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                                                                    Exhibit 10.2

                            IMPLANTABLE VISION, INC.

                           2007 EQUITY INCENTIVE PLAN

                   Adopted and Effective as of March 14, 2007

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                            IMPLANTABLE VISION, INC.
                           2007 EQUITY INCENTIVE PLAN

1.   PURPOSE OF THE PLAN.

     This Implantable Vision, Inc. 2007 Equity Incentive Plan is intended to
promote the interests of the Company and its shareholders by providing the
Company's officers, directors, employees and consultants, on whose judgment,
initiative and efforts the successful conduct of the business of the Company
depends, and who are responsible for the management, growth and protection of
the business, with appropriate incentives and rewards to encourage them to
continue in the employ of the Company and to maximize their performance.

2.   DEFINITIONS.

     As used in the Plan, the following definitions apply to the terms indicated
below:

     (a)  "Board" shall mean the Board of Directors of the Company.

     (b) "Cause" shall mean, when used in connection with the termination of a
Participant's employment or consultancy, the termination of the Participant's
employment or consultancy on account of: (i) the willful and continued failure
by the Participant substantially to perform his or her duties and obligations to
the Company (other than any such failure resulting from incapacity due to
physical or mental illness), (ii) the willful violation by the Participant of
(A) any federal or state law or (B) any rule of the Company, which violation
would materially reflect on the Participant's character, competence or
integrity, (iii) a breach by a Participant of the Participant's duty of loyalty
to the Company such as Participant's solicitation of customers or employees of
the Company on behalf of any other Person, (iv) the Participant's unauthorized
removal from the Company's premises of any document (in any medium or form)
relating to the Company, its business or its customers, provided, however, that
no such removal shall be deemed "unauthorized" if it is in furtherance of an
individual's duties and obligations to the Company and such removal is a common
practice at the Company, (v) the Participant's unauthorized disclosure to any
Person of any confidential information regarding the Company, (vi) the willful
engaging by the Participant in any other misconduct which is materially
injurious to the Company or (vii) any event that constitutes "cause" (or any
similar term that constitutes the basis on which the Company may terminate the
Participant's employment or consultancy with the Company) for purposes of an
employment or consultancy agreement between the Participant and the Company. For
purposes of this Section 2(b), no act, or failure to act, on a Participant's
part shall be considered "willful" unless done, or omitted to be done, by the
Participant in bad faith and without reasonable belief that the action or
omission was in the best interests of the Company. Any rights the Company may
have hereunder in respect of the events giving rise to Cause shall be in
addition to the rights the Company may have under any other agreement with the
Participant or at law or in equity. If, subsequent to the termination of a

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Participant's employment or consultancy without Cause, it is determined by the
Board of Directors that the Participant's employment or consultancy could have
been terminated for Cause, such Participant's employment or consultancy shall,
at the election of the Committee in its sole discretion, be deemed to have been
terminated for Cause.

     (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (d) "Committee" shall mean the Compensation Committee of the Board;
provided, however, that if the Company is subject to the Exchange Act, the
Compensation Committee shall not take any action under the Plan unless it is at
all times composed solely of not less than two "Non-Employee Directors" within
the meaning of Rule 16b-3, as promulgated under the Exchange Act. In the event
the Board has not established a Compensation Committee or that the Compensation
Committee is not composed of at least two Non-Employee Directors when the
Company is subject to the Exchange Act, or, in the event the Committee is unable
to act, the Board shall take any and all actions required or permitted to be
taken by the Committee under the Plan and shall serve as the Committee.

     (e) "Company" shall mean Implantable Vision, Inc., a Delaware corporation.

     (f) "Company Stock" shall mean the common stock, par value $.001 per share,
of the Company.

     (g) "Disability" shall mean any physical or mental condition as a result of
which a Participant is disabled within the meaning of Section 422(c)(6) of the
Code.

     (h) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

     (i) "Fair Market Value" with respect to a share of Company Stock on any
relevant date shall be determined in accordance with the following provisions:

          (1) If Company Stock is publicly traded, "Fair Market Value" shall be
     determined as of the last business day for which the prices or quotes
     discussed in this sentence are available prior to such date and shall mean
     (i) the closing selling price per share on that date of the Company Stock
     on the principal national securities exchange on which the Company Stock is
     traded, if the Company Stock is then traded on a national securities
     exchange; or (ii) the closing selling price per share on that date of the
     Company Stock on the NASDAQ National Market List, if the Company Stock is
     not then traded on a national securities exchange; or (iii) the closing bid
     price per share last quoted on that date by an established quotation
     service for over-the-counter securities, if the Company Stock is not
     reported on the NASDAQ National Market List.

          (2) If Company Stock is not publicly traded, "Fair Market Value" shall
     be determined by an independent appraisal that meets the requirements of
     Section 401(a)(28)(C) of the Code and the regulations thereunder as of a
     date that is no more than twelve months before such date.


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     (j) "Incentive Award" shall mean an Option, a SAR, a Restricted Stock, or a
Stock Bonus Award granted pursuant to the terms of the Plan.

     (k) "Incentive Stock Option" shall mean an Option that is an "incentive
stock option" within the meaning of Section 422 of the Code and that is
identified as an Incentive Stock Option in the agreement by which it is
evidenced.

     (l) "Issue Date" shall mean the date established by the Committee on which
certificates representing shares of Restricted Stock shall be issued by the
Company pursuant to the terms of Section 8(d) hereof.

     (m) "Non-Qualified Stock Option" shall mean an Option that is not an
Incentive Stock Option.

     (n) "Option" shall mean an option to purchase shares of Company Stock
granted pursuant to Section 6 hereof. Each Option, or portion thereof, shall be
identified as either an Incentive Stock Option or a Non-Qualified Stock Option
in the agreement by which such Option is evidenced.

     (o) "Participant" shall mean an employee, officer or director of the
Company or any subsidiary of the Company or a consultant to the Company or any
subsidiary of the Company selected to participate in the Plan and to whom an
Incentive Award is granted pursuant to the Plan, and, upon his or her death,
that Person's successors, heirs, executors and administrators, as the case may
be.

     (p) "Person" shall mean a "person," such as term is used in Sections 13(d)
and 14(d) of the Exchange Act.

     (q) "Plan" shall mean this Implantable Vision, Inc. 2007 Equity Incentive
Plan, as it may be amended from time to time.

     (r) "Restricted Stock" shall mean a share of Company Stock that is granted
pursuant to the terms of Section 8 hereof and that is subject to the
restrictions set forth in Section 8(c) hereof for as long as such restrictions
continue to apply to such share.

     (s) "Retirement" shall mean a Participant's termination of employment
(other than by reason of death or Disability and other than a termination that
is (or is deemed to have been) for Cause) on or after the later of (i) the date
the Participant attains age 65 and (ii) the date the Participant has completed
five years of service with the Company.

     (t) "Securities Act" shall mean the Securities Act of 1933, as amended.

     (u) "SAR" shall mean a stock appreciation right granted pursuant to Section
7 hereof.

     (v) "Stock Bonus" shall mean a grant of a bonus payable in shares of
Company Stock pursuant to Section 9 hereof.


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     (w) "Vesting Date" shall mean the date and/or dates established by the
Board on which an Incentive Award may vest. In the absence of provisions in an
individual grant agreement to the contrary, Options shall vest ratably over a
four (4) year period, with twenty-five percent (25%) vesting on the first
anniversary of the grant date (the "initial vesting date") and six and
one-quarter percent (6.25%) vesting on the last day of each three-month period
following the initial vesting date.

3.   STOCK SUBJECT TO THE PLAN.

     (a)  Plan Awards.

          Under the Plan, the Board may, in its sole and absolute discretion,
grant any or all of the following types of Incentive Awards to a Participant: an
Option, a SAR, a Restricted Stock, or a Stock Bonus Award.

     (b)  Individual Awards.

          Incentive Awards granted under the Plan may be made up entirely of one
type of Incentive Award or any combination of types of Incentive Awards
available under the Plan, in the Board's sole discretion.

     (c)  Aggregate Plan Share Reserve.

          The total number of shares of Company Stock available for grants of
Incentive Awards under the Plan shall be 3,000,000, subject to adjustment in
accordance with Section 10 of the Plan. These shares may be either authorized
but unissued shares, newly-issued shares or reacquired shares of Company Stock.
If an Incentive Award or portion thereof shall expire or terminate for any
reason without having been exercised in full, the unexercised shares covered by
such Incentive Award shall be available for future grants of Incentive Awards
under the Plan.

4.   ADMINISTRATION OF THE PLAN.

     The Plan shall be administered by the Committee; provided, however, that
the Board alone shall have the authority to, from time to time, designate the
employees, officers and directors of the Company or any subsidiary of the
Company or consultants to the Company or any subsidiary of the Company who shall
be granted Incentive Awards and the amount and type of such Incentive Awards.

     Otherwise, the Committee shall have the full authority and discretion to
administer the Plan, including authority to interpret and construe any provision
of the Plan and the terms of any Incentive Award issued under the Plan. The
Committee may also adopt any rules and regulations for administering the Plan as
it may deem necessary or appropriate. Decisions of the Committee shall be final
and binding on all parties.


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     The Committee may, in its absolute discretion, without amendment to the
Plan, (i) accelerate the date on which any Option or SAR granted under the Plan
becomes exercisable or otherwise adjust any of the terms of such Option or SAR
(except that no such adjustment shall, without the consent of a Participant,
reduce the Participant's rights under any previously granted and outstanding
Incentive Award), (ii) accelerate the Vesting Date or Issue Date of any share of
Restricted Stock issued under the Plan, or waive any condition imposed
thereunder, and (iii) otherwise adjust or waive any condition imposed on any
Incentive Award made hereunder; provided, however that the Committee shall not
take any action which would cause any Incentive Award to become subject to
taxation under Section 409A of the Code.

     In addition, the Board may, in its absolute discretion and without
amendment to the Plan, grant Incentive Awards of any type to Participants on the
condition that such Participants surrender to the Committee for cancellation
such other Incentive Awards of the same or any other type (including, without
limitation, Incentive Awards with higher exercise prices or values) as the
Committee specifies; provided, however that (i) the number of any such
replacement Incentive Awards does not exceed the number of cancelled Incentive
Awards to which they relate, (ii) the exercise price (if any) of such
replacement Incentive Awards is different than the exercise price of the
cancelled Incentive Awards to which they relate, and (iii) such replacement
Incentive Awards are granted in compliance with the terms of the Plan and are
not, and would not cause any other Incentive Award to become, subject to
taxation under Section 409A of the Code. Notwithstanding Section 3(c) herein,
prior to the surrender of such other Incentive Awards, Incentive Awards granted
pursuant to the preceding sentence of this Section 4 shall not count against the
limit set forth in such Section 3(c).

     Whether an authorized leave of absence, or absence in military or
government service, shall constitute termination of employment shall be
determined by the Committee, subject to applicable laws.

     No member of the Committee shall be liable for any action, omission or
determination relating to the Plan, and the Company (and any affiliate that may
adopt the Plan), jointly and severally, shall indemnify and hold harmless each
member of the Committee and each other director or employee of the Company (or
affiliate) to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated against any cost or expense
(including counsel fees) or liability (including any sum paid in settlement of a
claim with the approval of the Committee) arising out of any action, omission or
determination unless such action, omission or determination was taken or made by
such member, director or employee in bad faith and without reasonable belief
that it was in the best interests of the Company and its affiliates, as the case
may be.


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5.   ELIGIBILITY.

     The Persons who shall be eligible to receive Incentive Awards pursuant to
the Plan shall be those employees, officers and directors of the Company or any
subsidiary of the Company or consultants to the Company or any subsidiary of the
Company who are responsible for the management, growth and protection of the
business of the Company; provided, however that only employees of the Company or
any subsidiary of the Company shall be eligible to receive Incentive Awards
consisting of Incentive Stock Options.

6.   STOCK OPTION AWARDS.

     The Board may grant Options pursuant to the Plan. Such Options shall be
evidenced by agreements in such form as the Committee shall from time to time
approve. Options shall comply with and be subject to the following terms and
conditions:

     (a)  Identification of Options.

          All Options granted under the Plan shall be clearly identified in the
agreement evidencing such Options as either Incentive Stock Options or as
Non-Qualified Stock Options or a combination of both.

     (b)  Exercise Price.

          The exercise price of any Option granted under the Plan shall be such
price as the Board shall determine; provided, however that such price shall be
not less than 100% of the Fair Market Value of a share of Company Stock on the
date on which such Option is granted; and, provided, further, that such price
may not be less than the minimum price required by law.

     (c)  Term and Exercise of Options.

          (i) Each Option shall be exercisable on such date or dates, during
such period, and for such number of shares of Company Stock as shall be
determined by the Board on the day on which such Option is granted and set forth
in the Option agreement with respect to such Option; provided, however that no
Option shall be exercisable after the expiration of ten years from the date such
Option was granted; and, provided, further, that each Option shall be subject to
earlier termination, expiration or cancellation as provided in the Plan.

          (ii) Each Option shall be exercisable in whole or in part. The partial
exercise of an Option shall not cause the expiration, termination or
cancellation of the remaining portion thereof. Upon the partial exercise of an
Option, the agreement evidencing such Option, marked with such notations as the
Committee may deem appropriate to evidence such partial exercise, shall be
returned to the Participant exercising such Option together with the delivery of
the certificates described in Section 6(e) hereof.


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          (iii) An Option shall be exercised by delivering a written notice to
the Company's principal office to the attention of its Secretary. Such notice
shall specify the number of shares of Company Stock with respect to which the
Option is being exercised, shall be signed by the Participant, and shall be
accompanied by the agreement (or agreements) evidencing the Option and payment
in full of the applicable exercise price for shares of Company Stock purchased
in any combination of the forms specified below:

               (A) in cash, by certified check, bank cashier's check or wire
     transfer,

               (B) subject to the approval of the Committee, pursuant to a
     "cashless exercise" pursuant to procedures adopted by the Committee whereby
     the Participant, by a properly written notice, directs (a) an immediate
     market sale or margin loan respecting all or a part of the shares of
     Company Stock to which the Participant is entitled upon exercise pursuant
     to an extension of credit by the Company to the Participant of the exercise
     price, (b) the delivery of the shares of the Company Stock from the Company
     directly to the brokerage firm, and (c) the delivery of the exercise price
     from the sale or margin loan proceeds from the brokerage firm directly to
     the Company, or

               (C) such other methods as the Committee may approve, from time to
     time.

Any payments in shares of Company Stock shall be effected by the delivery of
such shares to the Secretary of the Company, duly endorsed in blank or
accompanied by stock powers duly executed in blank, together with any other
documents and evidences as the Secretary of the Company shall require from time
to time

     (d)  Nonassignability.

          During the lifetime of a Participant, each Option granted to him or
her shall be exercisable only by him or her. No Option shall be assignable or
transferable otherwise than by will or by the laws of descent and distribution.

     (e)  Issuance of Certificates.

          Certificates for shares of Company Stock purchased upon the exercise
of an Option shall be issued in the name of the Participant or his or her
beneficiary, as the case may be, and delivered to the Participant or his or her
beneficiary, as the case may be, as soon as practicable following the date on
which the Option is exercised.


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     (f)  Limitations on Grant of Incentive Stock Options.

          (i) The aggregate Fair Market Value of shares of Company Stock with
respect to which Incentive Stock Options granted hereunder are exercisable for
the first time by a Participant during any calendar year under the Plan and any
other stock option plan of the Company (or any "subsidiary corporation" of the
Company within the meaning of Section 424 of the Code) shall not exceed
$100,000. Such Fair Market Value shall be determined as of the date on which
each such Incentive Stock Option is granted. In the event that the aggregate
Fair Market Value of shares of Company Stock with respect to such Incentive
Stock Options exceeds $100,000, then Incentive Stock Options granted hereunder
to such Participant shall, to the extent and in the order in which they were
granted, automatically be deemed to be Non-Qualified Stock Options, but all
other terms and provisions of such Incentive Stock Options shall remain
unchanged.

          (ii) No Incentive Stock Option may be granted to an individual if, at
the time of the proposed grant, such individual owns stock possessing more than
10% of the total combined voting power of all classes of stock of the Company or
any of its "subsidiary corporations" (within the meaning of Section 424 of the
Code), unless (I) the exercise price of such Incentive Stock Option is at least
110% of the Fair Market Value of a share of Company Stock at the time such
Incentive Stock Option is granted and (II) such Incentive Stock Option is not
exercisable after the expiration of five years from the date such Incentive
Stock Option is granted.

          (iii) No Incentive Stock Option may be granted to an individual if, at
the time of the proposed grant, such individual is not an employee of the
Company.

     (g)  Effect of Termination of Employment or Consultancy.

          (i) In the event the employment or consultancy of a Participant with
the Company shall terminate (as determined by the Committee in its sole
discretion) for any reason other than Retirement, Disability, death or for
Cause, (A) Options granted to such Participant, to the extent that they were
exercisable at the time of such termination, shall remain exercisable until 90
days after the date of such termination, on which date they shall expire, and
(B) Options granted to such Participant, to the extent that they were not
exercisable at the time of such termination, shall expire at the close of
business on the date of such termination; provided, however, that no Option
shall be exercisable after the expiration of its term.

          (ii) In the event that the employment or consultancy of a Participant
with the Company shall terminate on account of the Retirement, Disability or
death of the Participant, (A) Options granted to such Participant, to the extent
that they were exercisable at the time of such termination, shall remain
exercisable until the expiration of their term and (B) Options granted to such
Participant, to the extent that they were not exercisable at the time of such
termination, shall expire at the close of business on the date of such
termination. The effect of exercising any Incentive Stock Option on a day that
is more than 90 days after the date of such termination (or, in the case of a
termination of employment or consultancy on account of Disability, on a day that


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is more than one year after the date of such termination) will be to cause such
Incentive Stock Option to be treated as a Non-Qualified Stock Option.

          (iii) In the event of the termination of a Participant's employment or
consultancy for Cause, all outstanding Options granted to such Participant shall
automatically expire at the commencement of business as of the date of such
termination.

7.   SARS.

     The Board may grant SARs pursuant to the Plan, which SARs shall be
evidenced by agreements in such form as the Committee shall from time to time
approve. SARs shall comply with and be subject to the following terms and
conditions:

     (a)  Exercise Price.

          The exercise price of any SAR granted under the Plan shall be such
price as the Board shall determine; provided, however that such price shall be
not less than 100% of the Fair Market Value of a share of Company Stock on the
date on which such SAR is granted; and, provided, further, that such price may
not be less than the minimum price required by law.

     (b)  Benefit Upon Exercise.

          (i) The exercise of a SAR with respect to any number of shares of
Company Stock shall entitle a Participant to a cash payment, for each such
share, equal to the excess of (A) the Fair Market Value of a share of Company
Stock on the exercise date over (B) the exercise price of the SAR (subject to
applicable withholding payment requirements).

          (ii) All payments under this Section 7(b) shall be made as soon as
practicable, but in no event later than five business days, after the date of
the exercise.

     (c)  Term and Exercise of SARs.

          (i) Each SAR shall be exercisable on such date or dates, during such
period, and for such number of shares of Company Stock as shall be determined by
the Board and set forth in the SAR agreement with respect to such SAR; provided,
however, that no SAR shall be exercisable after the expiration of ten years from
the date such SAR was granted; and provided, further, that each SAR shall be
subject to earlier termination, expiration or cancellation as provided in the
Plan.

          (ii) Each SAR may be exercised in whole or in part. The partial
exercise of a SAR shall not cause the expiration, termination or cancellation of
the remaining portion thereof. Upon the partial exercise of a SAR, the agreement
evidencing such SAR, marked with such notations as the Committee may deem
appropriate to evidence such partial exercise, shall be returned to the
Participant exercising such SAR together with the payment described in Section
7(b) or 7(b)(ii) hereof.


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          (iii) A SAR shall be exercised by delivering written notice to the
Company's principal office, to the attention of its Secretary. Such notice shall
be accompanied by the applicable agreement (or agreements) evidencing the SAR,
shall specify the number of shares of Company Stock with respect to which the
SAR is being exercised, and shall be signed by the Participant. The date upon
which such written notice is received by the Company shall be the exercise date
for the SAR.

          (iv) During the lifetime of a Participant, each SAR granted to him or
her shall be exercisable only by him or her. No SAR shall be assignable or
transferable otherwise than by will or by the laws of descent and distribution.

     (d)  Termination of Employment or Consultancy.

          (i) In the event that the employment or consultancy of a Participant
with the Company shall terminate (as determined by the Committee in its sole
discretion) for any reason other than Retirement, Disability, death or for
Cause, (A) SARs granted to such Participant, to the extent that they were
exercisable at the time of such termination, shall remain exercisable until the
30th day after such termination, on which date they shall expire and (B) SARs
granted to such Participant, to the extent that they were not exercisable at the
time of such termination, shall expire at the close of business on the date of
such termination; provided, however, that no SAR shall be exercisable after the
expiration of its term.

          (ii) In the event that the employment or consultancy of a Participant
with the Company shall terminate on account of the Retirement, Disability or
death of the Participant, (A) SARs granted to such Participant, to the extent
that they were exercisable at the time of such termination, shall remain
exercisable until the expiration of their term and (B) SARs granted to such
Participant, to the extent that they were not exercisable at the time of such
termination, shall expire at the close of business on the date of such
termination.

          (iii) In the event of the termination of the Participant's employment
or consultancy for Cause, all outstanding SARs granted to such Participant shall
automatically expire at the commencement of business as of the date of such
termination.

     (e)  Tandem SARs.

          SARs may be granted in tandem with Options (or on a stand-alone
basis). To the extent SARs are granted in tandem with Options and SARs are
exercised, the related Options shall be cancelled. Similarly, if and to the
extent the Options are exercised, the related SARs shall be cancelled.


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8.   RESTRICTED STOCK.

     The Board may grant shares of Restricted Stock pursuant to the Plan. Each
grant of shares of Restricted Stock shall be evidenced by an agreement in such
form as the Committee shall from time to time approve. Each grant of shares of
Restricted Stock shall comply with and be subject to the following terms and
conditions:

     (a)  Issue Date and Vesting Date.

          At the time of the grant of shares of Restricted Stock, the Board
shall establish an Issue Date or Issue Dates and a Vesting Date or Vesting Dates
with respect to such shares. The Board may divide such shares into classes and
assign a different Issue Date and/or Vesting Date for each class. Except as
provided in Sections 8(c) and 8(f) hereof, upon the occurrence of the Issue Date
with respect to a share of Restricted Stock, a share of Restricted Stock shall
be issued in accordance with the provisions of Section 8(d) hereof. Provided
that all conditions to the vesting of a share of Restricted Stock imposed
pursuant to Section 8(b) hereof are satisfied, and except as provided in
Sections 8(c) and 8(f) hereof, upon the occurrence of the Vesting Date with
respect to a share of Restricted Stock, such share shall vest and the
restrictions of Section 8(c) hereof shall cease to apply to such share.

     (b)  Conditions to Vesting.

          At the time of the grant of shares of Restricted Stock, the Board may
impose such restrictions or conditions, not inconsistent with the provisions
hereof, to the vesting of such shares as it, in its absolute discretion, deems
appropriate. By way of example and not by way of limitation, the Board may
require, as a condition to the vesting of any shares of Restricted Stock, that
the Participant or the Company achieve such performance criteria as the Board
may specify at the time of the grant of such shares.

     (c)  Restrictions on Transfer Prior to Vesting.

          Prior to the vesting of a share of Restricted Stock, no transfer of a
Participant's rights to such share, whether voluntary or involuntary, by
operation of law or otherwise, shall vest the transferee with any interest, or
right in, or with respect to, such share, but immediately upon any attempt to
transfer such rights, such share, and all the rights related thereto, shall be
forfeited by the Participant and the transfer shall be of no force or effect.

     (d)  Issuance of Certificates.

          (i) Except as provided in Sections 8(c) or 8(f) hereof, reasonably
promptly after the Issue Date with respect to shares of Restricted Stock, the
Company shall cause to be issued a stock certificate, registered in the name of
the Participant to whom such shares were granted, evidencing such shares;
provided, however that the Company shall not cause to be issued such stock
certificate unless it has received a stock power duly endorsed in blank with
respect to such shares. Each such stock certificate shall bear the following
legend:


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THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED
HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS, AND CONDITIONS (INCLUDING
FORFEITURE PROVISIONS AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE
IMPLANTABLE VISION, INC. 2007 EQUITY INCENTIVE PLAN AND INCENTIVE AWARD
AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND
IMPLANTABLE VISION, INC. A COPY OF THE PLAN AND AGREEMENT IS ON FILE IN THE
OFFICE OF THE SECRETARY OF IMPLANTABLE VISION, INC.

Such legend shall not be removed from the certificate evidencing such shares
until such shares vest pursuant to the terms hereof.

          (ii) Each certificate issued pursuant to Section 8(d)(i) hereof,
together with the stock powers relating to the shares of Restricted Stock
evidenced by such certificate, shall be deposited by the Company with a
custodian designed by the Company. The Company shall cause such custodian to
issue to the Participant a receipt evidencing the certificates held by it which
are registered in the name of the Participant.

     (e)  Consequences Upon Vesting.

          Upon the vesting of a share of Restricted Stock pursuant to the terms
hereof, the restrictions of Section 8(c) hereof shall cease to apply to such
share. Reasonably promptly after a share of Restricted Stock vests pursuant to
the terms hereof, the Company shall cause to be issued and delivered to the
Participant to whom such share was granted, a certificate evidencing such share,
free of the legend set forth in Section 8(d)(i) hereof, together with any other
property of the Participant held by the custodian pursuant to Section 8(d)(ii)
hereof.

     (f)  Effect of Termination of Employment or Consultancy.

          (i) In the event that the employment or consultancy of a Participant
with the Company shall terminate for any reason other than Cause prior to the
vesting of shares of Restricted Stock granted to such Participant, such
Restricted Stock shall be forfeited on the date of such termination; provided,
however, that the Committee may, in its sole and absolute discretion, vest the
Participant in all or any portion of shares of Restricted Stock which would
otherwise be forfeited pursuant to the provisions of this Section.

          (ii) In the event of the termination of a Participant's employment or
consultancy for Cause, all shares of Restricted Stock granted to such
Participant which have not vested as of the date of such termination shall
immediately be forfeited.


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<PAGE>

9.   STOCK BONUSES.

     The Board may grant Stock Bonuses in such amounts as it shall determine
from time to time. A Stock Bonus shall be paid at such time and subject to such
conditions as the Board shall determine at the time of the grant of such Stock
Bonus. Certificates for shares of Company Stock granted as a Stock Bonus shall
be issued in the name of the Participant to whom such grant was made and
delivered to such Participant as soon as practicable after the date on which
such Stock Bonus is required to be paid.

10.  ADJUSTMENT UPON CHANGES IN COMPANY STOCK.

     Provided that the Committee shall not take any action pursuant to this
Section 10 which would cause any Incentive Award to become subject to taxation
under Section 409A of the Code:

     (a)  Shares Available for Grants.

          In the event of any change in the number of shares of Company Stock
outstanding by reason of any stock dividend or split, reverse stock split,
recapitalization, merger, consolidation, combination or exchange of shares or
similar corporate change, the maximum number of shares of Company Stock with
respect to which the Board may grant Options, SARs, shares of Restricted Stock,
and Stock Bonuses under Section 3 hereof shall be appropriately adjusted by the
Committee. In the event of any change in the number of shares of Company Stock
outstanding by reason of any other event or transaction, the Committee may, but
need not, make such adjustments in the number of shares of Company Stock with
respect to which Options, SARs, shares of Restricted Stock, and Stock Bonuses
may be granted under Section 3 hereof as the Committee may deem appropriate.

     (b)  Outstanding Restricted Stock.

          Unless the Committee in its absolute discretion otherwise determines,
any securities or other property (including dividends paid in cash) received by
a Participant with respect to a share of Restricted Stock, the Issue Date with
respect to which occurs prior to such event, but which has not vested as of the
date of such event, as a result of any dividend, stock split, reverse stock
split, recapitalization, merger, consolidation, combination, exchange of shares
or similar corporate exchange will not vest until such share of Restricted Stock
vests and shall be promptly deposited with the custodian designated pursuant to
Section 8(d)(ii) hereof.

          The Committee may, in its absolute discretion, adjust any grant of
shares of Restricted Stock, the Issue Date with respect to which has not
occurred as of the date of the occurrence of any of the following events, to
reflect any dividend, stock split, reverse stock split, recapitalization,
merger, consolidation, combination, exchange of shares or similar corporate
change as the Committee may deem appropriate to prevent the enlargement or
dilution of rights of Participants under the grant.

     (c)  Outstanding Options and SARs - Increase


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<PAGE>

          or Decrease in Issued Shares Without Consideration.

          Subject to any required action by the shareholders of the Company, in
the event of any increase or decrease in the number of issued shares of Company
Stock resulting from a subdivision or consolidation of shares of Company Stock
or the payment of a stock dividend on the shares of Company Stock, or any other
increase or decrease in the number of such shares effected without receipt of
consideration by the Company, the Committee may, but need not, proportionally
adjust the number of shares of Company Stock subject to each outstanding Option
and SAR, and the exercise price per share of Company Stock of each such Option
and SAR.

     (d)  Outstanding Options and SARs - Certain Mergers.

          Subject to any required action by the shareholders of the Company, in
the event that the Company shall be the surviving corporation in any merger or
consolidation (except a merger or consolidation as a result of which the holders
of shares of Company Stock receive securities of another corporation), each
Option and SAR outstanding on the date of such merger or consolidation shall
pertain to and apply to the securities which a holder of the number of shares of
Company Stock subject to such Option or SAR would have received in such merger
or consolidation.

     (e)  Outstanding Options, SARs - Certain Other Transactions.

          In the event of a dissolution or liquidation of the Company; a sale of
substantially all of the Company's assets; a merger or consolidation involving
the Company in which the Company is not the surviving corporation; or a merger
or consolidation involving the Company in which the Company is the surviving
corporation but the holders of shares of Company Stock receive securities of
another corporation and/or other property, including cash, the Committee shall,
in its absolute discretion, have the power to:

          (i) cancel, effective immediately prior to the occurrence of such
     event, each Option and SAR outstanding immediately prior to such event
     (whether or not then exercisable), and, in full consideration of such
     cancellation, pay to the Participant to whom such Option or SAR was granted
     an amount in cash, for each share of Company Stock subject to such Option
     or SAR, respectively, equal to the excess of (A) the value, as determined
     by the Committee in its absolute discretion, of the property (including
     cash) received by the holder of a share of Company Stock as a result of
     such event over (B) the exercise price of such Option or SAR (subject to
     applicable withholding payment requirements); or

          (ii) provide for the exchange of each Option and SAR outstanding
     immediately prior to such event (whether or not then exercisable) for an
     option on or stock appreciation right with respect to, as appropriate, some
     or all of the property for which such Option or SAR is exchanged and,
     incident thereto, make an equitable adjustment as determined by the
     Committee in its absolute discretion in the exercise price of the option or
     stock appreciation right, or, if appropriate, provide for a cash payment to


                                       14

<PAGE>

     the Participant to whom such Option or SAR was granted in partial
     consideration for the exchange of the Option or SAR.

     (f)  Outstanding Options and SARs - Other Changes.

          In the event of any change in the capitalization of the Company or a
corporate change other than those specifically referred to in Sections 10(c),
(d) or (e) hereof, the Committee may, in its absolute discretion, make such
adjustments in the number of shares subject to Options or SARs outstanding on
the date on which such change occurs and in the per share exercise price of each
such Option and SAR as the Committee may consider appropriate to prevent
dilution or enlargement of rights.

     (g)  No Other Rights.

          Except as expressly provided in the Plan, no Participant shall have
any rights by reason of any subdivision or consolidation of Company Stock, the
payment of any dividend, any increase or decrease in the number of shares of
Company Stock or any dissolution, liquidation, merger or consolidation of the
Company or any other corporation. Except as expressly provided in the Plan, no
issuance by the Company of Company Stock, or securities convertible into shares
of Company Stock, shall affect, and no adjustment by reason thereof shall be
made with respect to, the number of shares of Company Stock subject to an
Incentive Award or the exercise price of any Option or SAR.

11.  RIGHTS AS A STOCKHOLDER.

     (a)  No Rights as a Stockholder.

          No Person shall have any rights as a stockholder with respect to any
shares of Company Stock covered by or relating to any Incentive Award granted
pursuant to the Plan until the date the Person becomes the owner of record with
respect to such shares. Except as otherwise expressly provided in Section 10
hereof, no adjustment to any Incentive Award shall be made for dividends or
other rights for which the record date occurs prior to the date such stock
certificate is issued.

     (b)  Accrual of Dividends.

          Whenever Restricted Shares are paid to a Participant or beneficiary
under the Plan, such Participant or beneficiary shall also be entitled to
receive, with respect to each Restricted Share paid, an amount equal to any cash
dividends, and number of shares of Company Stock equal to any stock dividends,
declared and paid with respect to a share of Company Stock between the date the
relevant Restricted Share award was granted and the date the Restricted Shares
are being distributed. At the discretion of the Committee, interest may be paid
on the amount of cash dividends withheld, including cash dividends on stock
dividends, at a rate and subject to such terms as determined by the Committee.


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<PAGE>

12.  NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHTS TO INCENTIVE AWARD.

     (a)  No Special Employment Rights.

          Nothing contained in the Plan or any Incentive Award shall confer upon
any Participant any right with respect to the continuation of his or her
employment by or service with the Company or any subsidiary of the Company or
interfere in any way with the right of the Company, subject to the terms of any
separate employment or consulting agreement to the contrary, at any time to
terminate such employment or service or to increase or decrease the compensation
of the Participant from the rate in existence at the time of the grant of an
Incentive Award.

     (b)  No Rights to Incentive Awards.

          No Person shall have any claim or right to receive an Incentive Award
hereunder. The Board's granting of an Incentive Award to a Participant at any
time shall neither require the Board to grant an Incentive Award to such
Participant or any other Participant or other Person at any time nor preclude
the Board from making subsequent grants to such Participant or any other
Participant or other Person.

13.  SECURITIES MATTERS.

     (a) The Company shall be under no obligation to effect the registration
pursuant to the Securities Act of any interests in the Plan or any shares of
Company Stock to be issued hereunder or to effect similar compliance under any
state laws. Notwithstanding anything herein to the contrary, the Company shall
not be obligated to cause to be issued or delivered any certificates evidencing
shares of Company Stock pursuant to the Plan unless and until the Company is
advised by its counsel that the issuance and delivery of such certificates is in
compliance with all applicable laws, regulations of governmental authority, and
the requirements of NASDAQ and any other securities exchange on which shares of
Company Stock are traded. The Committee may require, as a condition of the
issuance and delivery of certificates evidencing shares of Company Stock
pursuant to the terms hereof, that the recipient of such shares make such
covenants, agreements and representations, and that such certificates bear such
legends, as the Committee, in its sole discretion, deems necessary or desirable.

     (b) The exercise of any Option granted hereunder shall be effective only at
such time as counsel to the Company shall have determined that the issuance and
delivery of shares of Company Stock pursuant to such exercise is in compliance
with all applicable laws, regulations of governmental authority, and the
requirements of NASDAQ and any other securities exchange on which shares of
Company Stock are traded. The Committee may, in its sole discretion, defer the
effectiveness of any exercise of an Option granted hereunder in order to allow
the issuance of shares of Company Stock pursuant thereto to be made pursuant to
registration or an exemption from registration or other methods for compliance
available under federal or state securities laws. The Committee shall inform the
Participant in writing of its decision to defer the


                                       16

<PAGE>

effectiveness of the exercise of an Option granted hereunder. During the period
that the effectiveness of the exercise of an Option has been deferred, the
Participant may, by written notice, withdraw such exercise and obtain a refund
of any amount paid with respect thereto.

     (c) All Company Stock issued pursuant to the terms of the Plan shall
constitute "restricted securities," as that term is defined in Rule 144
promulgated pursuant to the Securities Act, and may not be transferred except in
compliance with the registration requirements of the Securities Act or an
exemption therefrom.

     (d) Certificates for shares of Company Stock, when issued, may have
substantially the following legend, or statements of other applicable
restrictions, endorsed thereon, and may not be immediately transferable:

     THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
     SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED,
     TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES
     EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE DISCRETION OF THE
     ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT
     SUCH OFFER SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE
     APPLICABLE FEDERAL OR STATE LAWS.

This legend shall not be required for shares of Company Stock issued pursuant to
an effective registration statement under the Securities Act and in accordance
with applicable state securities laws.

14.  WITHHOLDING TAXES.

     (a)  Cash Remittance.

          Whenever shares of Company Stock are to be issued upon the exercise of
an Option, the occurrence of the Issue Date or Vesting Date with respect to a
share of Restricted Stock or the payment of a Stock Bonus, the Company shall
have the right to require the Participant to remit to the Company in cash an
amount sufficient to satisfy federal, state, and local withholding tax
requirements, if any, attributable to such exercise, occurrence or payment prior
to the delivery of any certificate or certificates for such shares. In addition,
upon the exercise of an SAR, the Company shall have the right to withhold from
any cash payment required to be made pursuant thereto an amount sufficient to
satisfy the federal, state and local withholding tax requirements, if any,
attributable to such exercise or grant.

     (b)  Stock Remittance.


                                       17

<PAGE>

          Subject to Section 14(c) hereof, at the election of the Participant,
subject to the approval of the Committee, when shares of Company Stock are to be
issued upon the exercise of an Option, the occurrence of the Issue Date or the
Vesting Date with respect to a share of Restricted Stock, or the grant of a
Stock Bonus, in lieu of the remittance required by Section 14(a) hereof, the
Participant may tender to the Company a number of shares of Company Stock
determined by such Participant, the Fair Market Value of which at the tender
date the Committee determines to be sufficient to satisfy the minimum federal,
state and local withholding tax requirements, if any, attributable to such
exercise, occurrence or grant and not greater than the Participant's estimated
total federal, state and local tax obligations associated with such exercise,
occurrence or grant.

     (c)  Stock Withholding.

          The Company shall have the right, when shares of Company Stock are to
be issued upon the exercise of an Option, the occurrence of the Issue Date or
the Vesting Date with respect to a share of Restricted Stock or the grant of a
Stock Bonus, in lieu of requiring the remittance required by Section 14(a)
hereof, to withhold a number of such shares, the Fair Market Value of which at
the exercise date the Committee determines to be sufficient to satisfy the
federal, state and local withholding tax requirements, if any, attributable to
such exercise, occurrence or grant and is not greater than the Participant's
estimated total, federal, state and local tax obligations associated with such
exercise, occurrence or grant.

15.  AMENDMENT OR TERMINATION OF THE PLAN.

     The Board may at any time, or from time to time, suspend or terminate the
Plan in whole or in part, or amend it in such respects as the Board may deem
appropriate. No amendment, suspension or termination of the Plan shall, without
the Participant's consent, alter or impair any of the rights or obligations
under any Option theretofore granted to a Participant under the Plan. The Board
may amend the Plan, subject to the limitations cited above, in such manner as it
deems necessary to permit the granting of Incentive Awards meeting the
requirements of future amendments or issued regulations, if any, to the Code or
to the Exchange Act. Notwithstanding the foregoing, the Board shall not take any
action which would cause any Incentive Award to become subject to taxation under
Section 409A of the Code.

16.  NO OBLIGATION TO EXERCISE.

     The grant to a Participant of an Option or a SAR shall impose no obligation
upon such Participant to exercise such Option or SAR.


                                       18

<PAGE>

17.  TRANSFERS UPON DEATH.

     Upon the death of a Participant, outstanding Incentive Awards granted to
such Participant may be exercised only by the executors or administrators of the
Participant's estate or by any Person or Persons who shall have acquired such
right to exercise by will or by the laws of descent and distribution. No
transfer by will or the laws of descent and distribution of any Incentive Award,
or the right to exercise any Incentive Award, shall be effective to bind the
Company unless the Committee shall have been furnished with (a) written notice
thereof and with a copy of the will and/or such evidence as the Committee may
deem necessary to establish the validity of the transfer and (b) an agreement by
the transferee to comply with all the terms and conditions of the Incentive
Award that are or would have been applicable to the Participant and to be bound
by the acknowledgments made by the Participant in connection with the grant of
the Incentive Award. Except as provided in this Section 17, no Incentive Award
shall be transferable, and shall be exercisable only by a Participant during the
Participant's lifetime.

18.  EXPENSES AND RECEIPTS.

     The expenses of the Plan shall be paid by the Company. Any proceeds
received by the Company in connection with any Incentive Award will be used for
general purposes.

19.  FAILURE TO COMPLY.

     In addition to the remedies of the Company elsewhere provided for herein, a
failure by a Participant (or beneficiary) to comply with any of the terms and
conditions of the Plan or the agreement executed by such Participant (or
beneficiary) evidencing an Incentive Award, unless such failure is remedied by
such Participant (or beneficiary) within ten days after having been notified of
such failure by the Committee, shall be grounds for the cancellation and
forfeiture of such Incentive Award, in whole or in part, as the Committee, in
its absolute discretion may determine.

20.  ADOPTION AND EFFECTIVE DATE OF PLAN.

     The Plan was adopted by the Board of Directors of the Company on March ___,
2007. If determined by the Board, the Plan may subsequently be ratified and
approved by the shareholders of the Company.

21.  TERM OF THE PLAN.

     The right to grant Incentive Awards under the Plan will terminate upon the
expiration of ten years from the date the Plan was initially adopted.


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<PAGE>

22.  APPLICABLE LAW.

     Except to the extent preempted by an applicable federal law, the Plan will
be construed and administered in accordance with the laws of the State of New
York, without reference to the principles of conflicts of law.


                                       20