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[LOGO OF UBS]                                              Master No. 272-351697

                                                                   EXHIBIT 10.82

MASTER CREDIT AGREEMENT

1        LENDER

         UBS AG
         Barenplatz 8
         3001 Berne

         (referred to below as 'UBS')

2        BORROWER

         Staar Surgical AG
         Hauptstrasse 104
         3560 Nidau

         (referred to below as 'the Borrower')

3        CREDIT FACILITY

         UBS grants to the Borrower a credit facility in a maximum amount of CHF
         5'000'000.-- (Swiss francs five million).

4        FINANCING PURPOSE

         General corporate financing purposes

5        ADDITIONAL BORROWER

         None

6        AVAILABILITY

         Subject to the terms and conditions of this Credit Agreement (Clauses
         3, 10 and 11) this credit facility is available for:

         Tranche A: Up to a maximum amount of CHF 3'000'000.--

         (1)      UBS current account in CHF and/or any other freely available
                  and convertible currency, in accordance with the 'Credit
                  Terms'.

         (2)      UBS fixed term advances for periods of 1 - 12 months in an
                  amount of at least CHF 500'000.-- and/or the equivalent in
                  any other freely available and convertible currency, in
                  accordance with the 'Credit Terms'.

         Tranche B: Up to a maximum amount of CHF 2'000'000.--

         (3)      UBS term loans with periods of 1 up to 5 years during the
                  total life of the loan in an amount of at least CHF 500'000.--
                  and/or any other freely available and convertible currency, in
                  accordance with the 'Credit Terms'.

7        CONDITIONS/MARGIN

         Interest shall be calculated on a base interest rate plus an individual
         margin. An explanation of the base interest rate, margin and
         calculation methods is given in the 'Credit Terms'.

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7.1      UBS CURRENT ACCOUNTS

         At the present time, the following interest rate for Swiss francs
         applies:

         Interest rate            5,50 % per annum

         Credit commission        0,25 % per quarter, calculated on the
                                   average debit balance

7.2      UBS FIXED TERM ADVANCES

         The interest rate will be fixed in accordance with the 'Credit Terms'.

7.3      UBS TERM LOANS

         The interest rate will be fixed in accordance with the 'Credit Terms'.

8        COMMITMENT FEE

         None

9        FEES / COMMISSIONS

         None

10       CANCELLATION/AMORTISATION

         Amortisation on Tranche A:

         None

         Amortisation on Tranche B:

         CHF 500'000.-- per annum, payable half-yearly with CHF 250'000.-- each
         time on June 30 and on December 31; for the first time on June 30,
         2002.

11       TERM OF THE FACILITY / TERMINATION

         Until further notice.

         Termination shall be effected in accordance with the 'Credit Terms',
         whereby UBS may undertake exceptional termination as provided under
         Article 2.2.2. if the ownership of/control over the Borrower, who is a
         group company is subject to change to a degree deemed, in the opinion
         of UBS, to be substantial.

12       SECURITY

         The items listed below shall secure all claims of UBS including all
         interest and commissions, due and to become due under this Credit
         Agreement, etc.

         (1)      General Purposes Assignment of Claims, in accordance with
                  separate form 'Global Assignment'.

13       REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants that

         (1)      the Borrower has not created any security interest in respect
                  of its own obligations and/or the obligations of third parties
                  other than security given under this Credit Agreement or in
                  the context of other credit agreements with UBS and/or
                  security given in favour of other creditors, and which have
                  been notified to UBS;

         (2)      no event has occurred which would entitle UBS to effect
                  extraordinary termination in accordance with the 'Credit
                  Terms' and no litigation is pending which could have a
                  materially adverse effect on it or its assets;

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         (3)      at the time of entering into this Credit Agreement there is no
                  official order within the context of applicable rules and
                  regulations regarding the protection of the environment,
                  namely the Environmental Protection Law and the Clean Water
                  Act, affecting it or any company controlled by it, which could
                  have a materially adverse effect on its ability to perform its
                  financial obligations.

14       POSITIVE COVENANTS

         (1)      The Borrower undertakes throughout the entire term of this
                  Credit Agreement to keep his equity in a minimum amount of CHF
                  15'800'000.--

                  Equity: Capital, statutory and free reserves, profit carried
                  forward.

15       NEGATIVE COVENANTS

         (1)      The Borrower will not enter into any obligation, which is
                  secured by any mortgage, charge, assignment, pledge or other
                  encumbrance on the whole or on any part of its revenues,
                  assets or other property (present or future) and shall not
                  secure any of its existing debt in the above manner, unless
                  the benefit of any security is simultaneously extended equally
                  and rateably to the obligations under this credit facility in
                  such manner that UBS deems necessary in order that the
                  obligations under this credit facility will rank pari passu
                  with all other obligations. This provision shall not apply to
                  existing security which secures any renewal or extension of
                  the originally secured obligations.

         (2)      Furthermore, the Borrower shall not give any guarantee,
                  indemnity or any other security for any obligation of any of
                  its directly or indirectly controlled subsidiaries or any
                  third party. The Borrower shall moreover procure, that each of
                  its directly or indirectly controlled subsidiaries will not
                  give any guarantee, indemnity or any other security for any
                  obligation of any of his directly or indirectly controlled
                  subsidiaries or any third party. This provision shall not
                  apply to any guarantee, indemnity or any other security which
                  is given for the obligations under this credit facility.

         (3)      The Borrower undertakes throughout the entire term of this
                  Credit Agreement not to make any repayment under the
                  shareholder's loan in the amount of CHF 11'834'044.-- (as per
                  balance sheet of December 31, 1999) without prior consent of
                  UBS.

16       FINANCIAL RATIOS

         The Borrower undertakes during the entire term of the Credit Agreement
         at any time to comply with the following key ratio:

         Interest coverage factor in the financial statement of the Borrower of
         at least 10 x.

         The interest coverage factor is calculated as follows: EBITDA in ratio
         to interest expenditure.

         For the computation of this key financial figure and ratio, the term
         listed below shall have the following meaning:

         EBITDA:  operating profit before interest, taxes, depreciation on
                  property, plant, equipment, financial investments as well as
                  amortisation of intangibles (such as goodwill, licences, etc.)
                  and provisions.

17.      INFORMATION

         In accordance with the 'Credit Terms'.

         In addition, the Borrower undertakes to furnish UBS with the following
         information during the entire term of the Credit Agreement:

         (1)      one copy of the balance sheet and profit and loss account
                  statement including any appendixes together with the auditors'
                  report, by no later than four months after the close of the
                  fiscal year (separately and Staar Company consolidated);

         (2)      one copy of the budget, including the investment budget, by no
                  later than 30 calendar days before the start of the relevant
                  fiscal year (separately and Staar Company consolidated);

         Where agreed under Clause 16, UBS shall receive a compliance
         certificate, duly signed by the auditor, with the above key figure by
         no later than four months after the close of each fiscal year.

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18       CONDITIONS PRECEDENT

         The credit facility granted under this Credit Agreement may only be
         utilised subject to UBS having received all the documents and/or
         security listed hereafter in the required form. Should the documents
         and/or security required not be submitted in proper form within one
         month from the date of this Credit Agreement, UBS may cancel this
         Credit Agreement without need of any further legal formality.

         The following documents must be submitted to UBS both in due time and
         duly executed;

         (1)      a copy of this Credit Agreement

         (2)      a copy of the 'Credit Terms'

         (3)      'Global Assignment' in accordance with Clause 12.2 of the
                  Credit Agreement

         (4)      'Repledging of Your Collateral'

19       FURTHER PROVISIONS

         (1)      The 'General Conditions' as well as the 'Credit Terms' of UBS
                  shall form an integral part of this Credit Agreement.

20       TRANSFER

         UBS is free to offer for transfer or transfer its rights and
         obligations under the credit relationship including any collateral
         therefor such as certificates of indebtedness or other collateral, in
         part or in full, to third parties living in Switzerland and abroad. It
         shall be permitted to disclose any information and data collected in
         connection with the present Agreement to third parties involved in such
         transfer, including rating agencies. Where such third parties are not
         subject to Swiss banking secrecy laws, information and data will only
         be passed on where they undertake to maintain secrecy and require such
         secrecy from possible further contracting partners.

         UBS is free, without being required to obtain the client's consent, to
         transfer limit obligations as well as other obligations from a credit
         relationship to their acquirer together with the claim. The acquirer of
         such obligations must either be an associated company of UBS or a Swiss
         or foreign financial institution (bank, insurance company or other). To
         the extent that UBS transfers an obligation, it shall be freed
         therefrom.

21       WAIVER OF SET-OFF

         The Borrower waives his right to fulfil his obligations by setting
         them off with any claims he may have towards UBS.

22       APPLICABLE LAW AND JURISDICTION

         Both this Credit Agreement and the 'Credit Terms' shall be exclusively
         governed by and construed in accordance with Swiss law. The place of
         performance, the place of debt collection (only for persons domiciled
         outside of Switzerland) as well as the exclusive place of jurisdiction
         for any disputes arising out of and in connection with this agreements
         shall be Berne.

         UBS reserves the right, however, to take legal action at the domicile
         of the Borrower or any other competent authority, in which event
         exclusively Swiss law shall remain applicable.

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This contract is executed in 3 original copies and replaces the contract dated
December 29, 1997/August 21, 1998.

Berne, November 27,2000           UBS AG
FOIK/FAC2-YVQ

                                  /s/  Norbert Schacht   /s/  Marco Speichinger
                                       ---------------        -----------------
                                       Norbert Schacht        Marco Speichinger

In agreement:                     Staar Surgical AG

Nidau, 15/12/00                   /s/ Deborah J. Andrews
                                      ------------------
Place, date                           Deborah J. Andrews

In agreement
With Clause 11+15.3.:             Staar Surgical Co., Monrovia / USA

Monrovia CA 12/29/00              /s/ John Santos
---------------                       ---------------
Place, date                           John Santos

We hereby confirm the authenticity of the signatures of Staar Surgical Company,
Monrovia. The above signatures are legally binding Staar Surgical Company,
Monrovia.

                                  Staar Surgical AG

/s/  Nidau, 15/12/00              /s/ Deborah J. Andrews
     -----------                      -------------------
Place, date                           Deborah J. Andrews

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[LOGO OF UBS]                                              Master No. 272-351697

CREDIT TERMS

These 'Credit Terms' together with the 'General Conditions' of UBS AG
(hereinafter UBS) are valid for all Credit Agreements in which they are started
to be applicable. A Clause is a reference to a Clause in the relevant Credit
Agreement.

These 'Credit Terms' shall cease to apply once all obligations under the
relevant Credit Agreement have been repaid or are otherwise definitively
extinguished and the credit lines concerned have been cancelled.

DEFINITION GROUP COMPANIES

Group Company shall mean any company in accordance with artice 563 lit. (e)
paragraph 1 of the Swiss Code of Obligations.

1.       CONDITIONS/MARGIN (CLAUSE 7 OF THE CREDIT AGREEMENT)

1.1      CONDITIONS

1.1.1    INTEREST CALCULATIONS

Interest will be calculated based on a 365/360 year, i.e. actual number of days
per month on the basis of a 360-day year. Calculation methods used for selected
foreign currencies, UBS portfolio mortgage and UBS variable mortgage are
available upon request.

1.1.2    UBS CURRENT ACCOUNT

Accrued Interest and commission will be charged quarterly at the end of each
calendar quarter. Prior written notice of any interest rate changes will be
provided.

1.1.3    UBS FIXED TERM ADVANCE/UBS ROLL-OVER LOAN AND UBS ROLL-OVER MORTGAGE

For any advance, loan and/or mortgage with a term of up to and 6 months,
principal and interest will be calculated upon expiration of the term. For any
advance, loan and/or mortgage with a term of more than 6 months, principal and
interest will be calculated quarterly at the end of each calendar quarter as
well as upon expiration of the term.

The base interest rate used follows Euromarket conditions for loans of the
corresponding term and currency. Where no extension of the term is agreed, both
interest and principal will be charged to the relevant current account in each
case.

The interest rate will be fixed two bank working days prior to drawdown or
renewal for the corresponding term and currency. The instructions for drawdown
or renewal must be received by UBS at least two bank working days before such
drawdown or renewal. Where such instructions are unavailable, advances falling
due will not be renewed and both principal and interest will be debited to the
relevant current account.

1.1.4    UBS TERM LOAN

Interest will be calculated and debited quarterly at the end of each calendar
quarter as well as upon expiration of the term of the loan.

The base interest rate used follows Euromarket conditions for loans of the
corresponding term and currency. Interest will be charged to the relevant
current account. The interest rate will be set two bank working days before
drawdown, and will be fixed for the entire term agreed. The instructions for
receipt of funds must be received by UBS at least two bank working days before
drawdown.

1.1.5    UBS FIXED MORTGAGE

Interest will be calculated and debited quarterly at the end of each calendar
quarter as well as upon final expiration of the term of the mortgage.

The base interest rate used follows Euromarket conditions. Interest will be
charged to the relevant current account. The interest rate will be fixed two
bank working days prior to drawdown, and will be fixed for the entire term
agreed. The instructions for drawdown must be received by UBS at least two bank
working days before drawdown.

1.1.6    UBS PORTFOLIO MORTGAGE

Interest will be calculated and debited quarterly at the end of each calendar
quarter. Interest will be charged to the current account.

The base interest rate is the average of the fixed interest rates of all the
portfolio's capital tranches. At the end of each calendar quarter, a capital
tranche of the portfolio becomes due and will immediately be replaced with a new
tranche at current market conditions (Interbank rate SWIBOR = Swap Interbank
Offered Rate, for the agreed interest period, plus 0,15% p.a. capital costs).
Hence, the portfolio's base interest rate changes quarterly. The base interest
rate applying from time to time will be published in the media. The publication
in 'Investdata' shall prevail.

1.1.7    UBS LIBOR MORTGAGE

Interest will be calculated and debited semi-annually, on the last day in the
months of June and December on which banks are open for business in London. The
6-month CHF LIBOR will be used as the base interest rate. For each 6 month
interest period the interest rate will be fixed 2 bank working days before the
day of disbursement or the interest due date as the case may be and communicated
in writing.

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If disbursement of the mortgage does not take place on the first day of the
first 6 month interest period, UBS will fix the basic interest rate for the
period from the first day of such interest period to the date disbursement
actually takes place based on the Euromarket interest rate applicable for that
period (plus margin) and will communicate the rate in writing.

1.1.8    UBS VARIABLE MORTGAGE

Interest will be calculated and debited quarterly at the end of each calendar
quarter. Interest will be debited to the relevant current account. Prior written
notice of any interest, rate changes will be provided.

1.2      MARGIN

An individual margin will be added to the base interest rates applicable for the
relevant form of utilization.

2        TERMINATION (CLAUSE 11 OF THE CREDIT AGREEMENT)

2.1      ORDINARY TERMINATION

2.1.1    ORDINARY TERMINATION BY THE BORROWER

The Borrower may at any time terminate the Credit Agreement with immediate
effect. Where the Borrower gives notice of termination, such notice shall also
be binding for every Additional Borrower. The unused portion of any committed
credit lines may be cancelled in whole or in part with effect from the end of a
quarter by giving not less than 30 calendar days prior notice. The credit
facility will immediately be reduced by the amount of such cancellation. Where
credit lines have been used, the outstanding amounts will become due for
repayment in accordance with Clause 2.1.2.

2.1.2    ORDINARY TERMINATION BY UBS

UBS may terminate the Credit Agreement with immediate effect and refuse any
drawdown in respect of uncommitted credit lines in its absolute discretion and
without giving reasons therefor. The unused portion of any uncommitted credit
line will be cancelled with immediate effect upon termination. Where credit
lines have been used, the outstanding amounts will become due for repayment as
follows:

-        UBS current account
         immediately

-        UBS fixed term advance
         upon expiration of the fixed term

-        UBS term loan/UBS fixed mortgage/UBS roll-over loan/UBS roll-over
         mortgage
         upon expiration of the term agreed in clause 11 of the applicable
         Credit Agreement.

-        UBS variable mortgage/UBS portfolio mortgage
         upon the expiration of the advance notice period of 90 calendar days

Letters of credit and guarantees issued by UBS shall remain fully valid, and the
Borrower shall remain liable in relation thereto, in accordance with the
relevant terms and provision.

2.2      EXTRAORDINARY TERMINATION

2.2.1    EXTRAORDINARY TERMINATION BY THE BORROWER

The Borrower may at any time upon giving 30 calendar days prior notice terminate
the Credit Agreement in whole or in part and repay any outstanding amounts or
have repayment effectuated by the Additional Borrowers. If prepayment is made
during an interest period or on a date other than the agreed repayment date, an
indemnity pursuant to paragraph 4.3 'Indemnity' shall be payable on the actual
day prepayment is made.

2.2.2    EXTRAORDINARY TERMINATION BY UBS

UBS has the right to terminate the Credit Agreement with immediate effect at any
time, and to declare all outstanding amounts including accrued interest,
commissions, fees etc., immediately due and payable - irrespective of the term
of any credit facility granted - in the event that:

(1)      the Borrower or a Group Company is in breach of a representation or
         warranty (Clause 13 of the Credit Agreement) or defaults in the
         performance of a covenant (Clause 14 to 17 of the Credit Agreement);

(2)      The Borrower or a Group Company fails to pay UBS or a third party
         (including any acquirers of credit claims) principal, interest and/or
         commissions on the due date therefor and such failure continues for a
         period of 30 calendar days, or fails to reduce overdrafts by repayment
         or to furnish sufficient additional security within any period set by
         UBS;

(3)      the Borrower or one of its Group Companies changes its legal or
         commercial structure, e.g. through liquidation, sale of a substantial
         part of its assets, change to its objects and business activities,
         merger or restructuring, provided that the relevant event has a
         material effect on its ability to perform its financial obligations;

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(4)      the Borrower or a Group Company becomes subject to a duty to effect
         restorative works due to an official order under applicable regulations
         designed to protect the environment, namely the Environmental
         Protection Law and Clean Water Act such duty having a material adverse
         effect on its ability to perform its financial obligations;

(5)      a material reduction of the value of the security is threatened or has
         occurred;

(6)      debt collection proceedings are initiated against the Borrower or a
         Group Company, assets are seized within the context of such debt
         collection proceedings or there is a material adverse change in the
         financial condition of the Borrower or a Group Company;

(7)      there is a change of ownership of the whole or any part of any
         mortgaged property.

If at the time of the extraordinary termination letters of credit or guarantees
issued by UBS are outstanding, the Borrower and/or the relevant Additional
Borrower undertake to release UBS from these contingent commitments immediately
or will secure such commitments by granting to UBS a pledge of assets deemed
acceptable by UBS up to the full amount of those commitments plus the usual bank
margin.

3        INFORMATION (CLAUSE 17 OF THE CREDIT AGREEMENT)

The Borrower and each of the Additional Borrowers hereby undertake to inform UBS
immediately during the term of the Credit Agreement of any material changes; and
in particular, if any circumstances become apparent or occur which may be or
become an event giving UBS the right of extraordinary termination.

The Borrower further undertakes to provide UBS on request, and in addition to
the information obligations entered into under the Credit Agreement with further
information regarding individual positions figuring in the financial statements
and the budget.

Where security exists in the form of a third party guarantee/indemnity/letter of
comfort, the Borrower undertakes to ensure that the information obligations
applicable to it will also be complied with by the relevant third party.

Where real estate financed by UBS is leased or rented in whole or in part to
third parties, UBS shall, without having to request such, on an annual basis, be
provided with a list of current tenants, simultaneously with the closing balance
documents. Such list shall include real estate accounts showing gross and net
rents, any rent reductions and empty properties, and in the case of commercial
real estate these accounts must also show the term of the lease and any index
clauses.

4        FURTHER PROVISIONS (CLAUSE 19 OF THE CREDIT AGREEMENT)

4.1      PAYMENTS

All payments must be made in freely transferable currency by crediting an
account in the country of the currency. UBS shall designate the relevant
account. If repayment in any such currency becomes unlawful or illegal due to
changes in the applicable law, repayment of the amount concerned shall take
place in Swiss francs at a rate fixed by UBS.

In the event that a payment falls due on a day that is not a bank working day,
the next bank working day shall be deemed to be the due date therefor.

4.2      INCREASED COST

In the event that increased costs are incurred by UBS due to official
regulations, for example the introduction of minimum reserves, credit taxation
or alterations in equity capital underpinning rates, these additional expenses
must be borne by the Borrower or the relevant Additional Borrower as
appropriate. In such cases, UBS will be entitled to increase correspondingly the
relevant interest/fees/commissions from the next following payment dates
onwards, subject however to advance notice of at least 30 calendar days.

If UBS is forced to increase the interest/fees/commissions in accordance with
this clause, the Borrower or the relevant Additional Borrower, as appropriate,
shall be entitled repay the credit/drawn funds affected by such increase
together with interest fees on the next following payment date, subject however
to an advance notice period of at least 30 calendar days. The costs of such
early repayment, such as those described under clause 4.3 'Indemnity' below must
be borne by the Borrower or the relevant Additional Borrower.

4.3      INDEMNITY

If

(1)      amounts outstanding are declared by UBS to be due for early repayment,
         or

(2)      amounts outstanding are prepaid by the Borrower or the relevant
         Additional Borrower, or

(3)      after the receipt of a drawdown notice therefor for any reason not
         attributable to UBS the corresponding payment is not made,

the Borrower or the relevant Additional Borrower shall indemnify UBS for any
disadvantage and/or costs that may have arisen thereby, for example in relation
to the potential difference between its base interest rate at the time and the
reinvestment rate which UBS could obtain on the Euromarket for the corresponding
currency and remaining term.

This shall not affect the right of UBS to receive additional indemnities under a
separate Credit Agreement.

This shall not affect the validity of the special provisions in respect of the
UBS portfolio mortgage.

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4.4      PRIORITY

Where several assets are pledged to satisfy the obligations to UBS, UBS shall
decide in its absolute discretion the extent and order of realization, and the
allocation of the proceeds of sale of such assets.

4.5      CONSIDERATION OF DRAWN FUNDS

Drawn funds will be counted towards the credit line in the currency of the
credit line (with foreign currencies being converted at the respective daily
rate).

4.6      EXCESS DRAWINGS

All excess drawings (Including excess of tranches or of maximum amounts agreed
under the Credit Agreement together with excesses arising due to changes in
currency exchange rates) shall be repaid within a time set by UBS or secured by
pledging of assets deemed acceptable by UBS to the value of such excess plus the
usual bank margin. Foreign currencies will be converted into the currency of the
facility in accordance with Clause 3 of the Credit Agreement at the spot rate
notified by UBS.

4.7      CONFLICTING PROVISIONS

In the event of conflict between interest, payment and/or termination provisions
stated in any mortgage deed and between the 'General Conditions' as well as the
'Credit Terms' and the corresponding Credit Agreement, the Credit Agreement
shall prevail.

This document has been executed in 3 original copies.

Berne, November 27, 2000          UBS AG
FOIK/FAC2-YVQ

                                  /s/ Norbert Schacht    /s/  Marco Speichinger
                                      ---------------         -----------------
                                     Norbert Schacht        Marco Speichinger

In agreement:                     Staar Surgical AG

Nidau, 15/12/00                   /s/ Deborah Andrews
---------------                       ---------------
Place, date                           Deborah J. Andrews

In agreement:                     Staar Surgical Co., Monrovia/USA

Monrovia CA USA 12/29/00          /s/ John Santos
-----------------------               ------------
Place, date                           John Santos