SECURED CONVERTIBLE WORKING CAPITAL PROMISSORY NOTE

Sacramento, California                                               $1,500,000
________ __, 2000

         1. Terms of Payment. FOR VALUE RECEIVED,  Ophthalmic Imaging Systems, a
California  corporation  ("OIS"),  promises  to pay to the  order of  MediVision
Medical Imaging Ltd., or any other holder of this Note  ("MediVision"),  at such
place as MediVision  may designate in writing,  the lesser of: (a) the principal
sum of one million five hundred thousand ($1,500,000) (the "Line of Credit"), or
(b) the aggregate  unpaid  principal sum of all revolving  credit loans (each, a
"Loan" and,  collectively,  the "Loans")  made to OIS, at its request and in its
sole  discretion,  up to  $1,500,000,  under this  Secured  Convertible  Working
Capital  Promissory  Note (this "Note") from time to time.  Within the limits of
the Line of Credit,  and  subject to the terms and  conditions  hereof,  OIS may
borrow, repay, prepay and reborrow the Loans under this Note.

         2. Interest.

            (a) OIS will pay interest on the unpaid principal amount hereof from
time to time  outstanding,  computed  on the basis of a 365-day  year and actual
days elapsed, at a rate of 9.3% per annum.

            (b) OIS will pay interest,  at the rate described above,  monthly in
arrears  on the first day of each month in each  year,  commencing  ___________,
2000, at maturity  (whether by acceleration or otherwise) and upon the making of
any prepayment,  as hereinafter  provided. In no event shall interest exceed the
maximum  legal rate  permitted  by law.  All  payments,  including  insufficient
payments,  shall be credited,  regardless of their  designation by OIS, first to
outstanding  late fees and any charges and expenses,  then to accrued and unpaid
interest and the remainder, if any, to unpaid principal hereunder.

         3. Revolving Loan Period.  Subject to compliance with the terms hereof,
OIS may borrow,  repay and  reborrow the Loans for a period of  thirty-six  (36)
months   commencing  on  the  date  hereof  (the  "Revolving   Credit  Period").

         4. Repayment of Principal.  All amounts outstanding  hereunder shall be
due and payable on  ___________,  2003 (the  "Maturity  Date"),  unless  payable
earlier in accordance  with the terms of this Note. This Note may be prepaid (in
whole or in  part) at any  time,  without  any  prepayment  penalty  or  premium
therefor at the option of OIS in its sole and absolute discretion.

         5.  Security  Interest In Certain  Property.  All  Property (as defined
below)  shall be  subject  to a  security  interest  in favor of  MediVision  as
security for any and all Liabilities (as defined below) and as security for such
Liabilities,  OIS hereby grants to MediVision a continuing perfected interest on
and security  interest in, and hereby  pledges and assigns to MediVision  all of
OIS'  right  title  and  interest,  whether  now  owned or  hereafter  acquired,

<PAGE>

howsoever arising, in and to the Property. The term "Property" shall mean all of
the  assets  and  properties  of the OIS,  including,  without  limitation,  the
following:

            (a) any and all accounts  receivable of the OIS, which shall include
all accounts and other rights to receive  payments for goods and other  products
sold or leased or for services  rendered,  whether or not earned by performance,
recognized by the  referenced  person or recorded on its books and records,  and
irrespective  of whether any may be  characterized  as accounts,  chattel paper,
choses-in-action,  contract rights, general intangibles,  instruments, invoices,
notes or otherwise in any document, by any person or under any applicable law;

            (b) any and all inventory of the OIS,  wherever  located,  including
any and all raw materials, work-in-progress and finished goods;

            (c) any and all tangible  personal assets and properties of the OIS,
wherever  located,  including  (without  limitation)  any  and  all  accessions,
accessories,  additions,  equipment,  fixtures,  furnishings,  goods, inventory,
machinery, materials, parts, replacements, supplies, tools and vehicles, whether
or not located upon or affixed to any of the foregoing; and

            (d) any and all accounts,  instruments,  chattel paper, documents of
title and trust  receipts (and the goods  covered  thereby,  wherever  located),
contract rights,  warranties,  casualty and other insurance policies and rights,
litigation  claims and rights,  tradenames and other general  intangibles of the
OIS,  and any and all computer  programming  data and other books and records of
the OIS;

in each case  whether now existing or  hereafter  acquired or created,  together
with the products  and proceeds  thereof,  all  collections,  payments and other
distributions and realizations  with respect thereto,  any and all other rights,
powers,  privileges,  remedies  and  interests  of the OIS  therein,  thereto or
thereunder,  and  any  and  all  renewals,   substitutions,   modifications  and
extensions of any and all of the foregoing subsections.

The term  "Liabilities"  shall mean the indebtedness  evidenced by this Note and
all other indebtedness and obligations of any kind of OIS to (a) MediVision, (b)
any group of which MediVision is a member, or (c) any other person if MediVision
has a  participation  or other  interest in such  indebtedness,  liabilities  or
obligations,  whether (i) for  MediVision's  own account or as agent for others,
(ii) acquired  directly or indirectly  by MediVision  from OIS or others,  (iii)
absolute or contingent,  joint or several,  secured or unsecured,  liquidated or
unliquidated, due or not due, contractual or tortious, now existing or hereafter
arising, or (iv) incurred by OIS as principal,  surety,  endorser,  guarantor or
otherwise,  and including without limitation all expenses,  including attorneys'
fees and  disbursements,  incurred by  MediVision  in  connection  with any such
indebtedness,  liabilities, or obligations or any of the Property (including any
sale or other disposition of the Property).

         6. Conversion into OIS Common Stock.

            (a) The  MediVision  shall have the right from and after the date of
issuance of this Note and then at any time on or prior to the Maturity Date, and
until this Note is fully paid, to convert any outstanding  and unpaid  principal
portion of this Note and, at the MediVision's  election,  the accrued and unpaid
interest thereon (the date of delivery to OIS of a notice


                                       2
<PAGE>

requesting   conversion   being  a  "Conversion   Date")  into  fully  paid  and
nonassessable  shares of Common  Stock,  without par value,  of OIS ("OIS Common
Stock") as such stock exists on the date of issuance of this Note, or any shares
of capital  stock of OIS into which such  stock  shall  hereafter  be changed or
reclassified  (the "OIS  Common  Stock") at the  conversion  price as defined in
Section 6(b) hereof (the  "Conversion  Price"),  determined as provided  herein.
Upon the  delivery  of this Note to OIS,  accompanied,  preceded  or followed by
notice  from the  MediVision  to OIS of the  MediVision's  written  request  for
conversion,  OIS shall  issue and  deliver  to the  MediVision  within  ten (10)
business days from the Conversion Date that number of shares of OIS Common Stock
for the  portion  of the Note and  interest  converted  in  accordance  with the
foregoing  and a new Note in the form  hereof for the  balance of the  principal
amount hereof,  and/or interest if any. The number of shares of OIS Common Stock
to be issued upon each  conversion  of this Note shall be determined by dividing
that portion of the principal of and interest on the Note to be converted by the
Conversion Price.

            (b) The Conversion Price per share shall be $0.80.

            (c) The  Conversion  Price  and  number  and kind of shares or other
securities to be issued upon conversion determined pursuant to Sections 6(a) and
6(b),  shall be subject to  adjustment  from time to time upon the  happening of
certain events while this conversion right remains outstanding, as follows:

               A.  Merger,  Sale  of  Assets,  etc.  If OIS at  any  time  shall
consolidate  with or merge into or sell or convey all or  substantially  all its
assets to any other  corporation,  the Note, as to the unpaid principal  portion
thereof and accrued interest thereon, shall thereafter be deemed to evidence the
right to  purchase  such  number  and kind of  shares  or other  securities  and
property  as would  have been  issuable  or  distributable  on  account  of such
consolidation,  merger,  sale  or  conveyance,  upon  or  with  respect  to  the
securities subject to the conversion or purchase right immediately prior to such
consolidation,  merger,  sale  or  conveyance.  The  foregoing  provision  shall
similarly  apply to  successive  transactions  of a  similar  nature by any such
successor or purchaser.  Without  limiting the generality of the foregoing,  the
anti-dilution  provisions of this Section shall apply to such securities of such
successor or purchaser after any such consolidation, merger, sale or conveyance.

               B.   Reclassification,   etc.  If  OIS  at  any  time  shall,  by
reclassification  or  otherwise,  change the OIS Common Stock into the same or a
different  number of  securities  of any class or classes,  this Note, as to the
unpaid principal portion thereof and accrued interest thereon,  shall thereafter
be deemed to evidence the right to purchase  such number and kind of  securities
as would have been issuable as the result of such change with respect to the OIS
Common Stock immediately prior to such reclassification or other change.

               C. Stock Splits, Combinations and Dividends. If the shares of OIS
Common  Stock are  subdivided  or combined  into a greater or smaller  number of
shares of OIS Common Stock,  or if a dividend is paid on the OIS Common Stock in
shares of OIS  Common  Stock,  the  Conversion  Price  shall be  proportionately
reduced in case of subdivision  of shares or stock  dividend or  proportionately
increased in the case of combination  of shares,  in each such case by the ratio
which the total  number of shares of OIS Common  Stock  outstanding  immediately
after  such  event  bears to the total  number of  shares  of OIS  Common  Stock
outstanding

                                       3
<PAGE>

immediately prior to such event.

            (d) During the period the conversion right exists,  OIS will reserve
from its authorized and unissued OIS Common Stock a sufficient  number of shares
to provide for the issuance of OIS Common Stock upon the full conversion of this
Note.  OIS represents  that upon issuance,  such shares will be duly and validly
issued, fully paid and non-assessable. OIS agrees that its issuance of this Note
shall constitute full authority to its officers, agents, and transfer agents who
are charged with the duty of executing and issuing stock certificates to execute
and issue the  necessary  certificates  for shares of OIS Common  Stock upon the
conversion of this Note.

            (e) OIS shall give not less than ten (10) days' prior written notice
to the MediVision of any change in the Conversion  Price under this Note and the
method of calculation thereof.

            (f) OIS will not, by amendment of its Articles of  Incorporation  or
through  any  reorganization,   transfer  of  assets,   consolidation,   merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the  observance or  performance of any of the terms to be observed
or performed  hereunder by OIS but will at all times in good faith assist in the
carrying out of all the  provisions  of this  Agreement and in the taking of all
such  actions  as may be  necessary  or  appropriate  in  order to  protect  the
conversion rights of the MediVision.

         7.  Governing  Law.  This Note shall be governed  by, and  construed in
accordance  with,  the laws of the State of  California,  without  regard to its
rules on conflicts of laws or choice of law.

         8.  Notices,  Etc.  All notices and other  communications  provided for
under this Note  shall be in writing  (including  facsimile  transmissions)  and
deemed   properly   give  (i)  if   delivered   in  person,   (ii)  if  sent  by
nationally-recognized  overnight delivery service,  (iii) in the event overnight
delivery  services are not readily  available,  if mailed by first-class  United
States mail,  postage  prepaid,  registered or certificated  with return receipt
requested,  or  (iv) if  sent  by  facsimile  with  receipt  of  answer-back  or
confirmation.  Notice that is mailed shall be effective  upon the  expiration of
five (5) business days after its deposit. Notice given in any other manner shall
be  effective  upon receipt by the  addressee.  The address for such notices and
communications shall be as follows:

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

                                       4
<PAGE>

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 MediVision:               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.
                                    Tel. No.: (212) 704-6000
                                    Fax No.: (212) 704-6288

or such other  address as may be designated  in writing  hereafter,  in the same
manner, by such person.

         9. 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.

         10.  Successors  and Assigns.  This Note shall not be assignable by OIS
without the prior written consent of the MediVision.  This Note shall be binding
upon OIS and its  successors  and  permitted  assigns and the terms hereof shall
inure to the benefit of MediVision  and its  successors  and assigns,  including
subsequent holders hereof.

         11. Entire Agreement.  This Note sets forth the entire agreement of OIS
and  MediVision  with respect to this Note and may be modified only by a written
instrument executed by OIS and MediVision.

         12.  Headings.  The headings herein are for convenience  only and shall
not limit or define the meaning of the provisions of this Note.

                                            OPHTHALMIC IMAGING SYSTEMS

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


                                       5