as  practicable  of any  inaccuracy  or change in
information  previously  furnished  by  such  holder  to the  Company  or of the
happening  of any  event as a result of which any  prospectus  relating  to such
registration  contains an untrue  statement of a material  fact  regarding  such
holder or the distribution of such Registrable  Securities or omits to state any
material fact  regarding  such holder or the  distribution  of such  Registrable
Securities  required to be stated  therein or necessary  to make the  statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading,  and to promptly  furnish to the Company any additional  information
required to correct and update any previously furnished  information or required
so that such  prospectus  shall not contain,  with respect to such holder or the
distribution of such Registrable  Securities,  an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements  therein,  in light of the circumstances under which they
were made, not misleading.

                  Each  holder  of  Registrable  Securities  agrees  that,  upon
receipt of any notice from the Company of the happening of any event of the kind
described in Section  2.3(c)(ii),  (iii),  (v), (vi) or (vii),  such holder will
forthwith discontinue disposition of such Registrable Securities covered by such
registration  statement or prospectus  until such holder's receipt of the copies
of  the  supplemented  or  amended  prospectus  relating  to  such  registration
statement or  prospectus,  or until it is advised in writing by the Company that
the use of the applicable  prospectus may be resumed, and has received copies of
any additional or  supplemental  filings that are  incorporated  by reference in
such Prospectus, and, if so directed by the Company, such holder will deliver to
the Company (at the Company's  expense) all copies,  other than  permanent  file
copies  then  in  such  holder's  possession,  of the  prospectus  covering  the
Registrable Securities at the time of receipt of such notice.

                  2.4  Underwritten  Offerings.  In the case of any underwritten
offering  requested  pursuant to Section  2.1,  the holders of a majority of the
Registrable  Securities  proposed to be sold shall select the investment banking
firm or firms,  which  shall be  reasonably  satisfactory  to the  Company.  The
Company  shall  enter  into  an  underwriting  agreement  which  shall  contain,
customary representations and warranties and shall be reasonably satisfactory in
form and  substance to the holders of a majority of the  Registrable  Securities
proposed to be sold.

                  If the Company at any time  proposes  to  register  any of its
securities  under the  Securities  Act as  contemplated  by Section 2.2 and such
securities  are to be distributed  by or through one or more  underwriters,  the
Company shall select the investment banking firm or

                                       9
<PAGE>

firms in its sole  discretion  and the holders of  Registrable  Securities to be
distributed  therein shall be parties to the underwriting  agreement between the
Company and the underwriters.

                  2.5 Preparation;  Reasonable Investigation. In connection with
the preparation and filing of each  registration  statement under the Securities
Act pursuant to this  Agreement,  the Company shall give the selling  holders of
Registrable  Securities,  their  underwriters,  and their respective counsel and
accountants,  a reasonable opportunity to participate in the preparation of such
registration  statement,  each  prospectus  included  therein  or filed with the
Commission,  and each  amendment  thereof  or  supplement  thereto  (other  than
documents filed under the Exchange Act and  incorporated by reference  therein),
and  shall  give each of them such  access  to its  books and  records  and such
opportunities  to discuss the  business of the Company with its officers and the
independent  public  accountants who have certified its financial  statements as
shall be  necessary,  in the  opinion of such  holders'  and such  underwriters'
respective counsel, to conduct a reasonable  investigation within the meaning of
the Securities Act.

                  2.6 Limitations,  Conditions and Qualifications to Obligations
Under Registration  Covenants.  The obligations of the Company under Section 2.1
to use its  best  commercially  reasonable  efforts  to  cause  the  Registrable
Securities to be registered  under the Securities Act are subject to each of the
following limitations, conditions and qualifications:

                  (a) The Company  shall be  entitled to postpone  the filing or
effectiveness of any registration  statement  otherwise  required to be prepared
and filed by it pursuant to Section 2.1 for a reasonable period of time (but not
exceeding 60 days) if the Company determines,  in its reasonable judgment,  that
such registration and offering,  or such offers and sales,  would interfere with
any  financing,   acquisition,   corporate   reorganization  or  other  material
transaction  involving the Company or any of its Affiliates or would require the
Company to disclose material non-public information.  The Company shall promptly
give the  requesting  holders of Registrable  Securities  written notice of such
determination,   containing  a  general   statement  of  the  reasons  for  such
postponement and an approximation of the anticipated delay. If the Company shall
so postpone the filing of a registration  statement,  the requesting  holders of
Registrable  Securities  shall  have  the  right to  withdraw  the  request  for
registration  by giving  written notice to the Company within 30 days (or within
the period of postponement if such period is less than 30 days) after receipt of
the notice of postponement in the event of such  withdrawal,  such request shall
not be deemed a request for registration pursuant to Section 2.1 hereof.

                  (b) No holder of Registrable Securities may participate in any
underwritten  offering  hereunder  unless  such  holder  (i) agrees to sell such
holder's  Registrable  Securities  on the  basis  provided  in any  underwriting
arrangements  approved  by  the  persons  entitled  hereunder  to  approve  such
arrangements  and (ii)  completes  and  executes all  questionnaires,  powers of
attorney,  indemnities,  underwriting  agreements and other documents reasonably
required under the terms of such underwriting arrangements.

                                       10
<PAGE>

                  2.7      Indemnification.

                  (a)  Indemnification  by  the  Company.  In the  event  of any
registration of Registrable Securities, the Company shall indemnify,  defend and
hold harmless the holder of any Registrable  Securities that are covered by such
registration statement,  each other Person who participates as an underwriter in
the  offering or sale of such  securities  and each person who controls any such
holder or underwriter  within the meaning of the Securities Act, and each of the
respective partners, officers, directors,  employees and agents of the foregoing
in their respective  capacities as such (the "Indemnitees"),  to the full extent
lawful, from and against any and all actions, suits, claims, proceedings, costs,
damages, judgments, amounts paid in settlement and expenses (including,  without
limitation,  reasonable  attorneys'  fees and  disbursements),  whether joint or
several  (collectively,  a  "Loss"),  to which any such  Indemnitee  may  become
subject under the Securities Act or any other statute or common law,  insofar as
any such Loss may  arise out of or be based  upon (i) any  untrue  statement  or
alleged  untrue  statement of any material  fact  contained in any  registration
statement under which such securities were registered, any preliminary, final or
summary prospectus contained therein, or any amendment or supplement thereto, or
in any filing made in connection  with the  qualification  of the offering under
blue sky or other  securities  laws of  jurisdictions  in which the  Registrable
Securities are offered ("Blue Sky Filing"),  or the omission or alleged omission
to state therein a material  fact required to be stated  therein or necessary in
order to make the statements therein not misleading or (ii) any violation by the
Company of any federal,  state or common law, rule or  regulation  applicable to
the  Company and  relating  to action  required of or inaction by the Company in
connection  with  any  such  registration,  and the  Company  will  defend  each
Indemnitee in connection with  investigating  or defending such Loss and provide
each Indemnitee with counsel reasonably acceptable to such Indemnitee or, if the
Company  fails to defend  each  Indemnitee  on a timely  basis,  as set forth in
Section  2.7(c),  reimburse  each  Indemnitee  for any  legal or other  expenses
reasonably  incurred in connection  with  investigating  or defending such Loss;
provided, however, that such indemnification covenant shall not (i) apply to any
Loss arising out of, or based upon, any such untrue  statement or alleged untrue
statement,  or any such  omission  or alleged  omission,  if such  statement  or
omission was made in reliance  upon and in conformity  with written  information
furnished to the Company by or on behalf of such Indemnitee specifically stating
that it is for use in connection with preparation of the registration statement,
any preliminary  prospectus or final  prospectus  contained in the  registration
statement,  any such  amendment or supplement  thereto or any Blue Sky Filing or
(ii)  inure  to the  benefit  of any  underwriter  or  person  controlling  such
underwriter  to the extent  that any such Loss  arises out of such  Indemnitee's
failure to send or give a copy of the final prospectus,  as the same may be then
supplemented or amended,  to the Person asserting an untrue statement or alleged
untrue  statement  or  omission  or alleged  omission at or prior to the written
confirmation  of the  sale of  Registrable  Securities  to such  Person  if such
statement or omission was corrected in such final prospectus.

                  Such   indemnity   shall  remain  in  full  force  and  effect
regardless of any investigation made by or on behalf of any Indemnitee and shall
survive the transfer of such securities by any Indemnitee. In no event shall any
indemnity paid by the Company to any indemnified  party pursuant to this Section
2.7(a) or  otherwise  exceed the net  proceeds  received by the Investor in such
offering.

                                       11
<PAGE>

                  (b) Indemnification by the Holders of Registrable  Securities.
As a condition to  including  any  Registrable  Securities  in any  registration
statement  filed pursuant to Section 2.1 or 2.2, the Company shall have received
an  undertaking  satisfactory  to  it  from  each  prospective  seller  of  such
Registrable  Securities  to  indemnify,  defend and hold  harmless  (in the same
manner and to the same  extent as set forth in  subsection  (a) of this  Section
2.7) the Company,  each other person who  participates  as an underwriter in the
offering or sale of such securities and each person who controls any such holder
or  underwriter  within the  meaning of the  Securities  Act,  and each of their
respective partners, officers,  directors,  employees and agents, and each other
person,  if any, who controls the Company  within the meaning of the  Securities
Act,  with respect to any untrue  statement or alleged  untrue  statement in, or
omission or alleged omission from, such registration statement,  any preliminary
prospectus, final prospectus or summary prospectus contained therein or any Blue
Sky Filing, or any amendment or supplement thereto, if such statement or alleged
statement  or omission  or alleged  omission  was made in  reliance  upon and in
conformity  with  written  information  furnished  to the Company by such seller
specifically  stating that it is for use in the preparation of such registration
statement,   preliminary  prospectus,  final  prospectus,   summary  prospectus,
amendment or supplement.  Such indemnity  shall remain in full force and effect,
regardless of any investigation  made by or on behalf of the Company or any such
director,  officer or controlling  person and shall survive the transfer of such
securities by such seller. In no event shall any indemnity paid by any seller to
the Company pursuant to this Section 2.7(b) or otherwise exceed the net proceeds
received by such seller in such offering.

                  (c)   Indemnification   Procedure.   Any  party   entitled  to
indemnification  under this  Section  2.7 (the  "indemnified  party")  will give
prompt  written  notice (the  "Notice")  to the other  party (the  "indemnifying
party") of any  matters  giving rise to a claim for  indemnification;  provided,
that the  failure of  indemnified  party to  indemnification  hereunder  to give
notice as  provided  herein  shall not  relieve  the  indemnifying  party of its
obligations  under this  Section 2.7 except to the extent that the  indemnifying
party is actually prejudiced by such failure to give notice. In case any action,
proceeding  or claim is  asserted  against the  indemnified  party in respect of
which  indemnification  is sought  hereunder,  the  indemnifying  party shall be
entitled  to  participate  in and to assume the  defense  thereof  with  counsel
reasonably  satisfactory  to the  indemnified  party.  In  the  event  that  the
indemnifying  party  advises the  indemnified  party that it will contest such a
claim for  indemnification  hereunder,  or  fails,  within  thirty  (30) days of
receipt  of the Notice to  notify,  in  writing,  the  indemnified  party of its
election to defend,  settle or  compromise,  at its sole cost and  expense,  any
action,  proceeding or claim (or  discontinues  its defense at any time after it
commences such defense),  then the indemnified party may, at its option, defend,
settle or otherwise compromise or pay such action or claim. In any event, unless
and until the indemnifying  party elects in writing to assume and does so assume
the defense of any such claim,  proceeding or action,  the  indemnified  party's
costs and expenses  arising out of the defense,  settlement or compromise of any
such action,  claim or  proceeding  shall be losses  subject to  indemnification
hereunder.  The indemnified  party shall  cooperate fully with the  indemnifying
party in connection  with any negotiation or defense of any such action or claim
by the  indemnifying  party  and shall  furnish  to the  indemnifying  party all
information  reasonably available to the indemnified party which relates to such
action or claim. The indemnifying  party shall keep the indemnified  party fully
apprised  at  all  times  as to the  status  of the  defense  or any  settlement
negotiations  with respect thereto.  If the indemnifying  party elects to defend
any such

                                       12
<PAGE>

action or claim,  then the indemnified party shall be entitled to participate in
such  defense with counsel of its choice.  The  indemnifying  party shall not be
liable for any settlement of any action,  claim or proceeding  effected  without
its prior written consent.  Notwithstanding  anything in this Section 2.7 to the
contrary,  the  indemnifying  party shall not,  without the indemnified  party's
prior written consent, settle or compromise any claim or consent to entry of any
judgment  in  respect  thereof  which  imposes  any  future  obligation  on  the
indemnified party or which does not include,  as an unconditional  term thereof,
the  giving by the  claimant  or the  plaintiff  to the  indemnified  party of a
release  from all  liability  in  respect  of such  claim.  The  indemnification
required  by this  Section  2.7 for an action or claim  brought by a third party
shall be made by periodic  payments of the amount  thereof  during the course of
investigation or defense, as and when bills are received for expenses related to
the legal defense or investigation, so long as the indemnified party irrevocably
agrees  to  refund  such  moneys if it is  ultimately  determined  by a court of
competent jurisdiction that such party was not entitled to indemnification.  The
indemnity  agreements  contained herein shall be in addition to (a) any cause of
action or similar rights of the indemnified party against the indemnifying party
or  others,  and (b) any  liabilities  the  indemnifying  party  may be  subject
pursuant to the law.

                  2.8 Registration Expenses. All Registration Expenses, shall be
borne  by  the  Company  whether  or  not  any  registration  statement  becomes
effective.   The  Company  shall,  in  any  event,  pay  its  internal  expenses
(including,  without  limitation,  all salaries and expenses of its officers and
employees  performing  legal or  accounting  duties),  the expense of any annual
audit,  the fees and  expenses  incurred in  connection  with the listing of the
securities to be registered on any securities exchange and the fees and expenses
of any Person, including special experts, retained by the Company.

         3.  Amendments  and  Waivers.  This  Agreement  may be amended with the
consent of the Company and the Company may take any action herein prohibited, or
omit to perform  any act herein  required  to be  performed  by it,  only if the
Company shall have  obtained the written  consent to such  amendment,  action or
omission  to act,  of the  holders  of a majority  of the amount of  Registrable
Securities then  outstanding.  Each holder of any Registrable  Securities at the
time or thereafter  outstanding shall be bound by any consent authorized by this
Section 3,  whether or not such  securities  shall have been  marked to indicate
such consent.

         4.  Registration  Rights.  The Company covenants that it will not grant
any right of registration under the Securities Act relating to any of its shares
of capital  stock or other  securities to any Person other than pursuant to this
Agreement unless the rights so granted to such other Person,  except as provided
herein, do not limit or restrict the Investor's rights hereunder.

         5. Nominees for Beneficial  Owners.  In the event that any  Registrable
Securities  are  held  by a  nominee  for the  beneficial  owner  thereof,  such
beneficial owner may, at its election and upon notice to the Company, be treated
as the holder of such  securities for purposes of any request or other action by
any  holder  or  holders  of  securities  pursuant  to  this  Agreement  or  any
determination  of any number or percentage  of shares of securities  held by any
holder  or  holders

                                       13
<PAGE>

of securities  contemplated  by this Agreement.  If the beneficial  owner of any
Registrable  Securities so elects, the Company may require assurances reasonably
satisfactory  to it of such owner's  beneficial  ownership  of such  Registrable
Securities.

         6.  Notices.  Any notice or demand  that is  required or provided to be
given under this Agreement shall be deemed to have been  sufficiently  given and
received for all purposes  when  delivered by hand,  facsimile  transmission  or
courier,  or five days after being sent by certified or registered mail, postage
and charges prepaid, return receipt requested, to the following addresses:

         If to the Company:                 Ophthalmic Imaging Systems, Inc.
                                            Address: 221 Lathrop Way, Suite I
                                            Sacramento, CA  95815
                                            Attention:  President
                                            Facsimile No.  (916) 646-0207
                                            Telephone No.  (916) 646-2020

         With a copy to:                    Gibson, Dunn & Crutcher, LLP
                                            1530 Page Mill Road
                                            Palo Alto, CA  94304
                                            Attention:  Lawrence Calof, Esq.
                                            Facsimile No.  (650) 849-5333
                                            Telephone No.  (650) 849-5300


         If to the Investor:                Medivision Medical Imaging Ltd.
                                            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.
                                            Fax No.: (212) 704-6288

         If to any other holder of Registrable  Securities,  at such address set
forth in the  Company's  records,  or with respect to any party  hereto,  at any
other address  designated in writing in accordance  with the  provisions of this
Section 6.

         7.  Assignment.  This Agreement  shall be binding upon and inure to the
benefit  of and be  enforceable  by the  parties  hereto  and  their  respective
successors and assigns. The rights or any portion thereof of the Investor herein
may not be assigned by the Investor  without the

                                       14
<PAGE>

written  consent of the  Company  except that such rights may be assigned by the
Investor at its sole  discretion  (and thereupon by such  assignee)  without the
consent of the Company to an Investor  Affiliate (as defined  below);  provided,
however,  that (A) the Company is given  prior  written  notice by the  assignor
stating the name and  address of the  permitted  assignee  and  identifying  the
Registrable Securities with respect to which such rights are being assigned, and
(B) such assignee  agrees in writing to be bound by the terms of this Agreement.
For purposes of this Section 7, an "Investor Affiliate" is any Person controlled
by or under common control with the Investor.

         8.  Descriptive  Headings.  The  descriptive  headings  of the  several
sections and  paragraphs of this  Agreement are inserted for reference  only and
shall not limit or otherwise affect the meaning hereof.


         9.  Governing  Law. The validity and  interpretation  of this Agreement
shall be governed by, and construed and enforced in accordance with, the laws of
the State of New York,  without  giving effect to the principles of conflicts of
law thereof.


         10. Counterparts.  This Agreement may be executed simultaneously in any
number of counterparts,  each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.

                                  [END OF PAGE]

                                       15
<PAGE>



         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed and delivered as of the date first above written.


                                     OPHTHALMIC IMAGING SYSTEMS, INC.


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



                                     MEDIVISION MEDICAL IMAGING LTD.


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


                [SIGNATURE PAGE - REGISTRATION RIGHTS AGREEMENT]


                                       16
<PAGE>


                                   SCHEDULE A
                                   ----------

                                CONVERSION SHARES

         The  principal  amount  of  borrowings  under the line of  credit,  and
accrued interest thereon,  pursuant to the Funding Agreement is convertible into
shares of common stock of the Issuer at a conversion price of $0.80 per share.


                                       17
<PAGE>


                                   SCHEDULE B
                                   ----------

                                 PREMIER SHARES

         The  Investor  has  acquired  5,964,635  shares of common  stock of the
Company from Premier.


                                       18