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EXHIBIT 10.53


                              SETTLEMENT AGREEMENT

         This Settlement Agreement is entered into as of the 13 day of October
2005 by and between Advanced Refractive Technologies Inc. (the "Company") and
Gebauer Medizintechnik GmbH (Gebauer),

                                    RECITALS:
                                    ---------

         Certain disputes have arisen between the Company and Gebauer, and the
parties desire to reach a full compromise and settlement of all obligations and
disputes BETWEEN THEM IN their entirety, and to enter into a mutual general
release;

        NOW, THEREFORE; the parties agree as follows:

         1.       MUTUAL RELEASES.

                 1.1 RELEASE OF THE COMPANY. Gebauer, acting on his own behalf
and on behalf of its directors and officers hereby unconditionally releases and
discharges the Company, and its officers, directors, agents, successors and
representatives, from any and all claims, liabilities, demands, obligations,
costs, expenses, actions and causes of action, of every nature, character and
description, known or unknown, fixed or contingent, which Gebauer (or any person
claiming through or on behalf of Gebauer) now owns or holds, or has at, any time
heretofore owned or held, against any of them,

                 1.2 Release of Gebauer. The Company, acting on its own behalf
and on behalf of its directors and officers, hereby unconditionally releases and
discharges Gebauer from any and all claims, liabilities, demands, obligations,
costs, expenses, actions and causes of action; of every nature, character and
description, known and unknown, fixed or contingent, which the Company (or any
person claiming through or on behalf of the Company) now owns or holds; or has
at any time heretofore owned or held, against Gebauer.

         2 ATTORNEYS' FEES, If any legal action arises under this Agreement, the
prevailing party shall be entitled to recover all costs and expenses, including
reasonable attorneys' fees, incurred to enforce or interpret this Agreement.

         3. ENTIRE AGREEMENT. This Agreement represents the entire agreement
between the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements, representations and understandings,

         4. ADVICE; REPRESENTATION. Gebauer and the Company each acknowledges
that it has obtained such advice, including advice from legal counsel, as it has
deemed necessary and appropriate under the circumstances. Each of Gebauer and
the Company is aware that under this Agreement it forgoes certain legal rights,
and is willing to forego those rights in exchange for the settlement
consideration described herein.



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         5. TERMINATION OF THE MANUFACTURING SUPPLY AND DISTRIBUTION AGREEMENT.
The Company acknowledges and agrees that the Manufacturing, Supply and
Distribution Agreement dated as of April 27, 2004 by and between Gebauer and the
Company (the "Agreement") is terminated and that neither Gebauer nor the Company
has any further obligations under the Agreement other than the Confidentiality
provisions of Section 15 and the recordkeeping requirements of Section 3.2(iv)
of the Agreement which shall survive such termination.

         6. FURTHER ASSURANCES. The Company agrees to promptly provide Gebauer
with (i) a complete list of customer names, addresses; and Gebauer products sold
by the Company; and (ii) the Company's customer complaint file for Gebauer
products. The Company also agrees to promptly provide to Gebauer any and all
relevant information in the Company's control or possession that may be
necessary for Gebauer to respond to any regulatory requirement or inquiry or to
allow Gebauer to deal with any Gebauer product recall.

         7, GOVERNING LAW. This Settlement Agreement shall be governed by the
laws of the Federal State of Baden-Wuerttemberg in Germany without regard to its
conflicts of law provisions.

          8. COUNTERPARTS. This Settlement Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but both of which
together shall be deemed one and the same instrument.

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.



                 Advanced Refractive Technologies Inc.

                 By: /s/ Randal A. Bailey
                 ------------------------
                 President

                 Gebauer Madizintechnik GmbH

                 By: /s/ Steffen Gebauer
                 -----------------------
                 Steffen Gebauer, Managing Director