Exhibit 10.35


 





LEASE AGREEMENT


 


CONCLUDED BETWEEN


 


The Unregistered Partnership CALDERARI
& SCHWAB, Schloss-Strasse 8a, 2560 Nidau


 


- Lessor -


 


AND


 


STAAR Surgical AG,
Hauptstrasse 104, 2560 NIDAU


 


- Lessee -


 


		1.	Leased property



 


The Lessee rents the following spaces in the property
Hauptstrasse 104, 2560 Nidau


 


Office space measuring 150 m2, separated
into four individual offices with separate entrance area, including two WC on the first floor.


 


		2.	Lease start date



 


The lease starts on March 1, 2007.


 


		3.	Lease term



 


The lease term is fixed until October 31, 2008.


 


If the option is not exercised and if neither of
the two parties give notice by April 30, 2008, the lease contract will be extended by 1 year, after expiration of the fixed lease
term. The notice period is always 6 months and must be adhered to.


 




     


     


    

  


		3.1	Option right



 


The Lessee has an option right of 1 x 3 years.

The Lessee must indicate in writing at least 6 months prior whether it elects to exercise its option right.


 


		3.2	Every time another lessee vacates a space in the property, the Lessee has the option to move into the vacated space. If the
Lessee elects to exercise this option, the Lessee may withdraw from this contract before its expiration as part of the exercised
option.



 


		4.	Net lease amount



 


The net lease amount is CHF 21,000.00 annually.


 


		4.1	The net lease amount of CHF 21,000.00 annually is tied to the consumer price index BIGA as of March 1, 2007.



 


After March 1, 2007, the net lease amount may be
adjusted once by the full percentage change in the index on each January 1, regardless of the fixed lease term of the contract,
at the request of either party. The first adjustment may take place no earlier than January 1, 2008.


 


		4.2	Incidental expenses



 


Advance payments for heating costs, electricity
costs in the common spaces, boiler costs, water charges, waste water and waste removal charges, if any, for which the Lessor will
provide an account statement each April 30, amount to CHF 200.00 per month. 


The amount charged is based on the leased square meters.


 


		5.	Usage of the leased property



 


		5.1	The leased property is being used as office space. The Lessee must request the Lessor's approval in the event of any changes
to the intended purpose of the space.



 




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		5.2.	Maintenance



 


The Lessee is obliged to keep the property clean
and in order. Annual repairs that do not exceed 2% of the annual lease amount must borne by the Lessee.


 


If damage is detected in or on the leased property,
the Lessee is required to limit the damage as much as possible, either by taking immediate measures at its own expense or by immediately
notifying the Lessor.


 


The Lessee must permit repairs, minor finishing
work or required changes to the leased property and the entire property without claims for compensation.


 


The Lessee is fully responsible for carrying out
the following repair work.


 


		-	Repairs of elevator straps, tapes or ropes of shutters
and sun shades.






		-	Replacement of electrical switches, outlets, fuses,
light bulbs (also of the lighting fixtures belonging to the building on a pro rata basis), water taps and door locks)






		-	Unclogging of pipes, sinks, toilets, washing facilities,
etc.






		-	Repair or replacement of seals on radiators or other
equipment.



 


		5.3	House regulations



 


The Lessee undertakes to show reasonable consideration
for other lessees and neighbors in every respect and to comply with the applicable house regulations.


 


		5.4	Sub-leasing



 


Sub-leasing of the spaces is only permitted with
the express consent of the Lessor.


 


		5.5	Accessibility of the leased property



 


The Lessor has the right to enter the leased premises
with prior appointment at any time in order to safeguard its interests.


 




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		6.	Insurances



 


		6.1	The Lessee is expected to reasonably insure all machines, furnishings,
furniture, goods and generally all items located in the leased space at its own cost against theft, fire, explosion and water damage,
including all risks in connection with its operations, and the Lessee is in particular expected to provide insure cover for tenant
liability. 

The Lessee is liable for all consequences of potential non-compliance
with this obligation with the Lessor being fully compensated.



 


		7.	Company signs and lettering



 


		7.1	Installation and execution



 


The Lessee may only put up company signs and lettering
with the prior consent of the Lessor at the indicated location. The Lessor is responsible for deciding its type and design, particularly
with regard to the arrangement, order, size, color, format and material.


 


		7.2	Costs



 


The costs for new lettering or changes must be
borne by the Lessee. The Lessee is also responsible for any costs arising from potential removal and reattachment due to a change
of lessees.


 


		8.	Changes to the leased property



 


		8.1.	Approval



 


Changes to the leased property are only permissible
with the express written approval of the Lessor.


 


		9.	Return of the leased property



 


		9.1	Cleaning



 


The leased property must be returned in a clean
and generally orderly state.


 


		9.2.	Damage



 


The Lessee is liable for any damage that is not
the result of normal wear and tear. Such damage must be repaired by the Lessee by the end of the leasing relationship.


 




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		9.3	Repairs



 


Repairs should be carried out according to the
practices of the Property and Home Owners Association (Grund- und Hauseigentümerverband) of Biel and surrounding areas.


 


		10.	The Lessee has the right to have the present lease contract entered in the land register at its own cost.



 


		11.	Jurisdiction



 


		11.1	The parties agree on Nidau as the jurisdiction in the event
of any disputes.



 


		11.2	The Swiss Code of Obligations (Schweizer Obligationenrecht) applies for all liabilities arising under this lease contract.



 


This contract has been executed in triplicate. One copy each
is held by the Lessor and the Lessee and one copy is intended for the land registry office.


 


	The Lessee:	 	The Lessor:
	 	 	 
	/s/	 	/s/
	 	 	 
	Philippe Subrin	 	Walter Schwab
	 	 	 
	/s/	 	/s/
	 	 	 
	Hans Martin Blickensdörfer	 	Enzo Calderari
	 	 	 
	STAAR Surgical AG	 	Unregistered Partnership
	 	 	 
	 	 	CALDERARI & SCHWAB
	 	 	 
	Nidau, [handwritten] June 11, 2007	 	Nidau,


 




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