Exhibit 10.27


                          PROMISSORY NOTE

Maximum Amount                             Sacramento, California
$500,000                                           April 30, 1998

     On demand, the undersigned Ophthalmic Imaging Systems, a California
corporation, ("Borrower") promises to pay to Premier Laser Systems, Inc., a
California corporation ("Lender"), or order, at its office located at 3
Morgan, Irvine, California 92618, or at such other place as the holder
hereof may from time to time designate by written notice to Borrower, the
principal amount of Five Hundred Thousand Dollars ($500,000) or such lesser
amount as may be borrowed and remain unpaid hereunder.

     Advances hereunder, to the total amount of the principal sum stated
above, may be made by Lender at the oral or written request of CEO or Director
of Finance.  Such advances shall be made by means of payments by
Lender, on behalf of Borrower and may be made for various purposes, including
to acquire inventory for Borrower.  Inventory required through the use of 
advances made hereunder shall be owned by Borrower and subject to the Security 
Agreement (described below).

     Borrow may from time to time during the term of this Note borrow,
partially or wholly repay its outstanding borrowings, and reborrow, subject
to all of the limitations, terms and conditions of this Note and of any
agreement executed in connection with this Note, provided that the
outstanding principal balance of this Note shall at no time exceed the
principal amount stated above, and provided further that regardless of the
outstanding balance of this Note, Lender shall be under no obligation at
any time to make any further loans or advances, it being expressly agreed
that the decision whether to make any advances or loans to Borrower shall
be made by Lender in his solo and absolute discretion.  The unpaid
principal balance of this obligation at any time shall be the total amounts
advanced hereunder by the holder hereof less the amount of principal
payments made hereon by or for Borrower, which balance may be endorsed
hereon from time to time by the holder.

     Borrower promises to pay interest on each advance hereunder, from the
disbursement date of each such advance, and whether before or after any
breach hereof except as set forth below, at a per annum rate of 8.50%.
Interest is computed on the basis of a 360 day year, and on the basis of
actual days elapsed.

     All principal and accrued interest owing hereunder shall be due and
payable upon the earlier of (i) written demand for payment by Lender or
(ii) one year from the date of this Note.

     Principal and interest shall be payable in lawful money of the United
States in immediately available funds.

     Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual
practice, all advances made by Lender hereunder and all payments and
prepayments made an account of the principal balance hereof.  This Note may
be prepaid in whole or in part at my time without penalty.

     This Note is secured by a Security Agreement ("Security Agreement") of
even date herewith covering the inventory purchased on behalf of Borrower
with the advances made under this Note, and the proceeds thereof.

     All agreements between Borrower and Lender hereof are expressly
limited so that in no contingency or event whatsoever, whether by reason of
advancement of the proceeds hereof, acceleration of maturity of the unpaid
principal balance hereof, or otherwise, shall the amount paid or agreed to
be paid to Lender hereof for the use, forbearance or detention of the money
to be advanced hereunder exceed the highest lawful rate permissible under
applicable usury laws.  If, from any circumstances whatsoever, fulfillment
of any provision hereof or the Security Agreement securing this Note or any
other agreement referred to herein, at the time performance of such
provision shall be due, shall involve transcending the limit of validity
prescribed by law which a court of competent jurisdiction may deem
applicable hereto, then ipso facto the obligation to be fulfilled shall be
reduced to the limit of such validity, and if from any circumstances the
holder hereof shall ever receive as interest an amount which would be
excessive interest shall be applied to the reduction of the unpaid
principal balance due hereunder and not to the payment of interest.  This
provision shall control every other provision of all agreements between
Borrower and Lender.

     In the event of (i) a default in the making or paying of any payment
hereunder or (ii) a breach or default in the performance of observance of
any covenant,  condition, or breach  or  any representation or warranty
contained in the Security Agreement or any other agreement or instrument
evidencing or securing this Note, Lender may, at its option, declare this
Note to be immediately due and payable.

     The makers, sureties, endorsers and guarantors hereof (if any) (1)
agree to pay all actual and reasonable costs and expenses, including
reasonable attorneys' fees, expended or incurred in the collection and
enforcement of this Note, in actions for declaratory relief in any way
related to this Note, or in the protection or preservation of any rights of
the holder hereunder; (2) consent to renewals and extensions of time at or
after the maturity hereof; (3) waive diligence, presentment, protest,
notice of protest, demand, and notice of dishonor; (4) waive the right to
plead any statute of limitations as a defense to any claim hereunder or in
connection with any security for this Note, to the full extent permitted by
law; and (5) agree that no failure on the part of the holder of this Note
to exercise any power, right or privilege hereunder, or to insist upon
prompt compliance with the terms hereof, shall constitute a waiver thereof.

     Time is of the essence of this Note.

<PAGE>

     [PARAGRAPH REPLACED WITH INSERT A ATTACHED HERETO AND AS PART HEREOF]

     Notwithstanding the foregoing, so long as the holder of this Note has
not received written notification or the occurrence of an event of default
under the Senior Debt, the holder of this Note may make demand for, and
accept payment of, this Note, and any payments so received may be retained
by the holder hereof.

     No present or future holder of Senior Debt shall be prejudiced in its
right to enforce the subordination of this Note by any act or failure to
act on the part of Borrower.  The foregoing provisions as to subordination
are solely for the purpose of defining the relative rights of the holders
of the Senior Debt on the one hand, and the holder of this Note on the
other hand, and none of such provisions shall impair, as between Borrower
and the holders of this Note, the obligations of Borrower, which is
unconditional and absolute, to pay to the holder of this Note the principal
and interest thereon, in accordance with the terms of this Note, nor shall
any such provisions prevent any holder of this Note from exercising all
remedies otherwise permitted by applicable law or under the terms of this
Note upon default thereunder, subject to the rights, if any, under the
foregoing provisions, of holders of Senior Debt to receive cash, property
or securities otherwise payable or deliverable to the holder of this Note.

     This Note and all matters relating or pertaining thereto shall be
governed by and construed under the laws of the State of California.

                              OPHTHALMIC IMAGING SYSTEMS,
                              a California corporation

                              By: _______________________________
                                    Its: Chief Executive Officer


The undersigned each agree to the subordination provisions contained in the
Note.

PREMIER LASER SYSTEMS, INC.        IMPERIAL BANK


By __________________________           By __________________________
Title _________________________         Title Vice President/Team Leader


<PAGE>

                               ADVANCES AND PAYMENTS



Date      Amount of Advance   Aggregate Amount    Aggregate Amount   Notation
         (+) or Paydown ( )      Outstanding       Still Available   Made By
                                                 (up to $_________)




<PAGE>
                          PROMISSORY NOTE
                  TO PREMIER LASER SYSTEMS, INC.
                  FROM OPHTHALMIC IMAGING SYSTEMS
                       DATED APRIL 30, 1998

INSERT A
PAGE 3


     All claims of Lender against Borrower now or hereafter existing,
whether matured or not, are and shall be at all times subordinate and
subject to any and all claims of Imperial Bank against Borrower now or
hereafter existing, whether matured or not, so long as any such claim on
Imperial Bank's part against Borrower shall remain unpaid, in whole or in
part, and Lender agrees not to sue upon, or to collect, or to receive
payment upon, by setoff or in any other manner, any claim or claims on
Lender's part against Borrower now or hereafter existing, not to sell,
assign, transfer, pledge, or give a security interest in the same (except
subject expressly to this Agreement), nor to enforce or apply any security
now or hereafter existing, nor to join in any petition in bankruptcy or any
assignment for the benefit of creditors or any creditors agreement, nor to
take any lien or security on any of Borrower's property, real or personal,
nor to incur any obligation to nor receive any loans, advances or gifts
from Borrower, so long as any such claim on Imperial Bank's part against
Borrower shall exist or so long as Imperial Bank is committed or otherwise
obligated to make any loans to, or grant any credit to, Borrower.

     All claims on Imperial Bank's part against Borrower now or hereafter
existing shall be first paid by Borrower before any payment shall be made
by Borrower to Lender.  Said priority of payment shall apply during the
ordinary course of Borrower's business and in case of any assignment by
Borrower for the benefit of Borrower's creditors, and in case of any
bankruptcy proceedings instituted by or against Borrower, and in case of
the appointment of any receive for Borrower or Borrower's business or
assets, and in case of any dissolution or other winding up of the affairs
of Borrower, or of Borrower's business, and in all such cases respectively,
the officers of Borrower and any assignee, trustee in bankruptcy, receiver,
and other person or persons in charge, are hereby directed to pay to
Imperial Bank the full amount of Imperial Bank's claims against Borrower
before making any payment to Lender, and so far as may be necessary for
that purpose, Lender hereby transfers and assigns to Imperial Bank all of
Lender's rights to any payment or distribution which might otherwise be
coming to Lender.  Imperial Bank is hereby irrevocably constituted and
appointed the attorney-in-fact of Lender to file any and all proofs of
claim and any other documents and to take all other action, either in
Imperial Bank's name, or in the name of Lender, or any of them, which in
Imperial Bank' opinion is necessary or desirable to enable Imperial Bank to
obtain all such payments.

     Lender further agrees that in case Lender should take or receive any
security interest in, or lien by way of attachment, execution, or otherwise
on any of the property, real or personal, of Borrower, or should take or
join in any other measure or advantage contrary to this Agreement, while
any claim exists on Imperial Bank's part against Borrower, Imperial Bank
shall be entitled to have the same vacated, dissolved and set aside by such
proceedings at law, or otherwise, as Imperial Bank may deem proper, and
this Agreement shall be and constitute full and sufficient ground therefor
and shall entitle Imperial Bank to be and become party to any proceedings
at law, or otherwise, initiated by Imperial Bank or by any other party, in
or by which Imperial Bank may deem it proper to protect Imperial Bank's
interest hereunder; and the party so violating this Agreement shall be
liable to Imperial Bank for all loss and damages sustained by Imperial Bank
by reasons of such breach, including attorney's fees in any such legal
action.