Exhibit 10.1

              AMENDMENT NO. 1 TO WORKING CAPITAL FUNDING AGREEMENT



      This AMENDMENT NO. 1 TO WORKING  CAPITAL  FUNDING  AGREEMENT,  dated as of
July 1, 2001  ("AMENDMENT  NO.  1"), is entered  into by and between  Ophthalmic
Imaging  Systems,  a California  corporation  ("OIS"),  and  MediVision  Medical
Imaging Ltd., and Israeli corporation ("MEDIVISION").


                              W I T N E S S E T H:

      WHEREAS,  OIS and MediVision are parties to that certain  Working  Capital
Funding Agreement,  dated as of July 13, 2000 (the "AGREEMENT"),  whereby, among
other  things,  MediVision  agreed  to make  loans  to OIS for  working  capital
purposes in the  principal  amount of up to $1,500,000  (the "MAXIMUM  PRINCIPAL
AMOUNT"), which borrowings are convertible,  at MediVision's option, into shares
of OIS  common  stock  pursuant  to the terms and  conditions  contained  in the
Agreement  (all  capitalized  terms used but not defined  herein  shall have the
meanings ascribed to them in the Agreement);

      WHEREAS,  OIS has executed and delivered to MediVision the Working Capital
Note evidencing the foregoing;

      WHEREAS,  the parties hereto desire to amend the Agreement and the Working
Capital Note in accordance with the terms and conditions set forth herein, which
the  parties  hereto  acknowledge  and agree is for  their  mutual  benefit  and
understanding.

      NOW,  THEREFORE,  intending to be legally  bound and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

      1. AMENDMENT.  The Agreement is hereby amended to provide that the Maximum
Principal  Amount is hereby increased by One Million Dollars  ($1,000,000)  (the
"ADDITIONAL AMOUNT") from One Million Five Hundred Thousand Dollars ($1,500,000)
to Two Million Five Hundred Thousand Dollars ($2,500,000), with loans for all or
part of the Additional Amount to be convertible,  at MediVision's  option,  into
shares of OIS  common  stock on the same  terms as set  forth in the  Agreement;
provided,  however,  that (a) the conversion price per share applicable to loans
for  all or part of the  Additional  Amount  shall  be  $0.185,  (b) any and all
advances of the Additional  Amount shall be at the sole and absolute  discretion
of  MediVision,  and (c) any  portion of the  Additional  Amount  which has been
advanced  by  MediVision  but which has not been  repaid by OIS shall be due and
payable  within  thirty (30) days of notice of such by  MediVision  to OIS,  the
giving  of  which  notice  shall  be in the  sole  and  absolute  discretion  of
MediVision.

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      2. RATIFICATION. Except as expressly modified by this Amendment No. 1, the
Agreement and all of its terms,  covenants,  and  provisions is in all respects,
ratified, confirmed and approved. This Amendment No. 1 shall become effective on
the date hereof.

      3.  COUNTERPARTS.  This  Amendment No. 1 may be executed in  counterparts,
each of which shall be deemed an  original,  but all of which shall be deemed to
be and constitute one and the same instrument.

      IN WITNESS WHEREOF,  the parties hereto have executed this Amendment No. 1
to Working Capital Funding Agreement as of the date first above written.

OPHTHALMIC IMAGING SYSTEMS

By:    /s/ Gil Allon
       -----------------------------------------------

Name:  Gil Allon
       -----------------------------------------------

Title: Chief Executive Officer
       -----------------------------------------------


Address:      221 Lathrop Way, Suite I
              Sacramento, CA  95815
              Attention:  President
              Facsimile No.  (916) 646-0207
              Telephone No.  (916) 646-2020


MEDIVISION MEDICAL IMAGING LTD.

By:    /s/ Noam Allon
       -----------------------------------------------

Name:  Noam Allon
       -----------------------------------------------

Title: President, Chief Executive Officer
       -----------------------------------------------

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






    [SIGNATURE PAGE TO AMENDMENT NO. 1 TO WORKING CAPITAL FUNDING AGREEMENT]


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