PORTFOLIO LEASEHOLD ACQUISITION AGREEMENT

        This PORTFOLIO  LEASEHOLD  ACQUISITION  AGREEMENT (the  "Agreement")  is
entered  into  this  10th day of July  2008  (this  "Agreement"),  by and  among
Implantable  Vision,  Inc., a Utah corporation  (the  "Company"),  Lariat Energy
Corporation,  a Nevada corporation "Lariat",  Pilgrim Petroleum  Corporation,  a
Delaware corporation  ("Pilgrim"),  and American Petroleum Corporation,  a Texas
corporation ("American" and, together with Pilgrim and Lariat, the "Seller").

                                    RECITALS

          WHEREAS,  the Company desires to purchase  certain  resource  property
assets of the Seller and the Seller  desires to sell such  assets to the Company
on the terms and conditions set forth in this Agreement;

         WHEREAS,  Seller owns an undivided one hundred  percent (100%) interest
(the "Subject Interest") in the oil and gas leases described on Exhibit A hereto
(the "Leases") and in the lands  described  therein (the "Lands") and desires to
sell its Subject Interest in the Leases;

         WHEREAS,  Seller  believes  the current  value of these assets is sixty
million  dollars  ($60,000,000),  based  upon  the  Resource  Evaluation  Report
prepared  according  to  National  Instrument  51-101 by  Gustavson  Associates,
Independent Qualified Reserves Evaluators, dated September 15, 2006. This report
reflected a Net Present  Value of Future Net  Revenues  (10%  discount  rate) of
$52,050,000  at the time of the  report.  Based upon the  increase in the market
value of the  underlying  price of a barrel of oil and billion cubic feet of gas
since this report, Seller believes that the value of the assets has increased to
$60,000,000.  However,  Seller can offer no assurances as to the increase in the
value of the assets;

         WHEREAS, American has the right to operate all oil and gas drilling and
other  activities  on  the  Leases  (the  "Operating   Rights")  under  Railroad
Commission of Texas; and

         WHEREAS,  Seller  has agreed  hereby to sell,  assign and convey to the
Company  and the Company  has agreed  hereby to purchase  and accept the Subject
Interest in the Leases subject to the terms and conditions of this Agreement.

          NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual
promises herein made, and in consideration of the  representations,  warranties,
and covenants  herein  contained and for other good and valuable  consideration,
the  receipt  and  sufficiency  of which are hereby  acknowledged,  the  parties
hereto, intending to be legally bound, agree as follows:


<PAGE>






1.       Purchase and Sale.
         -----------------

         1.1  Assets  to Be  Transferred.  On  the  terms  and  subject  to  the
conditions  set forth in this  Agreement,  the  Seller  hereby  sells,  assigns,
transfers, conveys and delivers to the Company, and the Company hereby purchases
and  assumes  from  the  Seller,  free  and  clear  of  all  liens,  claims  and
encumbrances, all of the Seller's right, title and interest in and to all of the
Property described on Exhibit A to this Agreement (the "Purchased Assets").

         1.2      Purchase  Price.  The  Purchase  Price for the  Purchased
Assets shall be paid by the Company to the Seller simultaneously with the
execution hereof. The "Purchase Price" shall be:

                  1.2.1 the  issuance  of  29,227,273  shares  of the  Company's
         common  stock to Lariat and a  Convertible  Promissory  Note payable to
         Lariat in the principal amount of seven million dollars ($7,000,000) in
         the form of Exhibit B, attached hereto and incorporated herein..

                  1.2.2 the  issuance  of  12,525,974  shares  of the  Company's
         common stock to American and a Convertible  Promissory  Note payable to
         American in the principal amount of three million dollars  ($3,000,000)
         in the form of Exhibit C, attached hereto and incorporated herein.

         1.3      Closing Date.  The Closing Date shall be the Effective Date of
this Agreement.


2.       Representations and Warranties of the Company.
         ---------------------------------------------

         The  Company  represents  and  warrants  to the  Seller  as of the date
hereof, that:

     2.1 Organization and  Qualification.  Except as set forth in Section 2.1 of
the  disclosure  schedule,  the Company is a corporation  duly  incorporated  or
otherwise organized, validly existing and in good standing under the laws of the
state of  Utah,  with  the  requisite  power  and  authority  to own and use its
properties and assets and to carry on its business as currently  conducted.  The
Company  is  not in  violation  of any of  the  provisions  of its  articles  of
incorporation  or bylaws.  Other than BT  Acquisitions,  Inc., its  wholly-owned
subsidiary,  the  Company has no  subsidiaries  and no equity,  profit  sharing,
participation  or other ownership  interest  (including any general  partnership
interest,   limited  partnership   interest  or  membership   interest)  in  any
corporation,  partnership,  limited  partnership,  limited  liability company or
other entity.


<PAGE>




         The Company is duly qualified or licensed to do business and is in good
standing as a foreign  corporation in the  jurisdictions  in which the nature of
the  business  conducted  or  property  owned by it  requires  the Company to be
qualified or licensed to do business as a foreign corporation.

         2.2 Authorization; Enforcement. The Company has the requisite corporate
power and authority to conduct its business as it is currently being  conducted,
to execute and deliver this  Agreement,  to perform its  obligations  under this
Agreement and to consummate the transactions  contemplated hereby. The execution
and  delivery  of this  Agreement  and the  performance  by the  Company  of the
transactions  contemplated  hereby  has been duly  authorized  by all  necessary
corporate action.

         2.3      Capitalization.

         (a) The authorized capital stock of the Company consists of 150,000,000
shares of common stock,  par value $.001 per share (the "Company Common Stock"),
of which  33,178,442  shares are issued and  outstanding  as of the date of this
Agreement,  and 100,000,000 shares of Series A Convertible  Preferred Stock, par
value $.001 per share, of which  1,000,000  shares are issued and outstanding as
of the date of this Agreement.

         (b) All of the issued and  outstanding  shares of Company  Common Stock
have been duly  authorized and validly issued and are fully paid,  nonassessable
and free of  preemptive  rights.  The Company  Common  Stock to be issued to the
Seller  pursuant to this Agreement  will,  when issued as specified  herein,  be
validly issued and outstanding, fully paid and non-assessable, and not issued in
violation of the preemptive rights of any other person.

         (c) To the Company's knowledge, there are no voting trusts, stockholder
agreements  or other voting  arrangements  that have been entered into among the
stockholders of the Company, or charges,  liens or encumbrances on issued shares
of the Company Common Stock.

         2.4 Financial  Statements.  As a company whose common stock trades on a
the  Over-The-Counter  Bulletin  Board,  the Company is required to file certain
financial reports with the Securities and Exchange  Commission (the "SEC").  The
Seller and its  directors  have had a chance to review said  reports as they are
public  documents  (said  publicly-available  reports and schedules  thereto are
referred to herein as the "Company Financial  Statements").  Except as otherwise
set  forth  in  Section  2.4 of the  Disclosure  Schedule,  each of the  Company
Financial  Statements filed since January 1, 2006 is complete and correct in all
material  respects,  has been  prepared  in  accordance  with GAAP  consistently
applied  throughout  the periods  presented,  and presents  fairly the financial
position,  results of  operations,  cash flows and  stockholders'  equity of the
Company as at the dates and for the periods indicated  (subject,  in the case of
unaudited statements,  to normal,  recurring audit adjustments which will not be
material  in amount or  significance)  and does not include or omit to state any
fact which renders the Company Financial Statements  misleading.  There has been
no change in Company  accounting  policies  since  January  1,  2006,  except as
described in the notes to the Company Financial Statements.


<PAGE>





         2.5  Absence  of  Certain  Changes.  Except as  otherwise  set forth in
Section 2.5 of the Disclosure Schedule or in its periodic reports filed with the
SEC pursuant to the Securities Exchange Act of 1934, as amended,  since July 31,
2007, the Company has not:

          (a) suffered any material adverse change in its business,  operations,
     assets,  or  financial  condition,  except  as  reflected  on  the  Company
     Financial Statements;

          (b)  suffered  any material  damage or  destruction  to or loss of the
     assets of the Company, whether or not covered by insurance,  which property
     or assets are material to the  operations  or business of the Company taken
     as a whole;

          (c) settled,  forgiven,  compromised,  canceled,  released,  waived or
     permitted to lapse any material rights or claims other than in the ordinary
     course of business;

          (d) entered into or terminated any material  agreement,  commitment or
     transaction,  or  agreed  to or made any  changes  in  material  leases  or
     agreements,   other  than  renewals  or  extensions   thereof  and  leases,
     agreements,  transactions and commitments entered into or terminated in the
     ordinary course of business;

          (e)  written  up,  written  down or written  off the book value of any
     material  amount of assets,  other than in the ordinary course of business;
     or

          (f)  declared,   paid  or  set  aside  for  payment  any  dividend  or
     distribution with respect to the capital stock of the Company.

         2.6 Tax Returns;  Taxes.  Since January 1, 2006,  the Company:  (a) has
duly filed all U.S.  federal and material state,  county,  local and foreign tax
returns and reports  required to be filed by it, including those with respect to
income,  payroll,   property,   withholding,   social  security,   unemployment,
franchise,  excise and sales taxes and all such  returns and reports are correct
in all material respects; (b) has either paid in full all taxes that have become
due as reflected on any return or report and any  interest  and  penalties  with
respect  thereto or has fully accrued on its books or has  established  adequate
reserves for all taxes  payable but not yet due; and (c) has made  required cash
deposits  with  appropriate   governmental  authorities  representing  estimated
payments  of  taxes,   including  income  taxes  and  employee  withholding  tax
obligations. No extension or waiver of any statute of limitations or time within
which to file any return has been  granted to or  requested  by the Company with
respect to any tax.

         2.7 Litigation and Government Claims.  There is no pending suit, claim,
action or litigation,  or  administrative,  arbitration  or other  proceeding or
governmental   investigation  or  inquiry  against  the  Company  to  which  its
businesses or assets are subject, and to the knowledge of the Company, there are
no such proceedings  threatened or  contemplated.  The Company is not subject to
any  judgment,  decree,  injunction,  rule or order  of any  court,  or,  to the
knowledge of the Company, any governmental restriction applicable to the Company


<PAGE>



         2.8 No  Conflicts.  The  execution,  delivery and  performance  of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated  hereby  does not and will not:  (i)  conflict  with or violate any
provision of the Company's articles of incorporation or bylaws, or (ii) conflict
with,  or constitute a default (or an event that with notice or lapse of time or
both would become a default) under, or give to others any rights of termination,
amendment,  acceleration or cancellation (with or without notice,  lapse of time
or both) of any agreement, credit facility, debt or other instrument (evidencing
a Company debt or  otherwise) or other  understanding  to which the Company is a
party or by which any property or asset of the Company is bound or affected,  or
(iii)  result in a violation  of any law,  rule,  regulation,  order,  judgment,
injunction,  decree or other restriction of any court or governmental  authority
as  currently in effect to which the Company is subject  (including  federal and
state securities laws and regulations), or by which any property or asset of the
Company is bound or affected.

         2.9  Filings,  Consents and  Approvals.  The Company is not required to
obtain any consent,  waiver,  authorization  or order of, give any notice to, or
make any filing or registration  with, any court or other federal,  state, local
or  other  governmental  authority  or  other  person  in  connection  with  the
execution,  delivery and performance by the Company of this Agreement other than
such filings as may be required by the Securities and Exchange Commission.

         2.10     Independent Investigation.

          (a) The Company is an informed and  sophisticated  participant  in the
     transactions   contemplated   hereby.   The  Company  has   undertaken   an
     investigation,  been  provided  with,  evaluated  and relied  upon  certain
     documents  and   information  to  assist  it  in  making  an  informed  and
     intelligent  decision with respect to the execution of this Agreement.  The
     Company acknowledges that the Seller makes no representation or warranty as
     to the value of or revenues  obtainable  from  ownership  of the  Purchased
     Assets.

          (b) The  Company  acknowledges  that it and  its  representatives  and
     agents have been permitted full and complete access to the Purchased Assets
     and any and all information the Company and its  representatives and agents
     have desired or requested  to see and/or  review,  and that the Company and
     its  representatives and agents have had a full opportunity to meet with or
     discuss via telephone with the Seller to discuss the Purchased Assets.  The
     Company   acknowledges  that  it  has  conducted  to  its  satisfaction  an
     independent  investigation  and  verification  of the financial  condition,
     results  of  operations,  assets,  liabilities,  properties  and  projected
     operations  that will occur by the  Company  upon the  consummation  of the
     Purchased  Assets  and,  in making its  determination  to proceed  with the
     transactions  contemplated by this Agreement, the Company has relied on the
     results  of its own  independent  investigation  and  verification  and the
     representations  and warranties of the Company  expressly and  specifically
     set forth in this Agreement.


<PAGE>




         2.11 Brokers. The Company has not incurred,  nor will the Company incur
directly or indirectly,  any liability for brokerage or finders' fees or agents'
commissions  or any similar  charges in  connection  with this  Agreement or any
transaction contemplated hereby.

3.       Representations and Warranties of the Seller.
         --------------------------------------------

         The  Seller  represents  and  warrants  to the  Company  as of the date
hereof, that:

     3.1  Organization  and Good  Standing.  Each Seller is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
its incorporation.  Each Seller has no subsidiaries and does not own any equity,
profit sharing, participation or other ownership interest (including any general
partnership  interest,  limited partnership  interest or membership interest) in
any corporation,  partnership, limited partnership, limited liability company or
other entity. Each Seller is duly qualified or licensed to do business and is in
good standing as a foreign  corporation in each jurisdiction in which the nature
of the business conducted or property owned by it requires it to be qualified or
licensed to do business as a foreign corporation.

     3.2 Power and  Authority.  Seller has the corporate  power and authority to
own,  lease and  operate its  properties  and assets,  including  the  Purchased
Assets,  and to carry on its business as currently being  conducted.  Seller has
the corporate  power and authority to execute and deliver this  Agreement and to
perform its  obligations  under this  Agreement.  The  execution,  delivery  and
performance  by  Seller of this  Agreement  have  been  duly  authorized  by all
necessary corporate action.

     3.3 Authorization. This Agreement has been duly executed by
Seller,  and when delivered by Seller in accordance with the terms hereof,  will
constitute  the valid and  legally  binding  obligation  of Seller,  enforceable
against  it in  accordance  with its  terms,  except  (i) as  limited by general
equitable  principles and  applicable  bankruptcy,  insolvency,  reorganization,
moratorium  and other  laws of  general  application  affecting  enforcement  of
creditors'  rights   generally,   (ii)  as  limited  by  laws  relating  to  the
availability  of  specific  performance,  injunctive  relief or other  equitable
remedies and (iii) insofar as indemnification and contribution provisions may be
limited by applicable law.

     3.4  Authorization;   Enforcement.  The  execution  and  delivery  of  this
Agreement and the  consummation by it of the  transactions  contemplated  hereby
require no further consent or action by the Seller.


<PAGE>




         3.5 No  Conflicts.  The  execution,  delivery and  performance  of this
Agreement by the Seller and the  consummation by the Seller of the  transactions
contemplated  hereby does not and will not: (i) conflict  with,  or constitute a
default  (or an event that with  notice or lapse of time or both would  become a
default)  under,  or  give to  others  any  rights  of  termination,  amendment,
acceleration or cancellation (with or without notice,  lapse of time or both) of
any agreement,  credit facility,  debt or other instrument  (evidencing a Seller
debt or otherwise) or other  understanding  to which the Seller is a party or by
which any property or asset of the Seller is bound or affected, or (ii) will not
result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental  authority as currently
in effect to which the Seller is subject (including federal and state securities
laws and regulations),  or by which any property or asset of the Seller is bound
or affected.

         3.6  Filings,  Consents  and  Approvals.  The Seller is not required to
obtain any consent,  waiver,  authorization  or order of, give any notice to, or
make any filing or registration  with, any court or other federal,  state, local
or  other  governmental  authority  or  other  person  in  connection  with  the
execution, delivery and performance by the Seller of this Agreement.

         3.7  Brokers.  The Seller has not  incurred,  nor will the Seller incur
directly or indirectly,  any liability for brokerage or finders' fees or agents'
commissions  or any similar  charges in  connection  with this  Agreement or any
transaction contemplated hereby.

         3.8      Purchased Assets.


          (a)  Exhibit  A is an  accurate  and  complete  list of the  Purchased
     Assets.  Seller owns and possesses all right,  title and interest in and to
     the  Purchased  Assets  (free and clear of any  lien,  claim,  encumbrance,
     security interest, license, or other restriction).  No written claim by any
     third party  contesting the validity,  enforceability,  use or ownership of
     any of the  Purchased  Assets  has been  made  against  Seller  or,  to the
     knowledge of Seller, is threatened.  To the knowledge of Seller, Seller has
     not infringed upon,  misappropriated,  or otherwise come into conflict with
     any property  rights of third parties.  Seller has not received any charge,
     complaint,   claim,  demand  or  notice  alleging  any  such  interference,
     infringement,  misappropriation  or  violation  relating  to the  Purchased
     Assets. To the knowledge of the Seller, no third party has interfered with,
     infringed  upon,  misappropriated  or otherwise come into conflict with any
     property rights of the Purchased Assets.

          (b) With respect to each item of Intellectual Property included in the
     Purchased Assets:

               (i) each item is free from any outstanding injunction,  judgment,
          order, decree, ruling or charge;



<PAGE>





               (ii) no action, suit, proceeding, hearing, investigation, charge,
          complaint,  claim or demand is  pending  or, to the  knowledge  of the
          Seller  is  threatened  which   challenges  the  legality,   validity,
          enforceability, use or ownership of the item; and

               (iii) there is no  currently  enforceable  agreement by Seller to
          indemnify any customer for or against any  interference,  infringement
          or misappropriation of any third party's intellectual property.

         3.9      Investor Representations.

               (a) Each Seller is acquiring  the  securities  of Company  Common
          Stock and Notes (collectively the "Securities" to be issued as payment
          of the Purchase Price) as principal for its own account and not with a
          view to or for  distributing  or reselling such Securities or any part
          thereof in violation of the  Securities  Act of 1933,  as amended (the
          "Securities  Act"),  or any applicable  state  securities  law, has no
          present  intention of distributing any of such Securities in violation
          of the Securities Act or any applicable  state  securities law and has
          no direct or indirect  arrangement  or  understandings  with any other
          persons to distribute or regarding the distribution of such Securities
          (this  representation and warranty not limiting such Seller's right to
          sell the Securities  immediately in compliance with applicable federal
          and state  securities  laws) in violation of the Securities Act or any
          applicable state securities law.

               (b) Each Seller is an  "accredited  investor"  as defined in Rule
          501(a)(1),   (a)(2),   (a)(3),   (a)(7)  or  (a)(8)  of  Regulation  D
          promulgated under the Securities Act.

         3.10     SEC  Filings.  At the Closing,  the Company will be current in
all SEC filings  required by it to be filed

4.       Covenants and Agreements.
         ------------------------

         4.1 Expenses.  Except as otherwise  specifically  provided herein,  the
Company on the one hand and Seller on the other hand shall bear their respective
fees, costs and expenses incurred in connection with the preparation,  execution
and performance of this Agreement and all related documents  contemplated hereby
and the  transactions  contemplated  hereby and thereby,  including all fees and
expenses of their representatives and Agents.

          4.2 Public  Announcements.  No party to this Agreement  shall make, or
cause to be made,  any press release or public  announcement  in respect of this
Agreement or the transactions  contemplated  hereby or otherwise  communicate by
means of any news media in  respect  of this  Agreement  without  prior  written
approval of the other party,  which approval shall not be unreasonably  withheld
or delayed.


<PAGE>




          4.3 Further  Action.  Each party,  at the request of the other  party,
shall execute such documents and take such further  actions as may be reasonably
required to carry out the provisions  hereof and give effect to the transactions
contemplated hereby. From time to time after the Closing Date, the Company shall
prepare  all  documents  and the  Company  and  Seller  shall  take all  actions
reasonably  necessary to further the sale and assignment of the Purchased Assets
to the Company hereunder.

         4.4      [Intentionally Omitted.]

         4.5  Investigation.  The  representations,  warranties,  covenants  and
agreements  set forth in this  Agreement  shall not be affected or diminished in
any way by any  investigation  (or failure to  investigate) at any time by or on
behalf  of  the  party  for  whose  benefit  such  representations,  warranties,
covenants and agreements  were made. All statements  contained  herein or in any
schedule, certificate,  exhibit, list or other document required to be delivered
pursuant  hereto,  shall be  deemed to be  representations  and  warranties  for
purposes  of  this  Agreement;  provided,  that  any  knowledge  or  materiality
qualifications contained herein shall be applicable to such other documents.

         4.6 Full Access and Information;  Confidentiality.  Seller has given to
the Company and its representatives full access to Seller's  properties,  books,
records,  contracts and commitments (collectively the "Records") relating to the
Purchased Assets, as the Company has reasonably  requested,  and the Company has
furnished to Seller and its  representatives  all such information and documents
relating to the Company as Seller reasonably requested. Each of the Parties will
treat,  and will cause its  representatives  to treat, all information that they
received in connection with the transaction  contemplated  herein, if not in the
public domain, as confidential.

         4.7 Indemnification by the Seller. From and after the Closing Date, the
Seller shall  indemnify,  defend and hold  harmless the Company from and against
any Losses incurred or suffered as a result of or arising from:

               (a) any breach of the representations or warranties of the Seller
          set forth in Article 3; or

               (b) the breach of any covenant,  agreement or other obligation of
          the Seller set forth in this Agreement.

               (c) the Company will provide indemnification to the new
         Directors  and  Officers  for any actions  that arise from actions that
         happened  prior  to  the  new  Directors  and  Officers   taking  their
         positions.


<PAGE>




         4.8  Indemnification  by the Company.  From and after the Closing Date,
the  Company  shall  indemnify,  defend and hold  harmless  the Seller  from and
against any Losses incurred or suffered as a result of or arising from:

               (a) any breach in any  representation  or warranty of the Company
          set forth in Article 2; or

               (b) the breach of any covenant,  agreement or other obligation of
          the Company set forth in this Agreement.

         4.9  Indemnity  Procedure.  A party or parties  hereto  agreeing  to be
responsible for or to indemnify against any matter pursuant to this Agreement is
referred  to herein as the  "Indemnifying  Party" and the other party or parties
claiming indemnity is referred to as the "Indemnified Party".

                  (i) An  Indemnified  Party under this  Agreement  shall,  with
         respect to claims asserted against such party by any third party,  give
         written notice to the  Indemnifying  Party of any liability which might
         give rise to a claim for indemnity  under this Agreement  within thirty
         (30)  calendar  days of the receipt of any written  claim from any such
         third party,  but not later than twenty (20) days prior to the date any
         answer or responsive pleading is due, and with respect to other matters
         for which the Indemnified Party may seek  indemnification,  give prompt
         written notice to the  Indemnifying  Party of any liability which might
         give rise to a claim for indemnity; provided, however, that any failure
         to give such notice will not waive any rights of the Indemnified  Party
         except  to  the  extent  the  rights  of  the  Indemnifying  Party  are
         materially prejudiced.

                  (ii) The  Indemnifying  Party  shall  have the  right,  at its
         election,  to take over the  defense  or  settlement  of such  claim by
         giving  written notice to the  Indemnified  Party at least fifteen (15)
         days prior to the time when an answer or other  responsive  pleading or
         notice with respect  thereto is  required.  If the  Indemnifying  Party
         makes such  election,  it may conduct the defense of such claim through
         counsel of its choosing (subject to the Indemnified Party's approval of
         such counsel, which approval shall not be unreasonably withheld), shall
         be solely  responsible  for the  expenses of such  defense and shall be
         bound by the results of its  defense or  settlement  of the claim.  The
         Indemnifying Party shall not settle any such claim without prior notice
         to and consultation with the Indemnified  Party, and no such settlement
         involving any equitable relief or which might have an adverse effect on
         the  Indemnified  Party may be agreed to without the written consent of
         the  Indemnified   Party  (which  consent  shall  not  be  unreasonably
         withheld).  So long as the Indemnifying Party is diligently  contesting
         any such claim in good faith,  the Indemnified  Party may pay or settle
         such claim only at its own expense and the Indemnifying  Party will not
         be  responsible   for  the  fees  of  separate  legal  counsel  to  the
         Indemnified Party, unless the named parties to any


<PAGE>



         proceeding  include both parties and  representation of both parties by
         the same counsel would be inappropriate. If the Indemnifying Party does
         not make such  election,  or having made such election does not, in the
         reasonable  opinion of the  Indemnified  Party  proceed  diligently  to
         defend such claim, then the Indemnified Party may (after written notice
         to the Indemnifying  Party), at the expense of the Indemnifying  Party,
         elect to take over the  defense of and  proceed to handle such claim in
         its discretion and the Indemnifying Party shall be bound by any defense
         or settlement  that the  Indemnified  Party may make in good faith with
         respect to such claim. In connection therewith,  the Indemnifying Party
         will fully cooperate with the Indemnified  Party should the Indemnified
         Party elect to take over the defense of any such claim.

                  (iii) The parties  agree to cooperate in defending  such third
         party claims and the Indemnified  Party shall provide such  cooperation
         and  such  access  to  its  books,   records  and   properties  as  the
         Indemnifying  Party shall reasonably request with respect to any matter
         for which  indemnification is sought hereunder;  and the parties hereto
         agree to  cooperate  with each  other in order to ensure the proper and
         adequate defense thereof.

                  (iv)  With  regard  to  claims  of  third  parties  for  which
         indemnification is payable  hereunder,  such  indemnification  shall be
         paid by the  Indemnifying  Party upon the  earlier to occur of: (i) the
         entry of a judgment against the Indemnified Party and the expiration of
         any applicable appeal period, or if earlier, five (5) days prior to the
         date that the judgment  creditor has the right to execute the judgment;
         (ii) the entry of an unappeasable  judgment or final appellate decision
         against the  Indemnified  Party;  or (iii) a  settlement  of the claim.
         Notwithstanding the foregoing,  provided that there is no dispute as to
         the  applicability  of  indemnification,  the  reasonable  expenses  of
         counsel to the Indemnified Party shall be reimbursed on a current basis
         by the  Indemnifying  Party if such  expenses  are a  liability  of the
         Indemnifying   Party.   With   regard   to  other   claims   for  which
         indemnification is payable  hereunder,  such  indemnification  shall be
         paid promptly by the Indemnifying  Party upon demand by the Indemnified
         Party.

5.       Miscellaneous.
         -------------

         5.1  Entire  Agreement.  This  Agreement,  together  with the  exhibits
attached hereto,  contain every obligation and understanding between the parties
relating  to the  subject  matter  hereof  and  merges  all  prior  discussions,
negotiations,  agreements  and  understandings,  both written and oral,  if any,
between  them,  and  none of the  parties  shall  be  bound  by any  conditions,
definitions,  understandings,   warranties  or  representations  other  than  as
expressly provided or referred to herein.

5.2  Notices.  Any  notice  or other  communication  or  deliveries  under  this
Agreement  shall be in writing and  delivered  personally  or sent by  certified
mail, return receipt  requested,  postage prepaid,  or sent by prepaid overnight
courier  to the  parties.  Any  notices  sent  to the  parties  shall  be at the
addresses below:



<PAGE>





If to the Seller at:

         Pilgrim Petroleum Corporation/American Petroleum Corporation
         4400 Westgrove Dr, Addison Texas 75001
         P214-687-0015
         F214-687-0019

         Lariat Energy Corporation
         2500 Westgrove Dr.
         Suite 100
         Addison, TX 75001
         P: (972) 953-8239
         F: (972) 930-7202

If to the Company at:

         Implantable Vision, Inc.
         25730 Lorain Rd.
         North Olmsted, OH 44070
         P: (212) 243-0721
         F: (646) 452-8690


         5.3 Waivers and Amendments. This Agreement may be amended,  superseded,
canceled,  renewed or extended,  and the terms  hereof may be waived,  only by a
written  instrument  signed by the  Company  and the Seller or, in the case of a
waiver,  by the party waiving  compliance.  No delay on the part of any party in
exercising  any right,  power or privilege  hereunder  shall operate as a waiver
thereof,  nor shall any waiver on the part of any party of any such right, power
or  privilege,  nor any single or partial  exercise of any such right,  power or
privilege,  preclude any further  exercise  thereof or the exercise of any other
such right, power or privilege.

         5.4 Governing  Law/Venue.  All questions  concerning the  construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance  with the internal laws of the State of
Utah (except the choice of law rules thereof). Each party hereto agrees that all
legal proceedings concerning the interpretations, enforcement and defense of the
transactions  contemplated  by this Agreement  (whether  brought against a party
hereto  or  its  respective  affiliates,   directors,  officers,   shareholders,
employees  or agents)  shall be commenced  exclusively  in the state and federal
courts in Dallas,  Texas. Each party hereby irrevocably submits to the exclusive
jurisdiction  of the  state  and  federal  courts  in  Dallas,  Texas,  for  the
adjudication  of any dispute  hereunder  or in  connection  herewith or with any
transaction  contemplated  hereby or discussed  herein,  and hereby  irrevocably
waives,  and agrees not to assert in any suit,  action or proceeding,  any claim
that it is not personally subject to the


<PAGE>



jurisdiction of any such court, that such suit, action or proceeding is improper
or inconvenient venue for such proceeding.  Each party hereby irrevocably waives
personal  service of process and  consents to process  being  served in any such
suit, action or proceeding by mailing a copy thereof via registered or certified
mail or  overnight  delivery  (with  evidence of  delivery) to such party at the
address in effect for  notices to it under this  Agreement  and agrees that such
service  shall  constitute  good and  sufficient  service of process  and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve  process in any manner  permitted by law. The parties  hereby waive all
rights to a trial by jury.

         5.5 Construction.  The headings herein are for convenience only, do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof.

         5.6  Successors and Assigns.  This Agreement  shall be binding upon and
inure to the  benefit of the  parties and their  respective  successors,  heirs,
personal representatives, legal representatives, and permitted assigns.

         5.7 No  Third-Party  Beneficiaries.  This Agreement is intended for the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns and is not for the benefit of, nor may any provision  hereof be enforced
by, any other person or entity.

         5.8 Enforcement.  Each party hereto hereby acknowledges that the breach
of this  Agreement  by any party  hereto  will  cause  irreparable  damage,  and
therefore,  the Company and Seller may enforce their rights under this Agreement
by equitable relief, including injunction and specific performance,  in addition
to other remedies that they may have at law or in equity.

         5.9  Severability.  If any  provision  of this  Agreement is held to be
invalid or unenforceable in any respect,  the validity and enforceability of the
remaining  terms  and  provisions  of  this  Agreement  shall  not in any way be
affected or impaired  thereby and the parties will attempt to agree upon a valid
and enforceable provision that is a reasonable substitute therefore, and upon so
agreeing, shall incorporate such substitute provision in this Agreement.

6.       Conditions Precedent to Obligations of Seller.
         ---------------------------------------------

         6.1      Seller  Conditions  Precedent.  Except as may be waived by
Seller,  the  obligations of Seller to consummate the  transactions
contemplated by this Agreement shall be subject to the  satisfaction on or
before the Closing Date of each of the following conditions:

         (i)  Compliance.  The Company  shall have,  or shall have caused to be,
         satisfied or complied with and  performed in all material  respects all
         terms,  covenants and  conditions of this Agreement to be complied with
         or performed by the Company on or before the Closing Date;


<PAGE>





         (ii)  Representations  and Warranties.  All of the  representations and
         warranties  made by the  Company  in this  Agreement  shall be true and
         correct in all material respects at and as of the Closing Date with the
         same force and effect as if such  representations  and  warranties  had
         been made at and as of the Closing Date,  except for changes  permitted
         or contemplated by this Agreement;

         (iii)    Officer's  Certificate.  The  Company  shall  have  delivered
         to  Seller  a  Certificate  of the President of the Company,  dated the
         Closing Date,  certifying  that the  conditions  set forth in Section
         6.1(i) and (ii) have been satisfied; and

         (iv)  Secretary's  Certificate.  The Company  shall have  delivered  to
         Seller a certificate  of the Secretary of the Company  certifying as to
         its Certificate of Incorporation,  By-Laws, incumbency of officers, and
         the resolutions  attached  thereto and any other corporate  proceedings
         relating to the authorization, execution and delivery of this Agreement
         and the transactions contemplated thereby.

         (v)   Other  Closing  Deliveries.  At the  Closing,  the Company  shall
         have  delivered or caused to be delivered to Sellers the following:

                           (a)  written   resignations   of  all   officers  and
                  directors  of the Company in office  immediately  prior to the
                  Closing.  Resignations of all officers shall be effective upon
                  the  Closing  and  resignations  of  all  directors  shall  be
                  effective upon the  expiration of the 10-day period  following
                  the filing and delivery of an Information Statement (the "14-f
                  Information  Statement")  required  by Rule 14f-1  promulgated
                  under the  Securities  Exchange  Act of 1934,  as amended (the
                  "Exchange Act");

                           (b)   resolutions   duly  adopted  by  the  Board  of
                  Directors of the Company  approving  the  following  events or
                  actions, as applicable:

     (1)  the  execution,   delivery  and  performance  of  the  terms  of  this
          Agreement;

     (2)  the transaction described herein and the terms thereof;

     (3)  the appointment of the following  individuals as directors to serve on
          the  Company  board of  directors  (the  "Initial  Seller  Directors")
          effective as of Closing:

                                            Rafael Pinedo
                                            Bryan Bulloch


<PAGE>




               Mr. Pinedo shall be also named Chairman of the Board effective as
               of Closing;

     (4)  the appointment of the following  individuals as directors to serve on
          the Company Board of Directors (the "Seller Directors") effective upon
          the expiration of the 10-day period  following the filing and delivery
          of the 14f-1 Information Statement:

                                            Carlo Ugolini
                                            Kevin L. Dahlberg
                                            Gama Munoz

     (5)  the  appointment of the following  persons as officers of the Company,
          with the titles set forth  opposite his name (the  "Seller  Officers")
          effective as of Closing:

                     Name                Position
                     ----                --------
                     Rafael Pinedo       Chairman of the Board and Secretary
                     Bryan Bulloch       President and Chief Financial Officer
                     Carlo Ugolini       Vice President - Land and Exploration
                     Madeleine Thom      Vice President - Marketing

                           (c) an instruction  letter signed by the President of
                  the  Company  addressed  to the  Company's  transfer  agent of
                  record,  in  a  form  reasonably   acceptable  to  Seller  and
                  consistent with the terms of this  Agreement,  instructing the
                  transfer agent to issue share  certificates  representing  the
                  Purchase  Price  shares  to  be  delivered  pursuant  to  this
                  Agreement  registered in the names of the Sellers described in
                  Section 1.2; and

                           (d) such other  documents  as Sellers may  reasonably
                  request  in  connection  with  the  transactions  contemplated
                  hereby.


<PAGE>




7.       Conditions Precedent to Obligations of the Company.
         --------------------------------------------------

     7.1 Company Conditions  Precedent.  Except as may be waived by the Company,
the  obligations of the Company to consummate the  transactions  contemplated by
this Agreement  shall be subject to the  satisfaction,  on or before the Closing
Date, of each of the following conditions:

          (i)  Compliance.  Seller  shall  have,  or shall  have  caused  to be,
          satisfied or complied with and performed in all material  respects all
          terms, covenants, and conditions of this Agreement to be complied with
          or performed by it on or before the Closing Date;

          (ii)  Representations  and Warranties.  All of the representations and
          warranties  made by Seller  shall be true and correct in all  material
          respects at and as of the Closing  Date with the same force and effect
          as if such  representations  and warranties had been made at and as of
          the Closing Date;

          (iii)  Officer's  Certificate.  Seller  shall  have  delivered  to the
          Company a  Certificate  of the  President  of each  Seller,  dated the
          Closing  Date,  certifying  that the  conditions  set forth in Section
          7.1(i) and (ii) been satisfied;

          (iv)  Secretary's  Certificate.  Seller  shall have  delivered  to the
          Company a certificate of the Secretary of each Seller certifying as to
          its Certificate of  Incorporation,  By-Laws,  incumbency,  and certain
          resolutions  attached  thereto  and any  other  corporate  proceedings
          relating  to  the  authorization,   execution  and  delivery  of  this
          Agreement and the transactions contemplated thereby;

          (v)  Exchange  by Seller.  Seller  shall have  obtained  all  consents
          necessary to transfer the Purchased  Assets to the Company,  and shall
          have taken all steps necessary to effect such transfer; and

          (vi) Proceedings and Documents. All corporate and other proceedings in
          connection  with the  transactions  contemplated by this Agreement and
          all documents and instruments  incident to such transactions  shall be
          satisfactory  to the Company and its counsel,  and the Company and its
          counsel  shall  have  received  all  such  counterpart   originals  or
          certified  or other copies of such  documents  as they may  reasonably
          request.


<PAGE>




8.       Miscellaneous.
         -------------

         8.1  Termination.  This  Agreement  and the  transactions  contemplated
hereby and the provisions  herein may be terminated at any time on or before the
Closing  Date:  (a) by mutual  consent  of Seller  and the  Company;  (b) by the
Company  or  Seller  if the  Exchange  has not  been or is  incapable  of  being
consummated by July __, 2008, as extended (the "Termination Date"),  unless such
failure is due to the failure of the terminating party to perform or observe the
covenants, agreements, and conditions hereof to be performed or observed by him,
her or it at or  before  the  Closing  Date;  provided,  that the  non-breaching
party's cause of action resulting from such failure to perform or to observe the
covenants, agreements and conditions hereof shall not be terminated; or (iii) by
Seller or the  Company  if the  transactions  contemplated  hereby  violate  any
non-appealable  final order,  decree,  or judgment of any court or  governmental
body or agency having competent jurisdiction.

         8.2 Entire  Agreement.  This  Agreement,  including  the  schedules and
exhibits hereto,  contains the complete agreement among the parties with respect
to the transactions  contemplated hereby and supersedes all prior agreements and
understandings among the parties with respect to such transactions.  Section and
other  headings  are for  reference  purposes  only and  shall  not  affect  the
interpretation  or construction  of this Agreement.  The parties hereto have not
made any  representation  or  warranty  except  as  expressly  set forth in this
Agreement or in any  certificate  or schedule  delivered  pursuant  hereto.  The
disclosure  schedules  hereto  shall be read as a whole and  information  on any
particular section thereto shall be deemed to be responsive to other appropriate
sections of the same disclosure schedule. The obligations of any party under any
agreement  executed  pursuant  to this  Agreement  shall not be affected by this
section.

         8.3 Survival and  Limitation  on  Liability.  The  representations  and
warranties  of each  party  contained  herein  or in any  exhibit,  certificate,
document or instrument  delivered  pursuant to this Agreement  shall survive the
Closing for a period of one year  following  the Closing  Date. No party to this
Agreement  shall have any  liability  to any other party hereto for any claim(s)
based  upon  the   representations,   warranties,   covenants,   agreements  and
obligations  under this Agreement  unless such claim(s) is asserted  within such
one  year  survival   period   (except  for  claims  for  fraud  or  intentional
misrepresentation,  which may be asserted after the expiration of the applicable
survival period) and only if damages  resulting from such claim(s) exceed in the
aggregate  $25,000,  in which event  liability shall be for the entire amount of
damages.

         8.4  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts,  each of which when so executed and  delivered  shall be deemed an
original, and such counterparts together shall constitute only one original.

         8.5 SEC Filings.  Subsequent to Closing,  the Company shall prepare any
filings as may be necessary in connection with the transactions  contemplated in
this Agreement, including, without limitation, the 14f-1 Information Statement.








                [REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY]



<PAGE>










         IN WITNESS  WHEREOF,  the Company and Seller  have duly  executed  this
Agreement, all as of the date first written above.

                                     SELLER:

                                     PILGRIM PETROLEUM CORPORATION


                                     /s/Rafael Pinedo
                                     ----------------
                                        President


                                     AMERICAN PETROLEUM CORPORATION



                                     /s/ Rafael Pinedo
                                     -----------------
                                     President

                                     LARIAT ENERGY CORPORATION


                                     /s/ Jeffrey Fanning
                                     -------------------
                                     President


                                     THE COMPANY:


                                     IMPLANTABLE VISION, INC.


                                     /s/ George Rozakis, MD
                                     ----------------------
                                         George Rozakis, President





<PAGE>



                                    EXHIBIT A

                                PURCHASED ASSETS



Lease Name                    CO     RRC   Acres              Interest
                                           more or less       Conveyed
--------------------------------------------------------------------------------
1 Morgan, F.D.                W     13076     120    all of Net Working Interest
2 Morgan, F.D. Tract 2        W     14249
3 Cowan Mckinney              A     20057            all of Net Working Interest
4    "         " "C"          A     18323     280    all of Net Working Interest
5 Lilly Hooks                 W     05716     430    all of Net Working Interest
6 Lochridge                   W     05239     140    all of Net Working Interest
7 Douglas Mineral Trust       W     13962     960    all of Working Interest
8 White                       A     00697     430    all of Net Working Interest
9 White, (Shallow)            A     21272
10  City National Bank        A     18191    4300    all of Net Working Interest
11 Climax                     A     00525    5000
12 Patton                     W     04897            all interest/not specified
13 W.T. Waggoner "B"          W     05066            all interest/not specified
14 Waggoner AN                W     18415            all interest/not specified
   Totals                                   11660

                                  A = Archer County
                                  W = Wichita County


<PAGE>





                                    EXHIBIT B

                                   Lariat Note

THIS  CONVERTIBLE  PROMISSORY NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER
ANY STATE  SECURITIES  LAWS. THIS  CONVERTIBLE  PROMISSORY NOTE MAY NOT BE SOLD,
OFFERED  FOR  SALE,  PLEDGED  OR  HYPOTHECATED  WITHOUT  REGISTRATION  UNDER THE
SECURITIES ACT OR  REGISTRATION  OR  QUALIFICATION  UNDER SUCH STATE  SECURITIES
LAWS,  UNLESS THE PROPOSED  TRANSACTION  DOES NOT REQUIRE SUCH  REGISTRATION  OR
QUALIFICATION.


                           CONVERTIBLE PROMISSORY NOTE

$7,000,000.00              Dallas, Texas                     July ___, 2008

         FOR VALUE RECEIVED,  the undersigned,  Implantable Vision, Inc., a Utah
corporation, and its successors and assigns ("Borrower"), promises to pay to the
order of Lariat Energy Corporation, a Nevada corporation, and its successors and
permitted  assigns  ("Holder"),  the  principal  sum of  Seven  Million  Dollars
($7,000,000.00),  together with simple  interest from the date of advancement on
the principal  balance hereof from time to time remaining  unpaid at an interest
rate equal to the U.S. prime rate as published in the Wall Street Journal Online
plus one  percent  (1%) per annum,  determined  on the date of this  Convertible
Promissory Note (the "Note"),  and adjusted on each  anniversary  until maturity
(subject to Section 2 of this Note),  both  principal and interest being payable
at the  address  designated  in Section 12, or at such other place as Holder may
from time to time designate in writing.

         The  principal of this Note shall mature and be due and payable on July
__, 2010. All accrued and unpaid  interest shall be due and payable  immediately
on maturity.

         All past due  principal  and  accrued  interest on this Note shall bear
interest  from  maturity  (whether  on demand,  upon  acceleration  of  maturity
following an Event of Default (as defined below) or otherwise) until paid at the
lesser of (i) the rate of  twelve  percent  (12%) per annum or (ii) the  highest
rate for which Borrower may legally  contract under applicable law. All payments
hereunder shall be payable in lawful money of the United States of America which
shall be legal tender for public and private debts at the time of payments.

1.       Conversion.
         ----------

                  (a) Conversion  Option.  This Note shall be convertible at the
option of Holder  hereof (the  "Optional  Conversion"),  in whole or in part, in
lieu of and in satisfaction of the unpaid principal hereunder,  into that number
of fully paid and nonassessable shares of Common Stock (as defined in Section 2)
as is equal to the quotient of the unpaid  principal  divided by the  applicable
Conversion  Price (as defined in Section 2). Upon any Optional  Conversion,  the
outstanding  principal due under this Note shall be reduced in full by an amount
equal to the  number  of  shares of Common  Stock  issued  upon such  conversion
multiplied by the applicable Conversion Price.

                  (b)  Conversion  Procedures.  If  Holder  is  entitled  to and
desires to convert this Note into Common Stock,  it shall surrender this Note to
Borrower at its principal  executive offices,  accompanied by proper instruments
of transfer to Borrower or in blank,  accompanied by irrevocable  written notice
to  Borrower  that Holder  elects so to convert  this Note and the name or names
(with address) in which a certificate or certificates for Common Stock are to be
issued.  Borrower  shall,  as soon as practicable  after such written notice and
compliance with any other conditions herein contained, deliver at such office to
Holder,  certificates  for the number of full shares of Common Stock to which it
shall be entitled.  Such conversion  shall be deemed to have been made as of the
date of such  surrender  of this Note,  and the person or  persons  entitled  to
receive Common Stock or other  securities  deliverable  upon conversion shall be
treated for all purposes as the record holder or holders thereof on such date.


<PAGE>




                  (c)      Certain  Adjustments.  The  applicable  Conversion
Price and the  number of  securities issuable upon conversion of this Note shall
be subject to adjustment from time to time as follows:

                           (i) In case Borrower shall at any time after the date
         hereof (1) pay a dividend or make a  distribution  on its capital stock
         that is paid or made in shares of stock of Borrower,  (2) subdivide its
         outstanding  shares of Common Stock into a greater  number of shares or
         (3)  combine  its  outstanding  shares of Common  Stock  into a smaller
         number of  shares,  then in each such  case the  applicable  Conversion
         Price in effect  immediately prior thereto and the securities  issuable
         shall be  adjusted  retroactively  as  provided  below  so that  Holder
         thereafter  shall be entitled to receive the number of shares of Common
         Stock of  Borrower  and other  shares and rights to  purchase  stock or
         other securities which Holder would have owned or have been entitled to
         receive  after the happening of any of the events  described  above had
         this Note been  converted  immediately  prior to the  happening of such
         event or any  record  date with  respect  thereto.  In the event of the
         redemption of any shares  referred to in clause (1),  Holder shall have
         the right to receive,  in lieu of any such shares or rights,  any cash,
         property  or  securities  paid  in  respect  of  such  redemption.   An
         adjustment made pursuant to this subsection (i) shall become  effective
         immediately  after  the  record  date  in the  case  of a  dividend  or
         distribution and shall become effective immediately after the effective
         date in the case of a subdivision or combination.

                           (ii)  Whenever  the  Conversion  Price is adjusted as
         provided above, Borrower shall compute the adjusted Conversion Price in
         accordance  herewith  and  mail to  Holder a  notice  stating  that the
         Conversion  Price has been  adjusted  and  setting  forth the  adjusted
         Conversion Price.

                           (iii) In the event  that at any time,  as a result of
         any  adjustment  made  pursuant to this  Section,  Holder  shall become
         entitled to receive any shares of Borrower  other than shares of Common
         Stock or to  receive  any other  securities,  the  number of such other
         shares or securities so receivable  upon  conversion of this Note shall
         be subject to adjustment  from time to time in a manner and on terms as
         nearly  equivalent as practicable to the provisions  contained in these
         provisions with respect to Common Stock.

                  (d) No  Fractional  Shares.  No  fractional  shares  or  scrip
representing  fractional  shares of Common Stock shall be issued upon conversion
of this Note.  All  calculations  of the number of shares of Common  Stock to be
issued upon conversion of this Note shall be rounded to the nearest whole share.

                  (e) Reclassification, Consolidation, Merger or Sale of Assets.
In case of any  reclassification  of Common Stock, any consolidation of Borrower
with, or merger of Borrower into, any other person, any merger of another person
into   Borrower   (other   than  a  merger   which   does  not   result  in  any
reclassification,  conversion, exchange or cancellation of outstanding shares of
Common Stock of Borrower),  any sale or transfer of all or substantially  all of
the assets of Borrower or any compulsory share exchange  pursuant to which share
exchange  the Common  Stock is converted  into other  securities,  cash or other
property,  then  lawful  provision  shall  be made as part of the  terms of such
transaction  whereby Holder shall have the right  thereafter,  during the period
this Note shall be  convertible  hereunder,  to convert  this Note only into the
kind and amount of  securities,  cash and other  property  receivable  upon such
reclassification,  consolidation,  merger, sale, transfer or share exchange by a
holder of the number of shares of Common Stock of Borrower  into which this Note
might  have  been  converted   immediately   prior  to  such   reclassification,
consolidation,  merger, sale, transfer or share exchange assuming such holder of
Common Stock of Borrower (i) is not a person with which Borrower consolidated or
into which Borrower merged or which merged into Borrower,  to which such sale or
transfer  was  made or a party  to  such  share  exchange,  as the  case  may be
("constituent  person"), or an affiliate of a constituent person and (ii) failed
to  exercise  his  rights  of  election,  if any,  as to the kind or  amount  of
securities,  cash and other  property  receivable  upon  such  reclassification,
consolidation,  merger,  sale,  transfer or share exchange (provided that if the
kind or  amount of  securities,  cash and other  property  receivable  upon such
reclassification, consolidation, merger, sale, transfer or share exchange is not
the same for each share of Common Stock of Borrower  held  immediately  prior to
such consolidation,  merger, sale or transfer by other than a constituent person
or an  affiliate  thereof and in respect of which such rights of election  shall
not have been  exercised  ("non-electing  share"),  then the kind and  amount of
securities,  cash and other  property  receivable  upon  such  reclassification,
consolidation,  merger,  sale,  transfer or share exchange by each  non-electing
share  shall be deemed to be the kind and  amount so  receivable  per share by a
plurality  of the  non-electing  shares).  Borrower,  the person  formed by such
consolidation  or resulting  from such merger or which  acquires  such assets or
which acquires  Borrower's  shares, as the case may be, shall make provisions in
its certificate or articles of  incorporation or other  constituent  document to
establish such right.  Such  certificate or articles of  incorporation  or other
constituent  document shall provide for adjustments which, for events subsequent
to the effective date of such  certificate or articles of incorporation or other
constituent document, shall be as nearly equivalent as may be practicable to the
adjustments  provided for herein.  The above provisions shall similarly apply to
successive reclassifications, consolidations, mergers, sales, transfers or share
exchanges.


<PAGE>




                  (f) Reservation of Shares; Transfer Taxes; Etc. Borrower shall
at all times  reserve and keep  available,  out of its  authorized  and unissued
stock,  solely for the purpose of effecting the  conversion  of this Note,  such
number of shares of its Common  Stock and other  securities  free of  preemptive
rights as shall from time to time be sufficient to effect the conversion of this
Note. Borrower shall from time to time, in accordance with the laws of the State
of Utah, increase the authorized number of shares of Common Stock if at any time
the number of shares of Common Stock not outstanding  shall not be sufficient to
permit  the  conversion  of this Note.  Borrower  shall pay any and all issue or
other taxes that may be payable in respect of any issue or delivery of shares of
Common Stock or other securities upon conversion of this Note by Holder.

         2.       Defined  Terms.  As used in this Note,  the  following  terms
have the  respective  meanings  set forth below:

                  (a) "Common Stock" shall mean the common stock of Borrower and
any capital  stock into which such common  stock shall have been changed and any
other  stock  resulting  from any  reclassification  of such stock  which is not
preferred as to dividends or assets over any other class of stock which shall be
in effect from time to time.

                  (b) "Conversion  Price"  shall mean,  subject to  adjustment
as  provided  in Section  1(c) hereof, $3.08.

         3.    Prepayments.  Borrower shall have the right to prepay the
principal and any interest  outstanding under  this  Note in full or in part at
any time and from  time to time.  Any  prepayment  shall be  applied  first
against any accrued interest and then against principal.

         4.       Default Remedies.

                  (a)  Borrower  shall be in  default  under  this Note upon the
         happening of any condition or event set forth below (each, an "Event of
         Default"):

                    (i)  Borrower  shall fail to pay the  principal and interest
                         due on this Note on the date which the same becomes due
                         and  payable in  accordance  with the terms  hereof and
                         Borrower  fails to make such payment within twenty (20)
                         days of the date which Borrower receives written notice
                         from the  Holder  that any  such  payment  has not been
                         received by Holder;

                    (ii) default by Borrower in the punctual  performance of any
                         other obligation, covenant, term or provision contained
                         in  this  Note,   and  such  default   shall   continue
                         unremedied  for a  period  of ten  (10)  days  or  more
                         following  written  notice  of  default  by  Holder  to
                         Borrower;

                    (iii)The   commencement   of  any   proceeding   under   any
                         bankruptcy  or insolvency  laws by or against  Borrower
                         which results in the entry of an order for relief which
                         remains  undismissed,  undischarged  or unbonded  for a
                         period of 60 days or more.

                  (b) The entire unpaid  principal  balance of this Note and all
         accrued  interest  thereon shall  immediately be due and payable at the
         option of the holder  hereof upon the  occurrence of any one or more of
         the Events of Default and at any time thereafter.

         5. Cumulative  Rights.  No delay on the part of the holder of this Note
in the  exercise  of any  power or right  under  this  Note or under  any  other
instrument executed pursuant hereto shall operate as a waiver thereof, nor shall
a single or partial  exercise  of any power or right  preclude  other or further
exercise thereof or the exercise of any other power or right.


<PAGE>




         6. Waiver.  Borrower  waives demand,  presentment,  protest,  notice of
dishonor,  notice of nonpayment,  notice of intention to accelerate or notice of
acceleration  (other  than  notices of default  required  pursuant  to  Sections
4(a)(i) and (ii)),  notice of protest and any and all lack of diligence or delay
in  collection  or the filing of suit hereon  which may occur,  and agree to all
extensions and partial payments, before or after maturity,  without prejudice to
the holder hereof.

         7.  Attorneys' Fees and Costs. In the event that this Note is collected
in  whole or in part  through  suit,  arbitration,  mediation,  or  other  legal
proceeding of any nature,  then and in any such case there shall be added to the
unpaid  principal amount hereof all reasonable costs and expenses of collection,
including, without limitation, reasonable attorney's fees.

         8.  Governing  Law.  This Note shall be  governed by and  construed  in
accordance  with the internal laws of the State of Texas,  without giving effect
to  conflicts  of law  provision  or rule  (whether of the State of Texas or any
other  jurisdiction)  that would  result in the  application  of the laws of any
jurisdiction other than the State of Texas.

         9.  Headings.  The  headings  of the  sections of this Note are
inserted  for  convenience  only and shall not be deemed to constitute a part
hereof.

         10. Usury. All agreements between Borrower and the holder of this Note,
whether now  existing or  hereafter  arising  and whether  written or oral,  are
expressly  limited so that in no  contingency  or event  whatsoever,  whether by
acceleration  of the maturity of this Note or otherwise,  shall the amount paid,
or agreed to be paid, to the holder hereof for the use, forbearance or detention
of the money to be loaned  hereunder  or  otherwise,  exceed the maximum  amount
permissible  under  applicable  law.  If  from  any   circumstances   whatsoever
fulfillment of any provision of this Note or of any other  document  evidencing,
securing  or  pertaining  to the  indebtedness  evidenced  hereby,  at the  time
performance of such provision shall be due, shall involve exceeding the limit of
validity  prescribed  by law,  then ipso facto,  the  obligation to be fulfilled
shall  be  reduced  to the  limit  of  such  validity,  and  if  from  any  such
circumstances  the holder of this Note shall ever  receive  anything of value as
interest  or deemed  interest  by  applicable  law under  this Note or any other
document evidencing, securing or pertaining to the indebtedness evidenced hereby
or otherwise an amount that would  exceed the highest  lawful rate,  such amount
that  would be  excessive  interest  shall be applied  to the  reduction  of the
principal  amount owing under this Note or on account of any other  indebtedness
of Borrower to the holder hereof  relating to this Note,  and not to the payment
of  interest,  or if such  excessive  interest  exceeds  the  unpaid  balance of
principal  of this  Note and  such  other  indebtedness,  such  excess  shall be
refunded to Borrower. In determining whether or not the interest paid or payable
with respect to any  indebtedness  of Borrower to the holder  hereof,  under any
specific  contingency,  exceeds the highest lawful rate, Borrower and the holder
hereof  shall,   to  the  maximum  extent   permitted  by  applicable  law,  (a)
characterize any nonprincipal  payment as an expense, fee or premium rather than
as  interest,  (b)  amortize,  prorate,  allocate and spread the total amount of
interest  throughout the full term of such  indebtedness so that the actual rate
of  interest  on account of such  indebtedness  is uniform  throughout  the term
thereof, and/or (c) allocate interest between portions of such indebtedness,  to
the end that no such  portion  shall bear  interest at a rate  greater than that
permitted by law. The terms and provisions of this  paragraph  shall control and
supersede every other conflicting  provision of all agreements  between Borrower
and the holder hereof.

         11.   Successors and Assigns.  This Note may not be sold,  transferred
or otherwise  assigned by Holder without the prior written  consent of Borrower.
Borrower's  obligations  under this Note may not be transferred or otherwise
assigned by Borrower without the prior written consent of Holder.

         12.  Severability.  In the  event  any one or  more  of the  provisions
contained  in this Note shall for any reason be held to be  invalid,  illegal or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall not affect any other provision hereof, and this Note shall be construed as
if such invalid,  illegal or  unenforceable  provision had never been  contained
herein.

         13.  Notices.  All  notices  of  communication  required  or  permitted
hereunder  shall be in writing  and may be given by (a)  depositing  the same in
United States mail,  addressed to the party to be notified,  postage prepaid and
registered or certified with return receipt request,  (b) delivering the same in
person or by  overnight  express  to an  officer  or agent of such party or, (c)
telecopying the same with electronic confirmation of receipt:


<PAGE>





                           (i)      If to Borrower, addressed thereto at:

                                    Implantable Vision, Inc.
                                    Attn.: President

                                    -----------------------
                                    -----------------------
                                    -----------------------
                                    Telecopier: ______________; and

                           (ii)     If to Holder, addressed thereto at:

                                    Lariat Energy Corporation
                                    Attn.: President

                                    -----------------------
                                    -----------------------
                                    -----------------------
                                    Attention: _______________
                                    Telecopier: ______________; and

or to such other address or counsel as any party hereto shall  specify  pursuant
to this Section 13 from time to time.  Any notice that is delivered  personally,
or sent by telecopy or overnight  express in the manner provided herein shall be
deemed to have been duly given to the party to whom it is  directed  upon actual
receipt by such party.  Any notice which is  addressed  and mailed in the manner
herein provided shall be  conclusively  presumed to have been given to the party
to whom it is addressed at the close of business,  local time of the  recipient,
on the third day after the day it is so placed in the mail.

         IN WITNESS  WHEREOF,  the undersigned have executed this Note on and as
of the date first above written.

                                    BORROWER:

                                    Implantable Vision, Inc.,
                                    a Utah corporation


                                    By: _________________
                                    Name:________________
                                    Title:_______________


                                    HOLDER:

                                    Lariat Energy Corporation,
                                    a Nevada corporation


                                    By:__________________
                                    Name:________________
                                    Title:_______________




<PAGE>







                                    EXHIBIT C

                                  American Note


THIS  CONVERTIBLE  PROMISSORY NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER
ANY STATE  SECURITIES  LAWS. THIS  CONVERTIBLE  PROMISSORY NOTE MAY NOT BE SOLD,
OFFERED  FOR  SALE,  PLEDGED  OR  HYPOTHECATED  WITHOUT  REGISTRATION  UNDER THE
SECURITIES ACT OR  REGISTRATION  OR  QUALIFICATION  UNDER SUCH STATE  SECURITIES
LAWS,  UNLESS THE PROPOSED  TRANSACTION  DOES NOT REQUIRE SUCH  REGISTRATION  OR
QUALIFICATION.


                           CONVERTIBLE PROMISSORY NOTE

$3,000,000.00                Dallas, Texas                 July ___, 2008


         FOR VALUE RECEIVED,  the undersigned,  Implantable Vision, Inc., a Utah
corporation, and its successors and assigns ("Borrower"), promises to pay to the
order  of  American  Petroleum  Corporation,  a  Texas  corporation,,   and  its
successors and permitted assigns ("Holder"),  the principal sum of Three Million
Dollars  ($3,000,000.00),  together  with  simple  interest  from  the  date  of
advancement on the principal  balance hereof from time to time remaining  unpaid
at an interest rate equal to the U.S. prime rate as published in the Wall Street
Journal  Online plus one percent (1%) per annum,  determined on the date of this
Convertible Promissory Note (the "Note"), and adjusted on each anniversary until
maturity  (subject to Section 2 of this Note), both principal and interest being
payable  at the  address  designated  in Section  12, or at such other  place as
Holder may from time to time designate in writing.

         The  principal of this Note shall mature and be due and payable on July
__, 2010. All accrued and unpaid  interest shall be due and payable  immediately
on maturity.

         All past due  principal  and  accrued  interest on this Note shall bear
interest  from  maturity  (whether  on demand,  upon  acceleration  of  maturity
following an Event of Default (as defined below) or otherwise) until paid at the
lesser of (i) the rate of  twelve  percent  (12%) per annum or (ii) the  highest
rate for which Borrower may legally  contract under applicable law. All payments
hereunder shall be payable in lawful money of the United States of America which
shall be legal tender for public and private debts at the time of payments.

2.       Conversion.

                  (a) Conversion  Option.  This Note shall be convertible at the
option of Holder  hereof (the  "Optional  Conversion"),  in whole or in part, in
lieu of and in satisfaction of the unpaid principal hereunder,  into that number
of fully paid and nonassessable shares of Common Stock (as defined in Section 2)
as is equal to the quotient of the unpaid  principal  divided by the  applicable
Conversion  Price (as defined in Section 2). Upon any Optional  Conversion,  the
outstanding  principal due under this Note shall be reduced in full by an amount
equal to the  number  of  shares of Common  Stock  issued  upon such  conversion
multiplied by the applicable Conversion Price.

                  (b)  Conversion  Procedures.  If  Holder  is  entitled  to and
desires to convert this Note into Common Stock,  it shall surrender this Note to
Borrower at its principal  executive offices,  accompanied by proper instruments
of transfer to Borrower or in blank,  accompanied by irrevocable  written notice
to  Borrower  that Holder  elects so to convert  this Note and the name or names
(with address) in which a certificate or certificates for Common Stock are to be
issued.  Borrower  shall,  as soon as practicable  after such written notice and
compliance with any other conditions herein contained, deliver at such office to
Holder,  certificates  for the number of full shares of Common Stock to which it
shall be entitled.  Such conversion  shall be deemed to have been made as of the
date of such  surrender  of this Note,  and the person or  persons  entitled  to
receive Common Stock or other  securities  deliverable  upon conversion shall be
treated for all purposes as the record holder or holders thereof on such date.


<PAGE>




     (c) Certain Adjustments.  The applicable Conversion Price and the number of
securities  issuable upon conversion of this Note shall be subject to adjustment
from time to time as follows:

                           (i) In case Borrower shall at any time after the date
         hereof (1) pay a dividend or make a  distribution  on its capital stock
         that is paid or made in shares of stock of Borrower,  (2) subdivide its
         outstanding  shares of Common Stock into a greater  number of shares or
         (3)  combine  its  outstanding  shares of Common  Stock  into a smaller
         number of  shares,  then in each such  case the  applicable  Conversion
         Price in effect  immediately prior thereto and the securities  issuable
         shall be  adjusted  retroactively  as  provided  below  so that  Holder
         thereafter  shall be entitled to receive the number of shares of Common
         Stock of  Borrower  and other  shares and rights to  purchase  stock or
         other securities which Holder would have owned or have been entitled to
         receive  after the happening of any of the events  described  above had
         this Note been  converted  immediately  prior to the  happening of such
         event or any  record  date with  respect  thereto.  In the event of the
         redemption of any shares  referred to in clause (1),  Holder shall have
         the right to receive,  in lieu of any such shares or rights,  any cash,
         property  or  securities  paid  in  respect  of  such  redemption.   An
         adjustment made pursuant to this subsection (i) shall become  effective
         immediately  after  the  record  date  in the  case  of a  dividend  or
         distribution and shall become effective immediately after the effective
         date in the case of a subdivision or combination.

                           (ii)  Whenever  the  Conversion  Price is adjusted as
         provided above, Borrower shall compute the adjusted Conversion Price in
         accordance  herewith  and  mail to  Holder a  notice  stating  that the
         Conversion  Price has been  adjusted  and  setting  forth the  adjusted
         Conversion Price.

                           (iii) In the event  that at any time,  as a result of
         any  adjustment  made  pursuant to this  Section,  Holder  shall become
         entitled to receive any shares of Borrower  other than shares of Common
         Stock or to  receive  any other  securities,  the  number of such other
         shares or securities so receivable  upon  conversion of this Note shall
         be subject to adjustment  from time to time in a manner and on terms as
         nearly  equivalent as practicable to the provisions  contained in these
         provisions with respect to Common Stock.

                  (d) No  Fractional  Shares.  No  fractional  shares  or  scrip
representing  fractional  shares of Common Stock shall be issued upon conversion
of this Note.  All  calculations  of the number of shares of Common  Stock to be
issued upon conversion of this Note shall be rounded to the nearest whole share.

                  (e) Reclassification, Consolidation, Merger or Sale of Assets.
In case of any  reclassification  of Common Stock, any consolidation of Borrower
with, or merger of Borrower into, any other person, any merger of another person
into   Borrower   (other   than  a  merger   which   does  not   result  in  any
reclassification,  conversion, exchange or cancellation of outstanding shares of
Common Stock of Borrower),  any sale or transfer of all or substantially  all of
the assets of Borrower or any compulsory share exchange  pursuant to which share
exchange  the Common  Stock is converted  into other  securities,  cash or other
property,  then  lawful  provision  shall  be made as part of the  terms of such
transaction  whereby Holder shall have the right  thereafter,  during the period
this Note shall be  convertible  hereunder,  to convert  this Note only into the
kind and amount of  securities,  cash and other  property  receivable  upon such
reclassification,  consolidation,  merger, sale, transfer or share exchange by a
holder of the number of shares of Common Stock of Borrower  into which this Note
might  have  been  converted   immediately   prior  to  such   reclassification,
consolidation,  merger, sale, transfer or share exchange assuming such holder of
Common Stock of Borrower (i) is not a person with which Borrower consolidated or
into which Borrower merged or which merged into Borrower,  to which such sale or
transfer  was  made or a party  to  such  share  exchange,  as the  case  may be
("constituent  person"), or an affiliate of a constituent person and (ii) failed
to  exercise  his  rights  of  election,  if any,  as to the kind or  amount  of
securities,  cash and other  property  receivable  upon  such  reclassification,
consolidation,  merger,  sale,  transfer or share exchange (provided that if the
kind or  amount of  securities,  cash and other  property  receivable  upon such
reclassification, consolidation, merger, sale, transfer or share exchange is not
the same for each share of Common Stock of Borrower  held  immediately  prior to
such consolidation,  merger, sale or transfer by other than a constituent person
or an  affiliate  thereof and in respect of which such rights of election  shall
not have been  exercised  ("non-electing  share"),  then the kind and  amount of
securities,  cash and other  property  receivable  upon  such  reclassification,
consolidation,  merger,  sale,  transfer or share exchange by each  non-electing
share  shall be deemed to be the kind and  amount so  receivable  per share by a
plurality  of the  non-electing  shares).  Borrower,  the person  formed by such
consolidation  or resulting  from such merger or which  acquires  such assets or
which acquires  Borrower's  shares, as the case may be, shall make provisions in
its certificate or articles of  incorporation or other  constituent  document to
establish such right.  Such  certificate or articles of  incorporation  or other
constituent  document shall provide for adjustments which, for events subsequent
to the effective date of such  certificate or articles of incorporation or other
constituent document, shall be as nearly equivalent as may be practicable to the
adjustments  provided for herein.  The above provisions shall similarly apply to
successive reclassifications, consolidations, mergers, sales, transfers or share
exchanges.


<PAGE>




                  (f) Reservation of Shares; Transfer Taxes; Etc. Borrower shall
at all times  reserve and keep  available,  out of its  authorized  and unissued
stock,  solely for the purpose of effecting the  conversion  of this Note,  such
number of shares of its Common  Stock and other  securities  free of  preemptive
rights as shall from time to time be sufficient to effect the conversion of this
Note. Borrower shall from time to time, in accordance with the laws of the State
of Utah, increase the authorized number of shares of Common Stock if at any time
the number of shares of Common Stock not outstanding  shall not be sufficient to
permit  the  conversion  of this Note.  Borrower  shall pay any and all issue or
other taxes that may be payable in respect of any issue or delivery of shares of
Common Stock or other securities upon conversion of this Note by Holder.

     2.  Defined  Terms.  As used in this  Note,  the  following  terms have the
respective meanings set forth below:

          (a) "Common Stock" shall mean the common stock of Borrower and
any capital  stock into which such common  stock shall have been changed and any
other  stock  resulting  from any  reclassification  of such stock  which is not
preferred as to dividends or assets over any other class of stock which shall be
in effect from time to time.

          (b) "Conversion  Price" shall mean,  subject to adjustment as provided
     in Section 1(c) hereof, $3.08.

         3.       Prepayments.  Borrower shall have the right to prepay the
principal and any interest  outstanding under  this  Note in full or in part at
any time and from  time to time.  Any  prepayment  shall be  applied  first
against any accrued interest and then against principal.

         4.       Default Remedies.

                  (a)  Borrower  shall be in  default  under  this Note upon the
         happening of any condition or event set forth below (each, an "Event of
         Default"):

                    (iv) Borrower  shall fail to pay the  principal and interest
                         due on this Note on the date which the same becomes due
                         and  payable in  accordance  with the terms  hereof and
                         Borrower  fails to make such payment within twenty (20)
                         days of the date which Borrower receives written notice
                         from the  Holder  that any  such  payment  has not been
                         received by Holder;

                    (v)  default by Borrower in the punctual  performance of any
                         other obligation, covenant, term or provision contained
                         in  this  Note,   and  such  default   shall   continue
                         unremedied  for a  period  of ten  (10)  days  or  more
                         following  written  notice  of  default  by  Holder  to
                         Borrower;

                    (vi) The commencement of any proceeding under any bankruptcy
                         or insolvency laws by or against Borrower which results
                         in the  entry  of an order  for  relief  which  remains
                         undismissed,  undischarged  or unbonded for a period of
                         60 days or more.

                  (b) The entire unpaid  principal  balance of this Note and all
         accrued  interest  thereon shall  immediately be due and payable at the
         option of the holder  hereof upon the  occurrence of any one or more of
         the Events of Default and at any time thereafter.

         5. Cumulative  Rights.  No delay on the part of the holder of this Note
in the  exercise  of any  power or right  under  this  Note or under  any  other
instrument executed pursuant hereto shall operate as a waiver thereof, nor shall
a single or partial  exercise  of any power or right  preclude  other or further
exercise thereof or the exercise of any other power or right.


<PAGE>




         6. Waiver.  Borrower  waives demand,  presentment,  protest,  notice of
dishonor,  notice of nonpayment,  notice of intention to accelerate or notice of
acceleration  (other  than  notices of default  required  pursuant  to  Sections
4(a)(i) and (ii)),  notice of protest and any and all lack of diligence or delay
in  collection  or the filing of suit hereon  which may occur,  and agree to all
extensions and partial payments, before or after maturity,  without prejudice to
the holder hereof.

         7.  Attorneys' Fees and Costs. In the event that this Note is collected
in  whole or in part  through  suit,  arbitration,  mediation,  or  other  legal
proceeding of any nature,  then and in any such case there shall be added to the
unpaid  principal amount hereof all reasonable costs and expenses of collection,
including, without limitation, reasonable attorney's fees.

         8.  Governing  Law.  This Note shall be  governed by and  construed  in
accordance  with the internal laws of the State of Texas,  without giving effect
to  conflicts  of law  provision  or rule  (whether of the State of Texas or any
other  jurisdiction)  that would  result in the  application  of the laws of any
jurisdiction other than the State of Texas.

         9.       Headings.  The  headings  of the  sections of this Note are
inserted  for  convenience  only and shall not be deemed to constitute a part
hereof.

         10. Usury. All agreements between Borrower and the holder of this Note,
whether now  existing or  hereafter  arising  and whether  written or oral,  are
expressly  limited so that in no  contingency  or event  whatsoever,  whether by
acceleration  of the maturity of this Note or otherwise,  shall the amount paid,
or agreed to be paid, to the holder hereof for the use, forbearance or detention
of the money to be loaned  hereunder  or  otherwise,  exceed the maximum  amount
permissible  under  applicable  law.  If  from  any   circumstances   whatsoever
fulfillment of any provision of this Note or of any other  document  evidencing,
securing  or  pertaining  to the  indebtedness  evidenced  hereby,  at the  time
performance of such provision shall be due, shall involve exceeding the limit of
validity  prescribed  by law,  then ipso facto,  the  obligation to be fulfilled
shall  be  reduced  to the  limit  of  such  validity,  and  if  from  any  such
circumstances  the holder of this Note shall ever  receive  anything of value as
interest  or deemed  interest  by  applicable  law under  this Note or any other
document evidencing, securing or pertaining to the indebtedness evidenced hereby
or otherwise an amount that would  exceed the highest  lawful rate,  such amount
that  would be  excessive  interest  shall be applied  to the  reduction  of the
principal  amount owing under this Note or on account of any other  indebtedness
of Borrower to the holder hereof  relating to this Note,  and not to the payment
of  interest,  or if such  excessive  interest  exceeds  the  unpaid  balance of
principal  of this  Note and  such  other  indebtedness,  such  excess  shall be
refunded to Borrower. In determining whether or not the interest paid or payable
with respect to any  indebtedness  of Borrower to the holder  hereof,  under any
specific  contingency,  exceeds the highest lawful rate, Borrower and the holder
hereof  shall,   to  the  maximum  extent   permitted  by  applicable  law,  (a)
characterize any nonprincipal  payment as an expense, fee or premium rather than
as  interest,  (b)  amortize,  prorate,  allocate and spread the total amount of
interest  throughout the full term of such  indebtedness so that the actual rate
of  interest  on account of such  indebtedness  is uniform  throughout  the term
thereof, and/or (c) allocate interest between portions of such indebtedness,  to
the end that no such  portion  shall bear  interest at a rate  greater than that
permitted by law. The terms and provisions of this  paragraph  shall control and
supersede every other conflicting  provision of all agreements  between Borrower
and the holder hereof.

         11.      Successors and Assigns.  This Note may not be sold,
transferred or otherwise  assigned by Holder without the prior written  consent
of Borrower.  Borrower's  obligations  under this Note may not be transferred or
otherwise assigned by Borrower without the prior written consent of Holder.

         12.  Severability.  In the  event  any one or  more  of the  provisions
contained  in this Note shall for any reason be held to be  invalid,  illegal or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall not affect any other provision hereof, and this Note shall be construed as
if such invalid,  illegal or  unenforceable  provision had never been  contained
herein.

         13.  Notices.  All  notices  of  communication  required  or  permitted
hereunder  shall be in writing  and may be given by (a)  depositing  the same in
United States mail,  addressed to the party to be notified,  postage prepaid and
registered or certified with return receipt request,  (b) delivering the same in
person or by  overnight  express  to an  officer  or agent of such party or, (c)
telecopying the same with electronic confirmation of receipt:


<PAGE>





                           (i)      If to Borrower, addressed thereto at:

                                    Implantable Vision, Inc.
                                    Attn.: President
                                    -----------------------
                                    -----------------------
                                    -----------------------
                                    Telecopier: ______________; and

                           (ii)     If to Holder, addressed thereto at:

                                    American Petroleum Corporation
                                    Attn.: President
                                    -----------------------
                                    -----------------------
                                    -----------------------
                                    Attention: _______________
                                    Telecopier: ______________; and

or to such other address or counsel as any party hereto shall  specify  pursuant
to this Section 13 from time to time.  Any notice that is delivered  personally,
or sent by telecopy or overnight  express in the manner provided herein shall be
deemed to have been duly given to the party to whom it is  directed  upon actual
receipt by such party.  Any notice which is  addressed  and mailed in the manner
herein provided shall be  conclusively  presumed to have been given to the party
to whom it is addressed at the close of business,  local time of the  recipient,
on the third day after the day it is so placed in the mail.

         IN WITNESS  WHEREOF,  the undersigned have executed this Note on and as
of the date first above written.

                                    BORROWER:

                                    Implantable Vision, Inc.,
                                    a Utah corporation


                                    By:___________________
                                    Name:_________________
                                    Title:________________


                                    HOLDER:

                                    American Petroleum Corporation,
                                    a Texas corporation,


                                    By:__________________
                                    Name:________________
                                    Title:_______________




<PAGE>








                            IMPLANTABLE VISION, INC.



                    Portfolio Leasehold Acquisition Agreement

                                  July 10, 2008


                               Disclosure Schedule




         All information  disclosed in this Disclosure Schedule as exceptions to
any  representation or warranty or in connection with any particular  section of
the Portfolio Leasehold Acquisition Agreement, dated July 10, 2008, by and among
Implantable  Vision, Inc. (the "Company"),  Lariat Energy  Corporation,  Pilgrim
Petroleum   Corporation  and  American  Petroleum   Corporation  to  which  this
Disclosure Schedule is attached shall be deemed to be disclosed in every section
hereof, or in connection with any section hereof, if relevant thereto.


                                   Section 2.1

                         Organization and Qualification


         The Company has been  advised that its  registration  with the State of
Utah has expired, and that it is no longer in good standing in such State.


<PAGE>




                                   Section 2.4

                              Financial Statements


         The Company  plans to file an Amendment  No. 1 to its Annual  Report on
Form  10-KSB for the fiscal  year  ended  July 31,  2007 to amend the  financial
statements  included  therein to reflect the  removal of amounts  (approximately
$90,909) that were erroneously recorded as accumulated  depreciation relating to
the  amortization of the phakic  refractive lens that the Company  acquired from
CIBA Vision AG in June 2006. The  amortization of this asset is also erroneously
reflected in the Company's  Quarterly  Reports for the periods ended January 31,
2008 ($120,321), October 31, 2007 ($105,615) and April 30, 2007 ($14,706).