EXHIBIT 10.1
                                                                    ------------

    AMENDMENT NO. 2 TO WORKING CAPITAL FUNDING AGREEMENT AND SHORT-TERM NOTE

         This  AMENDMENT  NO.  2  TO  WORKING  CAPITAL  FUNDING   AGREEMENT  AND
SHORT-TERM  NOTE,  dated as of May 21, 2003 ("Amendment No. 2"), 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 and  amendment  No. 1 The working
Capital Funding Agreement as of July 1, 2001 (the "Agreement"),  whereby,  among
other  things,  MediVision  agreed  to make  loans  to OIS for  working  capital
purposes in the  principal  amount of up to $2,500,000  (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 modify the
                  repayment terms and to extend the maturity date to January 1,
                  2005. Payments made against these notes, including the
                  Short-Term Note are to be applied on a First in First out
                  (FIFO) basis application to the principal and interest of the
                  oldest Note on record.

         2.       Options. With the extended maturity date of the notes, the
                  option conversion period is extended to conform to the
                  amendments in this agreement.

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

         4.       Counterparts. This Amendment No. 2 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.


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<PAGE>

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

OPHTHALMIC IMAGING SYSTEMS

By: /s/ Gil Allon
    -------------------------------------------------
Name: Gil Allon
      -----------------------------------------------
Title: CEO
       ----------------------------------------------

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


MEDIVISION MEDICAL IMAGING LTD.

By: /s/ Noam Allon
    -------------------------------------------------
Name:  Noam Allon
      -----------------------------------------------
Title: CEO
       ----------------------------------------------

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



    [Signature Page to Amendment No. 2 to Working Capital Funding Agreement]



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