Exhibit 10.2

               SECURED CONVERTIBLE WORKING CAPITAL PROMISSORY NOTE


Sacramento, California                                                $1,000,000
July 1, 2001


      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  Dollars  ($1,000,000)  (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 but in the sole and
absolute discretion of MediVision, up to One Million Dollars ($1,000,000), 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  February  1,
2001, 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-one (31) months
commencing   on   the   date   hereof   (the   "REVOLVING    CREDIT    PERIOD").

      4. REPAYMENT OF PRINCIPAL UPON NOTICE. All amounts  outstanding  hereunder
shall be due and payable within thirty (30) days of notice of such by MediVision
to OIS (the  "MATURITY  DATE"),  the giving of which notice shall be in the sole
and absolute discretion of MediVision, 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,



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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)  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  MediVision's  election,  the  accrued  and unpaid
interest thereon (the date of delivery to OIS of a notice requesting

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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 MediVision to OIS
of MediVision's  written request for conversion,  OIS shall issue and deliver to
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 $0.185.

          (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

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immediately  after such event bears to the total  number of shares of OIS Common
Stock outstanding 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  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 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:  Chief Executive Officer
                                       Facsimile No.  (916) 646-0207
                                       Telephone No.  (916) 646-2020

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If to MediVision:                      MediVision Medical Imaging Ltd.
                                       P.O. Box 45
                                       Industrial Park
                                       Yokneam Elit
                                       20692 Israel

In either case, with a copy to:        Jenkens & Gilchrist 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 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: /s/ Gil Allon
                                             ---------------------------------
                                             Name:   Gil Allon
                                             Title:  Chief Executive Officer



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