Ex - 10.7

This Letter of Agreement will serve as confirmation that Javier Schmidt & Kalma
S.A. (Kalma) will serve as sole representative for Spain and Portugal and will
be responsible for all marketing and sales of SheerVision surgical loupes and
light products in said regions.

It is understood that Kalma will develop, with SheerVision's approval, an
acceptable, results-oriented marketing program exclusively in Spain and Portugal
and will maintain a sales order volume of a minimum of 100 surgical loupes
annually.

Responsibilities of Kalma:

Kalma agrees to carry out the following activities to promote and increase the
sales volumes and company name recognition:

      1.    Attend trade shows and exhibitions

      2.    Consistently establish new local dealers/distributors in order to
            increase sales volumes in accordance with our established or
            published policy.

      3.    Assist in establishing effective after-sales service systems.

      4.    Provide on-going sales training of distributor staff and/or
            personnel.

Financial terms:

Pricing: (SV2.5x or 2.5xx Model on Standard Steel Frame)

      1)    $325.00 per optic on orders of 36 units or more.
            36 units must be ordered at the same time to receive this per unit
            price. Shipping and handling is additional.

      2)    Delivery time will depend on method of shipment selected.

      3)    F.O.B: Southern California, U.S.A.

      4)    One half of invoice total will be due at time order is placed and
            the remaining balance due on date of shipment. Standard method of
            payment is bank wire.

Pricing: (SV3.0x, SV3.0xx & SV3.5X Model on Standard Steel Frame)

      1)    $375.00 per optic on orders of 36 units or more.
            36 units must be ordered at the same time to receive this per unit
            price. Shipping and handling is additional.

      2)    Delivery time will depend on method of shipment selected.

      3)    F.O.B: Southern California, U.S.A.

      4)    One half of invoice total will be due at time order is placed and
            remaining balance due on date of shipment. Standard method of
            Payment is bank wire.

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Pricing: (SV2.5x or SV 2.5xx on Titanium Frame)

      1)    $345.00 per optic on orders of 36 units or more.
            36 units must be ordered at the same time to receive this per unit
            price. Shipping and handling is additional.

      2)    All above requirements apply regarding shipping and billing.

Pricing: (SV3.0x, SV3.0xx & SV3.5x on Titanium Frame)

      1)    $395.00 per optic on orders of 36 units or more.
            36 units must be ordered at the same time to receive this per unit
            price. Shipping and handling is additional.

      2)    All above requirements apply regarding shipping and billing.

Private Labeling: (optional)

      1)    SheerVision will private label optics and boxes on orders for 100
            units or more. 100 units must be ordered and delivered at the same
            time.

      2)    Please allow 3-4 weeks for delivery on private labeled products.

      3)    User's Manual and other support materials will be personalized with
            your company name and contact information.

Marketing Support:

      1)    Current SheerVision materials can be edited to accommodate your
            specific marketing needs.

      2)    Trade Show support is available.

      3)    Detailed Training Manuals are available to your sales staff.

      4)    Disks can be provided for purposes of translating the materials into
            the language of your country.

Client Support:

      1)    SheerVision stands behind their product 100%.

      2)    Any manufacturer defects will be immediately replaced at no cost.

      3)    SheerVision personnel will be available at all times to answer
            client questions and assist with any technical and/or sales issues.

      4)    A separate email address will be available to client representatives
            to assure a timely response on questions and/or requests for
            information.

Term of Agreement/Exclusivity:

      1)    This Agreement will become effective September 1, 2005 and shall
            remain in effect for a period of one (1) year, at which time it will
            automatically renew if sales volumes are met.

      2)    To renew and maintain exclusivity, Kalma must purchase a minimum of
            one hundred (100) loupe units annually from SheerVision.

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Termination of Agreement:

      1)    This Agreement may be terminated at any time, without cause, by
            either Party upon giving the other party thirty (30) days written
            notice. In the event of termination, SheerVision and Kalma shall
            work together in good faith to minimize the adverse impact of a
            disruption in the supply chain.

      2)    Any monies due to either party at the time of termination would be
            due and payable immediately.

Regarding the specifications of SheerVision surgical loupes:

SheerVision 2.5x Magnification Loupes

Weight:                2.5x - 2 1/2 ounces (entire optical system, with steel
                       frame).

                       2.5xx - 1 1/2 ounces (entire optical system, with
                       titanium frame).

Field of View: 4" - 6" depending on working distance.

Visual angle:          Adjustable hinge.

Working Depth:         Short Working Distance:                  10" - 13"

                       Regular Working Distance:                13" - 17"

                       Long Working Distance:                   14" - 19"

Pupillary Distance:    There is an adjustable knob on the hinge that allows
                       distance to be adjusted per individual user.

CE Mark:               Loupes are CE certified and all necessary
                       documentation will be forwarded upon request.

FDA Registration:      Loupes and Establishment are FDA Registered annually.

SheerVision is committed to providing a professional, efficient distribution
program to market our surgical loupes. We look forward to working with you and
your sales representatives and will go to great lengths to assure a long and
mutually beneficial relationship between our respective companies.

Sincerely,

/s/ Suzanne Lewsadder

Suzanne Lewsadder
Chief Operating Officer

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November 14, 2005

Mr. Javier Schmidt
General Manager
Kalma S.A.
Camino de Hormigueras 118
4TA Planta
28031 Madrid Spain

Dear Javier,

Per your request, the following will serve, as written confirmation of an
addition to our original agreement to include Italy to the regions Kalma
currently serves on behalf of SheerVision:

"As an addendum to the July 2005 Agreement between SheerVision and Kalma S.A,
Javier Schmidt & Kalma S.A. (Kalma) will serve as sole representative for Spain,
Portugal and Italy and will be responsible for all marketing and sales of
SheerVision surgical loupes and light products in said regions. All other parts
of the July 2005 Agreement will stay in force and no other changes will or have
been made."

Best regards,

/s/ Suzanne Lewsadder

Suzanne Lewsadder
SheerVision, Inc.

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