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                                                                  EXHIBIT 10.5.1


                                LICENSE AGREEMENT

                                 BY AND BETWEEN

                                 CIBA VISION AG

                                       AND

                                  PRESBY CORP.

                               DATED MARCH 6, 2002

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                                TABLE OF CONTENTS

<Table>
<S>                                                                                                     <C>
1.       Definitions.....................................................................................1
2.       Grant...........................................................................................3
         2.1   Exclusive License.........................................................................3
         2.2   Territory Expansion.......................................................................4
         2.3   Manufacturing.............................................................................4
         2.4   Trademarks................................................................................4
         2.5   Exclusive Marketing Rights................................................................5
         2.6   Conduct of CIBA...........................................................................5
3.       Compensation....................................................................................6
         3.1   Prepaid Royalties.........................................................................6
         3.2   Milestone Payments........................................................................6
         3.3   Royalties.................................................................................6
         3.4   Minimum Royalties and Loss of Exclusivity.................................................8
         3.5   Equity Investments........................................................................9
            (a)  Initial Equity Investment...............................................................9
            (b)  Stage II Equity Investment.............................................................10
            (c)  Conditions Precedent...................................................................10
         3.6   Taxes....................................................................................11
4.       Product Development and Registration...........................................................11
         4.1   Joint Technical Committee................................................................11
         4.2   US Product Registration..................................................................12
         4.3   Post-FDA Approval Registration; Non-US Product Registrations.............................13
         4.4   Registrant Designation...................................................................13
         4.5   Notice and Participation.................................................................13
5.       Representations and Warranties.................................................................14
         5.1   By Presby................................................................................14
         5.2   By CIBA..................................................................................15
6.       Covenants and Indemnification..................................................................16
         6.1   Certain Actions..........................................................................16
         6.2   Indemnification..........................................................................16
7.       Maintenance, Prosecution and Ownership of Patent Rights........................................18
         7.1   Maintenance and Prosecution..............................................................18
         7.2   Ownership................................................................................18
8.       Assertion or Defense of Patent Rights..........................................................19
         8.1   Patent Litigation Committee..............................................................19
         8.2   Notification of Claims...................................................................19
         8.3   Assertion of Claims Against Third Parties................................................19
         8.4   Defense Against Claims by Third Parties..................................................20
         8.5   Settlement Approval......................................................................21
9.       Negotiation Right..............................................................................21
10.      Term and Termination...........................................................................22
</Table>

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<Table>
<S>                                                                                                     <C>
         10.1  Term.....................................................................................22
         10.2  Termination..............................................................................22
         10.3  Waiver; Board Resignation................................................................22
         10.4  No Release...............................................................................22
         10.5  Product Registrations upon Termination...................................................22
         10.6  Termination by Presby in the Event of Non-Exclusivity....................................22
         10.7  Survival of Indemnification..............................................................23
11.      Confidentiality................................................................................23
12.      Limitation of Liability........................................................................23
13.      Miscellaneous Provisions.......................................................................24
SCHEDULE A:  Patent Rights................................................................................
SCHEDULE B:  Products and Royalty Rates...................................................................
SCHEDULE C:  Trademarks...................................................................................
SCHEDULE D:  Series C Certificate of Designation..........................................................
SCHEDULE E:  Presby Agreements............................................................................
SCHEDULE F:  Known Infringements of Patent Rights.........................................................
SCHEDULE G:  Secrecy Agreement............................................................................
</Table>

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                                LICENSE AGREEMENT

     THIS LICENSE AGREEMENT, having an effective date of March 6, 2002, (the
"Effective Date") is made by and between PRESBY Corp., a Delaware corporation,
formerly known as RAS Holding Corp., with offices located at 5910 North Central
Expressway, Suite 1770, Dallas, Texas 75206 ("PRESBY") and CIBA VISION AG, a
Swiss corporation having its principal place of business at Hardhofstrasse 15,
CH-8424, Embrach, Switzerland("CIBA").

     WHEREAS, PRESBY possesses patent rights and other intellectual property
relating to certain ophthalmic medical devices used in the treatment of
presbyopia, hyperopia, ocular hypertension and glaucoma; and,

     WHEREAS, CIBA desires to acquire a license to utilize such patent rights
and other intellectual property rights in connection with the manufacture,
marketing and sale of such medical devices and PRESBY has agreed to grant such a
license under the terms and conditions set forth in this Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants and obligations
set forth below, the receipt and sufficiency of which are hereby acknowledged
and confessed, the parties agree as follows:

1.   DEFINITIONS

     The following terms used in this Agreement shall have the meanings set
     forth in this Section:

     1.1.   "AFFILIATE" shall mean an entity in control of, controlled by, or
            under common control with a party to this Agreement. For purposes of
            this definition, "control" shall mean the direct or indirect
            ownership of a majority of the voting shares or other securities
            entitled to vote for the election of directors or other governing
            authority.

     1.2.   "DATE OF FIRST SALE" shall mean the date on which CIBA, an Affiliate
            of CIBA or a sublicensee of CIBA bills a third party for the first
            unit of the first Product sold pursuant to a commercial sale.

     1.3.   "EXECUTIVE OFFICERS" shall mean the Chief Executive Officer of
            PRESBY and the Head, Refractive Surgical Business Unit of CIBA (or
            their respective executive officer level designees).

     1.4.   "FDA" shall mean the US Food and Drug Administration.

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     1.5.   "INITIAL EQUITY INVESTMENT" shall mean CIBA's purchase of Presby
            Preferred Stock under the terms and conditions set forth in Section
            3.5(a) and such additional terms and conditions as shall be mutually
            agreed upon by the parties and set forth in such additional
            transaction documents as are reasonable and customary for such an
            equity investment.

     1.6.   "KNOW-HOW" shall mean all technology, formulae, trade secrets,
            technical data, clinical data, toxicological data, manufacturing
            processes and any other information or experience, possessed by
            PRESBY or any Affiliate of PRESBY, in tangible or intangible form,
            relating to, or useful in connection with, the manufacture of
            Products.

     1.7.   "NET SALES" shall mean the gross amounts billed by CIBA, its
            Affiliates and approved sublicensees to third parties for the sale
            or other disposition of Products less (i) returns, (ii) the cost of
            samples distributed, and (iii) discounts, credits or allowances
            actually granted in the ordinary course of business and consistent
            with CIBA's general practices. All non-US sales shall be converted
            into US Dollars using the exchange rate quoted in the Wall Street
            Journal as of the last day of the calendar quarter for which the
            calculation of Net Sales is made.

     1.8.   "PATENT RIGHTS" shall mean rights in the patent applications and
            patents listed in the attached SCHEDULE A, any claim of which would
            read on the Products, their importation, exportation, manufacture,
            use, or sale, including such additional patent applications as may
            be filed from time to time during the term of this Agreement whether
            filed originally as a related patent application or filed as
            continuations, continuations-in-part, divisions, re-examinations,
            reissues or extensions of any of the above-described patents and
            patent applications. SCHEDULE A may be amended from time to time by
            the agreement of the parties.

     1.9.   "PRESBY PREFERRED STOCK" shall mean Series A convertible preferred
            stock to be issued by PRESBY having rights and preferences to be
            agreed upon by the parties; provided that in no event shall any such
            rights and preferences for the Presby Preferred Stock be subordinate
            or junior to any rights for any prior or subsequent class of stock.

     1.10.  "PRODUCTS" shall mean ophthalmic medical devices used in the
            treatment of presbyopia, hyperopia, ocular hypertension and
            glaucoma, the manufacture, use or sale of which, would, but for this
            Agreement, constitute or would result in an infringement of the
            Patent Rights in any country including, but not limited to, the
            products set forth in the attached SCHEDULE B and any enhancements
            or improvements thereto.

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     1.11.  "PRODUCT REGISTRATIONS" shall mean such registrations, approvals,
            licenses or other governmental authorizations required by any
            Regulatory Authority in order to manufacture, market or sell
            Products.

     1.12.  "REGULATORY AUTHORITY" shall mean the FDA or any other governmental
            agency in a country or region with jurisdiction over the Products,
            including their manufacture.

     1.13.  "ROYALTY PERIOD" for a particular country shall mean the period
            commencing upon the Effective Date and extending until the later of
            (i) the expiry or invalidation of the Patent Rights in such country
            or (ii) twenty (20) years from the Effective Date.

     1.14.  "STAGE II" shall mean receipt in writing by PRESBY of approval from
            the FDA to begin clinical trials for the treatment of presbyopia
            which permits expansion of the clinical study beyond 128 human eyes.

     1.15.  "STAGE II EQUITY INVESTMENT" shall mean CIBA's purchase of Presby
            Preferred Stock under the terms and conditions set forth in Section
            3.5(b) and such additional terms and conditions as shall be mutually
            agreed upon by the parties and set forth in such additional
            transaction documents as are reasonable and customary for such an
            equity investment.

     1.16.  "TERRITORY" shall mean the entire world, excluding the United
            States, provided that the Territory shall be expanded to include the
            United States under the terms and conditions set forth in Section
            2.2.

     1.17.  "THIRD PARTY EQUITY INVESTMENT" shall mean the closing of the sale
            or a series of sales by PRESBY of equity securities, with the
            aggregate gross proceeds to Presby equal to at least Ten Million
            Dollars ($10,000,000), excluding any funds received by PRESBY from
            CIBA or any Affiliate of PRESBY.

     1.18.  "TRADEMARKS" shall mean the trademarks set forth in the attached
            SCHEDULE C.

     1.19.  "TRANSITION SUPPLY AGREEMENT" shall mean an agreement, in a form to
            be agreed upon by the parties, pursuant to which PRESBY shall
            provide for the manufacture and supply of Products to CIBA on a
            transitional basis.

     1.20.  "YEAR" shall mean four successive calendar quarters.

2.   GRANT

     2.1.   EXCLUSIVE LICENSE. Subject to all the terms and limitations of this
            Agreement, PRESBY hereby grants to CIBA an exclusive license under
            the Patent Rights, Know How and Trademarks, to make, have made, use,
            and sell Products in the

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            Territory. The rights granted to CIBA hereunder shall include the
            right to sublicense; provided that (a) each sublicensee must agree
            in writing to be bound by the terms and conditions of this Agreement
            in the same capacity as CIBA and (b) each sublicensee has been
            approved in writing by PRESBY, which approval shall not be
            unreasonably withheld by PRESBY. PRESBY shall provide CIBA with all
            Know-How covered by this license and any other information which
            PRESBY, or any Affiliate of PRESBY, possesses and which may be
            necessary or useful to assist CIBA to develop, manufacture and
            improve Products, including any improvements to such Know-How
            developed by PRESBY or any PRESBY Affiliate following the execution
            of this Agreement.

     2.2.   TERRITORY EXPANSION. Provided that CIBA has made all royalty
            payments (including minimum royalty payments, if applicable)
            required to maintain its exclusive license, the parties agree that
            the Territory shall be expanded as follows:

            (i)  Upon closing of the Initial Equity Investment, the grant of
                 rights to CIBA under this Agreement shall be automatically
                 expanded to include the right to make, have made, use, and sell
                 Products in the United States for the treatment of ocular
                 hypertension and/or glaucoma;

            (ii) Upon closing of the Stage II Equity Investment, the grant of
                 rights to CIBA under this Agreement shall be automatically
                 expanded to include the right to make, have made, use, and sell
                 Products in the United States for the treatment of presbyopia
                 and/or hyperopia.

     2.3.   MANUFACTURING. During the term of the Transition Supply Agreement,
            PRESBY shall supply Products to CIBA in accordance with the terms
            set forth therein. Upon the expiration or termination of the
            Transition Supply Agreement, CIBA shall be solely responsible for
            and use reasonable commercial efforts to manufacture Products
            sufficient to meet its marketing obligations herein, provided that
            CIBA shall have the right to subcontract some or all of the
            manufacturing process and, upon CIBA's request, PRESBY shall provide
            CIBA, and any subcontractor of CIBA, with such assistance as may be
            reasonably requested by CIBA from time to time to facilitate the
            transfer of manufacturing operations without additional charge. CIBA
            shall provide PRESBY with Product samples in such quantities as may
            be reasonably requested by PRESBY from time to time.

     2.4.   TRADEMARKS. CIBA shall have the sole right and responsibility for
            the selection, registration and maintenance of any and all brand
            names and trademarks to be utilized by CIBA in connection with the
            sale of Product, provided that the labeling for Products shall
            include a reference to PRESBY, the form of which the parties shall
            mutually agree. CIBA shall only use the Trademarks in connection

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            with the advertising, promotion and distribution of the Products in
            the Territory and in accordance with Presby's written standards,
            specifications and instructions provided to CIBA no later than the
            expiration or termination of the Transition Supply Agreement and
            from time to time thereafter. CIBA will have no rights in the
            Trademarks other than this limited right to use and all of CIBA's
            use of the Trademarks will inure to the benefit of PRESBY. To the
            extent CIBA uses any of the Trademarks, CIBA will (i) mark the
            Products and related materials to which any such Trademarks are
            affixed to properly designate the source of the goods, and (ii)
            provide PRESBY, upon PRESBY's request, with samples of marked
            Products and related materials prepared by CIBA bearing any such
            Trademarks. CIBA agrees that upon termination or expiration of this
            Agreement for any reason, it will cease all use of the Trademarks.

     2.5.   EXCLUSIVE MARKETING RIGHTS. CIBA shall have the sole and exclusive
            right and responsibility for all marketing activities relating to
            the Products in the Territory, including, but not limited to,
            development and distribution of all sales and promotional materials,
            physician training, pricing and positioning strategies, post-market
            clinical studies, development of technical presentations, selection,
            retention and compensation of speakers, development and publication
            of scientific abstracts and articles, customer service, technical
            assistance, repair and replacement of Products, and all other usual
            and customary activities associated with the promotion and sale of
            surgical medical devices and all customer service associated
            therewith. Presby shall provide such reasonable support and
            assistance as may be requested from time to time by CIBA, provided
            that PRESBY shall not independently engage in any of the activities
            set forth above without CIBA's prior written consent. CIBA shall
            provide PRESBY with periodic marketing updates, at such times and in
            such form as shall be mutually agreed upon by the parties, and shall
            provide PRESBY with copies of product literature, promotional
            materials and other Product related information and materials as may
            be reasonably requested by PRESBY from time to time.

     2.6.   CONDUCT OF CIBA. In marketing the Products hereunder, CIBA will use
            reasonable commercial efforts to: (a) avoid deceptive, misleading or
            unethical practices that are detrimental to Presby or the Products;
            (b) not make any false representations, warranties or guarantees to
            third parties regarding the Products that are imputable to Presby;
            (c) not make false remarks imputable to PRESBY about competitive
            products which are inaccurate, misleading or otherwise disparaging;
            and (d) in all matters relating to this Agreement, act as an
            independent contractor and not represent to any party that CIBA has
            any authority to assume or create any obligation, express or
            implied, on behalf of PRESBY.

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3.   COMPENSATION

     3.1.   PREPAID ROYALTIES. Upon execution of this Agreement by both parties,
            CIBA shall pay PRESBY Two Million Dollars ($2,000,000) as prepaid
            royalties. The prepaid royalties shall be credited against royalties
            otherwise payable under Section 3.3, or 3.4, as applicable,
            beginning in Year 2, as defined in SCHEDULE B, and continuing until
            the credit has been fully utilized, provided that the amount to be
            applied as a credit against royalties due in any one calendar
            quarter shall not exceed One Hundred Twenty Five Thousand Dollars
            ($125,000). The foregoing prepaid royalty shall be deemed fully
            earned upon the expiration or termination of this Agreement for any
            reason other than as a result of termination by CIBA pursuant to
            Section 10.2.

     3.2.   MILESTONE PAYMENTS. In addition to the royalty payments set forth
            herein, CIBA shall pay PRESBY the amounts set forth below upon the
            achievement of the following milestones, which amounts shall be
            fully earned by PRESBY upon achievement of such milestones:

            (a)  Two Million Dollars ($2,000,000) within thirty (30) days
                 following CIBA's receipt of an approval letter from the FDA for
                 Products which includes an indication for the treatment of
                 glaucoma or ocular hypertension.

            (b)  Two Million Dollars ($2,000,000) within thirty (30) days
                 following CIBA's receipt of an approval letter from the FDA for
                 Products which includes an indication for the treatment of
                 presbyopia.

     3.3.   ROYALTIES. During the Royalty Period, CIBA shall pay PRESBY
            royalties in an amount equal to the percentage of Net Sales of the
            Products set forth as the royalty rate for such Product in SCHEDULE
            B.

            (a)  CIBA shall calculate royalty payments due to PRESBY on a
                 quarterly basis and shall pay such royalties in US Dollars
                 within sixty (60) days following the last day of each calendar
                 quarter.

            (b)  CIBA shall submit a statement, certified as true and correct by
                 an Executive Officer of CIBA, with each quarterly royalty
                 payment setting forth on a country by country basis in
                 reasonable detail (i) gross unit and dollar sales by Product,
                 (ii) detailed deductions utilized in calculating Net Sales,
                 (iii) Net Sales, (iv) total royalties due for the applicable
                 payment period.

            (c)  CIBA shall maintain full and accurate books and records
                 prepared in accordance with international accounting standards
                 reflecting the consolidated data in a reasonable level of
                 detail utilized to calculate the royalties payable pursuant to
                 this Agreement for no less than three (3) years after the end
                 of each payment period. PRESBY shall have the right, at

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                 PRESBY's expense (except as otherwise provided below), to have
                 CIBA's supporting books and records examined during regular
                 business hours upon reasonable advance notice by Presby or a
                 nationally recognized independent certified public accounting
                 firm designated by PRESBY and reasonably acceptable to CIBA.
                 The right of examination granted to PRESBY hereunder must be
                 exercised, with respect to any payment period, prior to the
                 expiration of the applicable three (3) year record retention
                 period, and shall not be exercised more frequently than once
                 each calendar year. Each person participating in an examination
                 shall agree not to disclose any information obtained during
                 such examination which does not directly relate to the
                 calculation of royalties under this Agreement. If as a result
                 of any such examination it is determined that CIBA paid less
                 than the full amount of any royalty required to be paid to
                 PRESBY hereunder, CIBA shall immediately pay PRESBY the amount
                 of such underpayment, plus interest at the rate equal to the
                 higher of 1.5% per month or the maximum legal interest rate,
                 from the date such amount should have been paid through the
                 date of payment; provided further that if it is determined that
                 CIBA paid less than 95% of the full amount due, (i) CIBA shall
                 also reimburse PRESBY for all reasonable fees and expenses
                 incurred in connection with such examination and (ii) PRESBY's
                 right of examination may be exercised more frequently than once
                 each calendar year thereafter.

            (d)  Intracompany sales of Product between or among CIBA and its
                 Affiliates or approved sublicensees shall not be subject to any
                 royalty hereunder, provided that CIBA shall pay royalties on
                 sales by such Affiliates and approved sublicensees to third
                 parties. Royalties shall accrue only once with respect to the
                 same unit of Product.

            (e)  The royalty rates set forth in SCHEDULE B shall apply to all
                 sales of Products in the Territory. In the event that the
                 Patent Rights expire or are invalidated in any country during
                 the Royalty Period, CIBA shall pay PRESBY a Know How royalty of
                 three percent (3%) of Net Sales in such country for the
                 remainder of the Royalty Period. Following the expiration of
                 the Royalty Period in any country, the license granted
                 hereunder shall become fully paid up and royalty free with
                 respect to all future sales of Products in such country.

            (f)  In the event that CIBA sells any new Products in the Territory
                 which are covered by the scope of this license but which are
                 not identified in SCHEDULE B, the parties shall amend SCHEDULE
                 B to include such new Products, provided that the royalty rates
                 for such new Products shall be reasonably consistent with the
                 rates for the Products currently listed on SCHEDULE B.

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            (g)  The parties shall establish by mutual agreement a reasonable
                 methodology for identifying the Net Sales of Products which are
                 sold by CIBA as part of a kit, bundle or similar arrangement
                 which includes products which are not within the scope of the
                 license granted hereunder. Once agreed upon, CIBA shall
                 consistently apply such methodology in its calculation of
                 royalties and appropriately reflect such items as mutually
                 agreed by the parties in the statements to be provided by CIBA
                 pursuant to Section 3.3(b).

     3.4.   MINIMUM ROYALTIES AND LOSS OF EXCLUSIVITY.

            (a)  In the event that the royalties paid by CIBA in accordance with
                 Section 3.3 above do not equal or exceed the minimum royalties
                 set forth for any Year identified in the attached SCHEDULE B,
                 PRESBY shall have the right, upon forty five (45) days prior
                 written notice, to convert the exclusive license granted
                 hereunder to a non-exclusive license, provided that CIBA shall
                 have the right to retain the exclusive rights granted hereunder
                 by timely payment of the difference between the actual
                 royalties paid for such Year and the applicable minimum royalty
                 amount determined as set forth in SCHEDULE B.

            (b)  In the event that CIBA's rights become non-exclusive pursuant
                 to Section 3.4(a):

                 (i)     PRESBY shall have the right, but not the obligation, to
                         terminate this Agreement subject to the terms set forth
                         in Section 10.6;

                 (ii)    CIBA's rights under Sections 2.3 and 2.5 shall become
                         non-exclusive;

                 (iii)   CIBA shall be released from any further obligation to
                         pay minimum royalties under Section 3.4(a);

                 (iv)    The Joint Technical Committee, as defined in Section
                         4.1, shall be discontinued and Section 4, other than
                         Section 4.5, shall have no force and effect;

                 (v)     The Patent Litigation Committee, as defined in Section
                         8.1, shall be discontinued and Sections 7.1 and 8 shall
                         have no force and effect; and

                 (vi)    CIBA's rights under Section 9 shall be waived.

            (c)  CIBA's obligation to pay minimum royalties shall be waived in
                 the event that PRESBY fails to cure any material breach of this
                 Agreement within thirty days following CIBA's delivery to
                 PRESBY of written notice of such breach. In the event that (i)
                 any of the independent claims contained in the Patent Rights
                 are invalidated or held unenforceable by a court of competent
                 jurisdiction or patent office ("Invalidation"), (ii) as a
                 proximate result of

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                 such Invalidation, a third party is allowed to sell an
                 ophthalmic device for the treatment of presbyopia, hyperopia,
                 ocular hypertension or glaucoma which would have otherwise
                 infringed the Patent Rights in the country or countries in
                 which such Invalidation occurred ("Affected Countries"), and
                 (iii) the percentage of CIBA's aggregate world wide sales of
                 Products in the 12 months prior to the Invalidation ("Prior
                 Sales") derived from the Affected Countries equals at least ten
                 percent (10%), then, the minimum royalties identified in
                 SCHEDULE B shall be reduced by a percentage equal to the
                 percentage of worldwide Prior Sales derived from the Affected
                 Countries; provided that in the event that the United States is
                 an Affected Country, the FDA Approval Incentive set forth in
                 SCHEDULE B shall no longer be included as part of the minimum
                 royalties.

            (d)  CIBA shall continue to exercise reasonable business efforts to
                 market and sell the Products following expiration of the
                 minimum royalty period.

     3.5.   EQUITY INVESTMENTS. As additional consideration for the rights
            granted to CIBA under this Agreement, CIBA agrees to purchase shares
            of Presby Preferred Stock under the following terms and conditions:

            (a)  INITIAL EQUITY INVESTMENT. The purchase price for the Initial
                 Equity Investment shall be Two Million Five Hundred Thousand
                 Dollars ($2,500,000). In exchange for such payment, CIBA shall
                 receive Presby Preferred Stock representing no less than a
                 Three and one-half percent (3.5%) and no more than a five
                 percent (5%) post money ownership interest in PRESBY on an as
                 converted fully diluted basis, as shall be mutually agreed upon
                 by the parties.

                 (i)     Except as provided in subparagraph (ii) below, the
                         closing of the Initial Equity Investment shall be
                         contingent upon, and close contemporaneously with,
                         PRESBY's closing of the Third Party Equity Investment.

                 (ii)    In the event PRESBY fails to close the Third Party
                         Equity Investment within 180 days following the
                         Effective Date, CIBA shall be released from any
                         obligation, but shall retain all rights, to close the
                         Initial Equity Investment until 60 days after the
                         earlier of (A) the date PRESBY closes a Third Party
                         Equity Investment thereafter, or (B) three (3) years
                         following the Effective Date.

                 (iii)   If the Third Party Equity Investment has closed and
                         includes Presby Preferred Stock, then the Presby
                         Preferred Stock issued in the Initial Equity Investment
                         shall have substantially the same terms and conditions
                         applicable to the Third Party Equity Investment. If the
                         Third Party Investment has not closed or does

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                         not include Presby Preferred Stock, then the Presby
                         Preferred Stock issued in the Initial Equity Investment
                         shall have such terms and conditions as shall be
                         mutually agreed upon by the parties.

            (b)  STAGE II EQUITY INVESTMENT. The purchase price for the Stage II
                 Equity Investment shall be Two Million Five Hundred Thousand
                 Dollars ($2,500,000). In exchange for such payment, CIBA shall
                 receive Presby Preferred Stock.

                 (i)     Except as provided in subparagraph (ii) below, the
                         closing of the Stage II Equity Investment shall be
                         contingent upon and close within 60 days following the
                         enrollment of the first patient in PRESBY's Stage II
                         clinical trial.

                 (ii)    In the event PRESBY fails to enroll the first patient
                         in PRESBY's Stage II clinical trial within one (1) year
                         following the Effective Date, CIBA shall be released
                         from the obligation, but shall retain all rights, to
                         close the Stage II Equity Investment until 60 days
                         after the earlier of (A) the date PRESBY enrolls the
                         first patient in PRESBY's Stage II clinical trial, or
                         (B) three (3) years following the Effective Date.

                 (iii)   If the Initial Equity Investment has closed, the Presby
                         Preferred Stock issued in the Stage II Equity
                         Investment shall represent the same number of shares of
                         equity securities (subject to proportionate adjustment
                         to reflect any stock split, consolidation,
                         reclassification, share exchange or other reorganiation
                         following the closing of the Initial Equity Investment)
                         and have substantially the same terms and conditions
                         applicable to the Initial Equity Investment as
                         determined under Section 3.5(a)(iii). If the Initial
                         Equity Investment has not closed, then the Presby
                         Preferred Stock issued in the Stage II Investment shall
                         have such terms and conditions as shall be mutually
                         agreed upon by the parties.

            (c)  CONDITIONS PRECEDENT. Notwithstanding any provision of this
                 Agreement to the contrary, CIBA's obligation to close either
                 the Initial Equity Investment or the Stage II Equity Investment
                 shall be contingent upon and subject to the following
                 conditions precedent, which must be satisfied at or prior to
                 closing:

                 (i)     PRESBY shall have a single class of common stock and a
                         single class of preferred stock, which shall be the
                         Presby Preferred Stock, and no other shares of PRESBY
                         stock shall be issued and outstanding other than the
                         Series C Convertible Preferred Stock, as more fully
                         described in the Certificate of Designation, Rights and
                         Preferences

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                         of Series C Convertible Preferred Stock of RAS Holding
                         Corp., attached hereto as SCHEDULE D.

                 (ii)    PRESBY shall not be a party to any agreement which
                         provides for the direct or indirect payment by PRESBY
                         to any shareholder, immediate family member or entity
                         controlled by any such shareholder of PRESBY, except
                         under (A) this Agreement, (B) any certificate of
                         designation for the Presby Preferred Stock or (C) the
                         agreements attached hereto as SCHEDULE E.

                 (iii)   PRESBY's stockholders shall have caused its amended and
                         restated Certificate of Incorporation and stockholders
                         agreement to be amended such that the Board of
                         Directors of PRESBY shall consist of no more than seven
                         (7) directors, with at least one (1) director to be
                         designated by CIBA, until the date on which (A) PRESBY
                         closes an initial public offering of securities; (B)
                         CIBA no longer holds at least ninety percent (90%) of
                         the equity securities of PRESBY acquired pursuant to
                         this Agreement; or (C) this Agreement is terminated as
                         a result of an uncured material breach by CIBA.

                 In the event that the foregoing conditions precedent are not
                 satisfied as of the time of any closing requested by CIBA
                 following no less than sixty (60) days prior written notice,
                 CIBA's obligation to purchase the Presby Preferred Stock shall
                 be waived and, provided that CIBA has made all royalty payments
                 (including minimum royalty payments, if applicable) required to
                 maintain its exclusive license and is not otherwise in default
                 hereunder, the Territory shall be immediately expanded to
                 include the United States and PRESBY shall assign all FDA
                 filings to CIBA effective as of the date of the closing
                 requested by CIBA.

     3.6    TAXES. All payments to be made pursuant to this Agreement to Presby
            will be paid to Presby in United States Dollars in a country
            designated by PRESBY and represent net amounts that Presby is
            entitled to receive, and shall not be subject to withholding or
            deduction for any reason whatsoever. In the event that such payments
            become the subject of duties, taxes or charges of whatever kind or
            nature levied by any country other than the designated country, such
            payments will be increased to such an extent as to allow Presby to
            receive the net amounts due under this Agreement.

4.   PRODUCT DEVELOPMENT AND REGISTRATION

     4.1    JOINT TECHNICAL COMMITTEE. The parties shall establish a Joint
            Technical Committee ("JTC"). So long as CIBA holds an exclusive
            license under this Agreement, the JTC shall have responsibility for
            coordination, review and approval of Product development efforts,
            clinical trials, regulatory submissions

                                       11
<Page>

            and selection and retention of any third party consultants. The JTC
            shall specifically approve all clinical protocols, selection and
            training of participating surgeons, evaluate the outcomes of all
            clinical trials, determine the significance of such outcomes and
            make the final decision regarding when and whether to seek Product
            Registrations in any country within the Territory. The JTC shall
            also approve the sale of any Products in countries for which a
            Product Registration is not required by law and determine whether
            any of the Patent Rights should be permitted to lapse or become
            abandoned.

            (a)  The parties shall each appoint 2 voting members to serve on the
                 JTC. All approvals, determinations or other actions by the JTC
                 shall require the affirmative votes of at least 3 of the 4
                 members. In the event of a deadlock on any issue requiring a
                 vote of the JTC, such issue shall be referred to the respective
                 Executive Officers of each party for resolution by good faith
                 negotiations.

            (b)  The JTC shall maintain minutes of meetings signed by all voting
                 members, which record the items presented for consideration by
                 the JTC and the outcome of all votes or other actions taken.
                 Copies of such minutes shall be provided to all voting members.
                 All files, documents or other records created or maintained by
                 or behalf of the JTC shall be available to both parties upon
                 request, subject to the terms of Section 11.

            (c)  The JTC will meet periodically and as required, but no less
                 frequently than once every six (6) months, unless otherwise
                 mutually agreed by the parties. The JTC will meet within ten
                 (10) business days following the request of either party. Such
                 meetings may be held either in person or via any
                 telecommunications medium acceptable to the parties. Each party
                 shall bear its own personnel, travel, lodging, and other
                 expenses relating to JTC meetings. Either party may change one
                 or more of its representatives to the JTC at any time. Members
                 of the JTC may be represented at any meeting by another member
                 of the JTC, or by a deputy. Either party may permit additional
                 employees to attend and participate (on a non-voting basis) in
                 the JTC meetings. Consultants or other third parties shall also
                 be permitted to attend, subject to the prior approval of each
                 party, which approval shall not be unreasonably withheld.

     4.2    US PRODUCT REGISTRATION. Subject to the oversight of the JTC as
            provided in accordance with Section 4.1 above:

            (a)  PRESBY shall be responsible for, diligently pursue and bear all
                 costs associated with all product development efforts,
                 including all clinical trials, required to obtain FDA approval
                 in the United States to market the Products

                                       12
<Page>

                 for the treatment of presbyopia, hyperopia, ocular
                 hypertension, and glaucoma.

            (b)  CIBA shall be responsible for, diligently pursue and bear all
                 costs associated with the preparation of all regulatory
                 submissions in the United States, including but not limited to
                 statistical and clinical reports, clinical product
                 manufacturing, packaging and shipping, FDA filing fees, and any
                 regulatory consulting fees and expenses related thereto. CIBA
                 shall also be responsible for any legal fees incurred by CIBA
                 and expenses related thereto. CIBA shall also provide, at
                 CIBA's expense, such reasonable administrative and technical
                 support services to PRESBY as may be mutually agreed upon by
                 the parties from time to time.

     4.3    POST-FDA APPROVAL REGISTRATION; NON-US PRODUCT REGISTRATIONS.
            Subject to the oversight of the JTC as provided in accordance with
            Section 4.1 above, CIBA shall be responsible for, and bear all costs
            associated with, (a) maintaining Product Registrations in the United
            States, including but not limited to clinical trials, after receipt
            of an approval letter from the FDA for Products which includes an
            indication for the treatment of presbyopia, hyperopia, glaucoma
            and/or ocular hypertension, as applicable, and (b) obtaining and
            maintaining Product Registrations for all countries in the Territory
            outside of the United States. PRESBY shall provide CIBA such data
            and assistance as may be reasonably requested by CIBA from time to
            time without additional charge.

     4.4    REGISTRANT DESIGNATION. All Product Registrations shall be in the
            name of CIBA (or a CIBA affiliate designated by CIBA); provided that
            FDA filings shall, subject to Section 3.5, be in the name of PRESBY
            (i) for the treatment of glaucoma or ocular hypertension, until the
            closing of the Initial Equity Investment and (ii) for the treatment
            of presbyopia or hyperopia until the closing of the Stage II Equity
            Investment, following which PRESBY shall assign such FDA filings to
            CIBA.

     4.5    NOTICE AND PARTICIPATION. Each party will (a) provide the other with
            copies of any communication to or from any Regulatory Authority,
            including, but not limited to, copies of submissions,
            correspondence, minutes of meetings and teleconference reports and
            (b) be entitled to participate in all meetings with Regulatory
            Authorities; provided that CIBA shall automatically relinquish
            rights under this Section with respect to a particular country if it
            no longer holds an exclusive license under this Agreement.
            Furthermore, upon such time as CIBA no longer holds an exclusive
            license under this Agreement, CIBA shall take all acts, do all
            things, execute all documents and render all assistance reasonably
            required to assign or transfer Product Registrations for such
            country to PRESBY.

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<Page>

5.   REPRESENTATIONS AND WARRANTIES

     5.1    BY PRESBY. PRESBY represents and warrants that, as of the Effective
            Date:

            (a)  PRESBY is the owner of the Patent Rights, Know-How and
                 Trademarks and has the right to license the same to CIBA as
                 provided in this Agreement free of any third party claims,
                 liens or encumbrances;

            (b)  PRESBY has not assigned or conveyed any interest in the Patent
                 Rights, Trademarks or Know-How inconsistent with the rights
                 granted CIBA hereunder;

            (c)  To the best knowledge of the officers, directors and management
                 of PRESBY, the practice of the Patent Rights and Know-How does
                 not infringe any rights of any third parties;

            (d)  Except as set forth on SCHEDULE F, to the best knowledge of the
                 officers, directors and management of PRESBY, no third party
                 has infringed or is infringing the Patent Rights;

            (e)  All patent applications within the Patent Rights have been
                 prepared and prosecuted in good faith and, to the best
                 knowledge of the officers, directors and management of PRESBY
                 there is no reason to believe that any patent included within
                 the Patent Rights would be invalid or would be held to be
                 unenforceable by a court of competent jurisdiction.

            (f)  The execution and delivery of this Agreement and the
                 consummation by PRESBY of the transactions contemplated by this
                 Agreement have been duly authorized by all necessary corporate
                 action on the part of PRESBY, except for the issuance of the
                 Presby Preferred Stock and the specific rights and preferences
                 relating thereto which shall be determined in accordance with
                 Section 3.5 of this Agreement and authorized by all necessary
                 corporate action by PRESBY prior to the closing of the equity
                 investments described in Section 3.5.

            (g)  Neither the execution and delivery of this Agreement by PRESBY,
                 nor the consummation of the transactions contemplated by this
                 Agreement to be performed by PRESBY, other than the issuance of
                 the Presby Preferred Stock, will violate or conflict with any
                 provision of its certificate of incorporation or by-laws or
                 violate or conflict with any provision of any law, rule,
                 regulation, order, permit, certificate, writ, judgment,
                 injunction, decree, determination, award or other decision of
                 any court, government, governmental agency or instrumentality,
                 domestic or foreign, or arbitrator, or any contract or
                 agreement, binding on PRESBY that is material to PRESBY and its
                 business.

                                       14
<Page>

            (h)  This Agreement (assuming the due authorization, execution and
                 delivery thereof by CIBA) constitutes the legal, valid and
                 binding obligation of PRESBY, enforceable against PRESBY in
                 accordance with its terms, subject to the effect of applicable
                 bankruptcy, insolvency, fraudulent transfer or conveyance,
                 reorganization, moratorium and similar laws affecting
                 creditors' rights and remedies generally, and subject as to
                 enforceability to general principles of equity, including to
                 the extent applicable principles of commercial reasonableness,
                 good faith and fair dealing (regardless of whether enforcement
                 is sought in a proceeding at law or in equity); and

            (i)  PRESBY is a corporation duly organized and existing in good
                 standing under the laws of the State of Delaware, and is duly
                 qualified and is in good standing in all other states in which
                 it is doing business, and, to the best of PRESBY's knowledge,
                 information and belief, has complied with any applicable filing
                 or other requirements of state and federal laws necessary and
                 material to enable it to conduct its business.

            (j)  EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED FOR HEREIN, PRESBY
                 EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS
                 AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, BY OPERATION OF
                 LAW OR OTHERWISE, WITH RESPECT TO THE PRODUCTS, PATENT RIGHTS,
                 KNOW HOW, TRADEMARKS, ROYALTIES OR ANY PART THEREOF INCLUDING,
                 WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY
                 OR FITNESS FOR A PARTICULAR PURPOSE, OR THE AMOUNT OF ROYALTIES
                 WHICH MAY ACCRUE HEREUNDER.

     5.2    BY CIBA. CIBA represents and warrants that, as of the Effective
            Date:

            (a)  The execution and delivery of this Agreement and the
                 consummation by CIBA of the transactions contemplated by this
                 Agreement have been duly authorized by all necessary corporate
                 action on the part of CIBA;

            (b)  Neither the execution and delivery of this Agreement by CIBA,
                 nor the consummation of the transactions contemplated by this
                 Agreement to be performed by CIBA, will violate or conflict
                 with any provision of its certificate of incorporation or
                 by-laws or violate or conflict with any provision of any law,
                 rule, regulation, order, permit, certificate, writ, judgment,
                 injunction, decree, determination, award or other decision of
                 any court, government, governmental agency or instrumentality,
                 domestic or foreign, or arbitrator, or any contract or
                 agreement, binding on CIBA that is material to CIBA and its
                 business;

            (c)  This Agreement (assuming the due authorization, execution and
                 delivery thereof by Presby) constitutes the legal, valid and
                 binding obligation of

                                       15
<Page>

                 CIBA, enforceable against CIBA in accordance with its terms,
                 subject to the effect of applicable bankruptcy, insolvency,
                 fraudulent transfer or conveyance, reorganization, moratorium
                 and similar laws affecting creditors' rights and remedies
                 generally, and subject as to enforceability to general
                 principles of equity, including to the extent applicable
                 principles of commercial reasonableness, good faith and fair
                 dealing (regardless of whether enforcement is sought in a
                 proceeding at law or in equity);

            (d)  CIBA Vision AG is a corporation duly organized and existing in
                 good standing under the laws of Switzerland, and, to the best
                 of CIBA's knowledge, information and belief, has complied with
                 any applicable filing or other requirements of all applicable
                 laws necessary and material to enable it to conduct its
                 business.

6.   COVENANTS AND INDEMNIFICATION

     6.1    CERTAIN ACTIONS. Each party agrees not to take any actions directly
            or indirectly that would be a violation, or cause the other party to
            be in violation, of any federal, state and local laws and
            regulations as a consequence of this Agreement. CIBA further
            covenants and agrees that it shall comply with all applicable
            federal, state and local laws and regulations governing its
            manufacture, marketing and sale of Products hereunder in all
            jurisdictions in which it engages in such manufacturing, marketing
            and sales. PRESBY further covenants and agrees that during the term
            of this Agreement PRESBY shall not pay, loan or otherwise
            distribute, directly or indirectly, any of the funds paid to PRESBY
            by CIBA pursuant to this Agreement to any shareholder of PRESBY,
            immediate family member or entity controlled by such shareholder,
            other than pursuant to the agreements attached as SCHEDULE E,
            salaries, bonuses, and expenses in the ordinary course of business,
            or any payments made by PRESBY to CIBA pursuant to Sections 10.6 or
            10.7, without CIBA's prior written consent, which consent shall not
            be unreasonably withheld.

     6.2    INDEMNIFICATION.

            (a)  PRESBY will indemnify, defend and hold harmless CIBA and its
                 successors, assigns, agents, officers, managers, members,
                 directors and employees, against all claims, damages, costs
                 (including but not limited to reasonable attorney's fees and
                 court costs), charges losses or liabilities ("Losses") arising
                 out of or resulting from a breach of this Agreement by Presby,
                 subject in all cases to the proviso contained in Section 6.2(e)
                 and the limitations set forth in Section 12.

            (b)  CIBA will indemnify, defend and hold harmless Presby and its
                 successors, assigns, agents, officers, managers, members,
                 directors and employees, against all Losses arising out of or
                 resulting from:

                                       16
<Page>

                 (i)     a breach of this Agreement by CIBA, subject in all
                         cases to the proviso contained in Section 6.2(e) and
                         the limitations set forth in Section 12;

                 (ii)    any claim alleging that any Product not manufactured by
                         PRESBY violates any applicable safety or regulatory
                         standard in effect as of the date of manufacture of a
                         given Product; or

                 (iii)   any claim alleging injury or damage to a person, entity
                         or property of another arising from (A) the negligence
                         or misconduct of CIBA, its employees or contractors;
                         (B) any manufacturing choice made by CIBA, including
                         selection of device components; or (C) any defect in
                         design of such Product .

            (c)  In the event that any judicial, administrative, regulatory or
                 other proceeding, investigation, inquiry or other
                 administrative charge or complaint (a "Legal Proceeding") shall
                 be threatened or instituted or any claim or demand shall be
                 asserted by a party in respect of which payment may be sought
                 under the provisions of this Section 6.2 or for breach of any
                 of the representations and warranties set forth herein, the
                 party seeking indemnification (the "Indemnitee") shall promptly
                 cause written notice of the assertion of any such claim of
                 which it has knowledge which it reasonably believes to be
                 covered by this indemnity to be forwarded to the other party
                 (the "Indemnitor"); provided, however, that the failure to give
                 such notice shall not affect the indemnification provided
                 hereunder except to the extent the Indemnitor has actually been
                 prejudiced as a result of such failure. Any notice of a claim
                 by reason of any of the representations, warranties or
                 covenants contained in this Agreement shall state specifically
                 the representation, warranty or covenant with respect to which
                 the claim is made, the facts giving rise to an alleged basis
                 for the claim, and the amount of the liability asserted against
                 the Indemnitor by reason of the claim.

            (d)  Except as otherwise provided herein, in the event of the
                 initiation of any Legal Proceeding against an Indemnitee by a
                 third party, the Indemnitor shall have the absolute right after
                 the receipt of notice, at its option and at its own expense, to
                 be represented by counsel (which counsel shall be reasonably
                 satisfactory to the Indemnitee) and to defend against,
                 negotiate, settle or otherwise deal with any proceeding, claim,
                 or demand which relates to any Losses indemnified against
                 hereunder; provided, however, that (i) the Indemnitor exercises
                 such option in writing within 30 days of receipt of notice; and
                 (ii) the Indemnitee may participate in any such proceeding with
                 counsel of its choice and at its expense. The parties hereto
                 agree to cooperate fully with each other in connection with the
                 defense,

                                       17
<Page>

                 negotiation or settlement of any such legal proceeding, claim
                 or demand. To the extent the Indemnitor elects not to defend
                 such proceeding, claim or demand, and the Indemnitee defends
                 against or otherwise deals with any such proceeding, claim or
                 demand, the Indemnitee may retain counsel (reasonably
                 satisfactory to Indemnitor), at the expense of the Indemnitor
                 which shall be paid by Indemnitor as and when incurred, the
                 Indemnitor shall nevertheless indemnify the Indemnitee for the
                 full amount of the Losses relating to such proceeding, claim or
                 demand and control the defense of and settle such proceeding;
                 provided that the Indemnitee shall give the Indemnitor twenty
                 (20) days written notice prior to entering into any such
                 settlement and shall not settle any such proceeding, claim or
                 demand without the consent of the Indemnitor, which consent
                 shall not be unreasonably withheld. If the Indemnitee shall
                 settle any such proceeding without the consent of the
                 Indemnitor, the Indemnitee shall thereafter have no claim
                 against the Indemnitor under this Section 6.2 with respect to
                 any Losses occasioned by such settlement.

            (e)  The exclusive remedy available to a party hereto in respect of
                 the matters covered by this Section 6.2 shall be to proceed in
                 the manner and subject to the limitations contained in Sections
                 6.2 and 10.2; provided, however, that Section 6.2 shall not
                 apply to any claim for indemnification with respect to Patent
                 Rights, which shall be governed by the provisions of Sections 8
                 and 10.2 of this Agreement.

7.   MAINTENANCE, PROSECUTION AND OWNERSHIP OF PATENT RIGHTS

     7.1    MAINTENANCE AND PROSECUTION. PRESBY shall be responsible for and
            shall bear all costs required for the maintenance of the Patent
            Rights and the prosecution of the patent applications included
            within the Patent Rights. Unless directed to do so by the JTC,
            PRESBY shall not permit any of the Patent Rights to lapse or become
            abandoned; provided that in the event that PRESBY desires to abandon
            any of the Patent Rights, PRESBY shall notify CIBA and CIBA shall
            have the right, but not the obligation, to assume such Patent
            Rights. In the event CIBA assumes any such Patent Rights, PRESBY
            shall assign all right, title and interest in and to such Patent
            Rights to CIBA, CIBA shall assume sole responsibility for
            prosecution and maintenance of such Patent Rights and CIBA shall be
            relieved of any obligation to pay royalties on Products sold in the
            country or countries in which such Patent Rights have been assigned.
            CIBA shall observe all patent marking requirements with respect to
            the Products.

     7.2    OWNERSHIP. Except as provided in Section 7.1, Presby shall at all
            times retain ownership of all Patent Rights, Trademarks and all
            other intellectual property rights it owns , irrespective of whether
            or not such rights are used in the treatment of presbyopia,
            hyperopia, ocular hypertension or glaucoma. During

                                       18
<Page>

            the term of this Agreement, CIBA will not contest or dispute the
            validity of any of the Patent Rights or take any action intended to
            adversely affect PRESBY's Patent Rights, Trademarks and other
            property rights.

8.   ASSERTION OR DEFENSE OF PATENT RIGHTS

     8.1    PATENT LITIGATION COMMITTEE. The parties shall establish a Patent
            Litigation Committee ("PLC") to facilitate communication and
            decision making concerning all pending, threatened and potential
            claims relating to patent infringement ("Claims"), including both
            Claims against PRESBY and/or CIBA and Claims by CIBA or PRESBY
            against any third party based upon the Patent Rights. The PLC shall
            have the authority and responsibility to approve the filing of any
            Claim by CIBA or PRESBY against any third party. Neither party shall
            initiate any Claim or settle any Claim unless approved by the PLC.

            (a)  The parties shall each appoint 2 voting members to serve on the
                 PLC. All approvals, determinations or other actions by the PLC
                 shall require the affirmative votes of at least 3 of the 4
                 members. In the event of a deadlock on any issue requiring a
                 vote of the PLC, such issue shall be referred to the respective
                 Executive Officers of each party for resolution by good faith
                 negotiations.

            (b)  The PLC will meet within 10 business days following the request
                 of either party. Such meetings may be held either in person or
                 via any telecommunications medium acceptable to the parties.
                 Separate legal counsel for each party shall be present and
                 participate in all meetings of the PLC. Either party may change
                 one or more of its representatives to the PLC at any time.
                 Members of the PLC may be represented at any meeting by another
                 member of the PLC, or by a deputy. Either party may permit
                 additional employees to attend and participate (on a non-voting
                 basis) in the PLC meetings. Consultants or other third parties
                 shall not be permitted to attend. Each party bear its own
                 personnel, travel, lodging, legal fees and other expenses
                 relating to PLC meetings.

     8.2    NOTIFICATION OF CLAIMS. If either party shall become aware of any
            actual or potential act of infringement, irrespective of any actual
            or potential exemption, by any third party which may give rise to a
            Claim or receives notice of any Claim by a third party, such party
            shall give notice to the other party within 2 days and request a
            meeting of the PLC. The party having knowledge of such Claim shall
            make available to the PLC all information and documentation in its
            possession concerning such Claim.

     8.3    ASSERTION OF CLAIMS AGAINST THIRD PARTIES. Subject to the approval
            of the PLC, CIBA shall take such action, as it deems appropriate, to
            prevent or eliminate any infringement of the Patent Rights and to
            collect damages.

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<Page>

            (a)  Any damages recovered shall be applied first to compensate each
                 party for its reasonable out of pocket expenses paid to third
                 parties in the prosecution of such action, provided that if the
                 total recovery is less than the combined total amount of such
                 expenses paid by the parties, the available funds shall be
                 apportioned between the parties in proportion to such expenses
                 paid by each party in connection with the action.

            (b)  CIBA shall be entitled to apply fifty percent (50%) of any
                 unrecovered reasonable out of pocket expenses paid to third
                 parties as an offset against any royalties (including minimum
                 royalty payments) which otherwise become payable hereunder.

            (c)  In the event that the recovery exceeds the combined total
                 amount of reasonable expenses paid to third parties by the
                 parties, the remaining funds shall be apportioned between the
                 parties in proportion to the damage incurred by each as a
                 result of the infringement.

            (d)  In the event that the PLC does not approve the assertion of a
                 Claim against a third party, PRESBY shall have the right to
                 assert the Claim at its own expense and to retain any
                 recoveries obtained as a result; provided that if PRESBY
                 exercises such right, (i) the PLC shall be disbanded, (ii)
                 PRESBY shall thereafter assume sole responsibility, at its own
                 expense, for the prevention or elimination of any infringement
                 of the Patent Rights, provided that if thereafter PRESBY fails
                 to assert any Claim within twenty (20) business days following
                 notice from CIBA of an act of infringement in accordance with
                 Section 8.2, CIBA shall have the right to assert such Claim at
                 its own expense and to retain any recoveries obtained as a
                 result. Neither party shall enter into any settlement of any
                 Claim brought pursuant to this Section 8.3(d) without the prior
                 written consent of the other party, which consent shall not be
                 unreasonably withheld.

            (e)  Each party shall execute such documents and provide such other
                 documentation, data or assistance as shall be reasonably
                 requested by the other party, including participating as the
                 named plaintiff or co-plaintiff in any Claim brought by other
                 party, pursuant to this Section 8.3.

     8.4    DEFENSE AGAINST CLAIMS BY THIRD PARTIES. CIBA shall assume control
            over, and be responsible for the cost of, the defense of any Claims
            brought by a third party. CIBA shall undertake such defense in its
            own name, jointly in the name of CIBA and PRESBY, or in the name of
            PRESBY, as determined by CIBA. PRESBY shall cooperate fully with
            CIBA in the defense of such action and shall have the right to
            participate in such litigation at its own expense.

            (a)  Fifty percent (50%) of all reasonable expenses paid to third
                 parties by CIBA in connection with such defense shall be
                 applied as an offset against

                                       20
<Page>

                 any payments (including milestone payments, royalties and
                 minimum royalty payments) which otherwise become payable
                 hereunder.

            (b)  If, by the terms of any settlement approved by the PLC or any
                 final judgment entered by a court or other authority of
                 competent jurisdiction, CIBA is required to compensate or pay
                 damages to a third party as a result of a Claim, or, obtain a
                 royalty bearing license from such third party in order to make,
                 have made, use, or sell Products, one hundred percent (100%) of
                 any such payments made by CIBA to such third party shall be
                 applied as an offset against any milestone payments, royalties
                 and minimum royalty payments which otherwise become payable
                 hereunder.

     8.5    SETTLEMENT APPROVAL. Except as provided in Section 8.3, neither
            party shall agree to any settlement of any Claim without the
            approval of the PLC. In the event the parties are unable to agree
            upon acceptance of a settlement offer recommended by CIBA

            (a)  CIBA shall have the right, but not the obligation to transfer
                 control of such action to PRESBY by written notice;

            (b)  PRESBY shall be responsible for, and bear all expenses
                 associated with, the defense or prosecution of such Claim
                 following the rejection of such settlement; and

            (c)  CIBA shall be permitted to offset One Hundred percent (100%) of
                 all additional expenses incurred by CIBA in connection with
                 such Claim against any payments (including milestone payments,
                 royalties and minimum royalty payments) which otherwise become
                 payable hereunder.

9.   NEGOTIATION RIGHT

     So long as CIBA holds an exclusive license under this Agreement, PRESBY
     shall not offer or enter into any negotiations or definitive agreements
     with any third party concerning the sale or license of any product or
     technology with applications for the treatment of presbyopia, hyperopia,
     ocular hypertension or glaucoma (but outside of the scope of this license)
     unless PRESBY has first notified CIBA in writing of its intent to sell or
     license such product or technology and CIBA has failed to make a bona fide
     offer to purchase or license such product or technology within twenty (20)
     business days following receipt of such notice. In the event CIBA delivers
     such a bona fide offer prior to the expiration of such twenty (20) day
     period, PRESBY agrees to negotiate in good faith with CIBA, provided that
     if the parties are unable to reach a definitive agreement within twenty
     (20) business days after CIBA delivers such bona fide offer, PRESBY shall
     be released from any further obligations under this Section 9.

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10.  TERM AND TERMINATION

     10.1   TERM. The term of this Agreement shall begin as of the Effective
            Date and shall remain in effect until the expiration of the last
            Royalty Period unless earlier terminated as permitted hereunder.

     10.2   TERMINATION. This Agreement may be terminated by the non-breaching
            party for cause immediately by written notice upon the
            occurrence of any of the following events:

            (a)  if the other party breaches any material provision of this
                 Agreement and fails to cure fully such breach within fifteen
                 (15) business days of written notice of such breach; or

            (b)  if (i) the other party becomes insolvent, becomes unable to
                 meet its obligations for any reason (financial or otherwise),
                 or seeks protection under any bankruptcy, receivership,
                 creditors arrangement, composition or comparable proceeding, or
                 (ii) any such proceeding is instituted against the other party
                 and is not dismissed within sixty (60) days thereafter.

     10.3   WAIVER; BOARD RESIGNATION. The right to terminate this Agreement, as
            provided in Section 10.2, shall not be affected in any way by a
            waiver of, or failure to take action with respect to any previous
            grounds for termination. In addition, if PRESBY exercises its right
            to terminate this Agreement pursuant to Section 10.2, then CIBA
            shall immediately cause its designee to PRESBY's board of directors
            to resign.

     10.4   NO RELEASE. The termination of this Agreement shall not release
            either party from any obligation that matured prior to the effective
            date of the termination.

     10.5   PRODUCT REGISTRATIONS UPON TERMINATION. Upon the expiration or
            termination by PRESBY of this Agreement, or in the event Section
            10.6 is applicable, CIBA shall take all action, execute all
            documents and do all things necessary to transfer and assign to
            PRESBY all Product Registrations and FDA filings, as applicable, as
            promptly as possible to permit PRESBY to maintain such Product
            Registrations and FDA filings or to permit PRESBY to pursue any
            pending applications for same.

     10.6   TERMINATION BY PRESBY IN THE EVENT OF NON-EXCLUSIVITY. In the event
            that CIBA's rights become non-exclusive pursuant to Section 3.4(b),
            PRESBY shall have the right, but not the obligation, to terminate
            this Agreement upon ninety (90) days written notice by (i) paying
            CIBA the amount (if any) by which the total amount of all prepaid
            royalties and minimum royalties paid by CIBA to PRESBY under this
            Agreement exceeds the total amount of royalties that would have been
            paid by CIBA to PRESBY under this Agreement had no payment of

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            prepaid royalties or minimum royalties been required, (ii)
            purchasing all Presby Preferred Stock purchased by CIBA from PRESBY
            hereunder (or any other securities into which the Preferred Stock
            may have been converted or exchanged) at a price equal to CIBA's
            cost of such Presby Preferred Stock, and (iii) paying CIBA the total
            amount of all milestone payments paid by CIBA pursuant to Section
            3.2.

     10.7   SURVIVAL OF INDEMNIFICATION. Notwithstanding anything in Section 10
            to the contrary, the indemnification provisions contained in Section
            6.2 of this Agreement shall survive for ten (10) years following the
            expiration or termination of this Agreement.

11.  CONFIDENTIALITY

     The Secrecy Agreement between RAS Holding Corp. and CIBA Vision
     Corporation, dated August 21, 2001 (the "Secrecy Agreement"), attached
     hereto as SCHEDULE G, is hereby incorporated by reference, and is deemed
     amended such that (a) CIBA Vision AG shall be deemed a party to the Secrecy
     Agreement, having the same rights and obligations as CIBA Vision
     Corporation thereunder and (b) the Secrecy Agreement shall expire or
     terminate by its terms, but in no event earlier than two years after the
     expiration or termination of this Agreement.

12.  LIMITATION OF LIABILITY

     NOTWITHSTANDING SECTION 6.2, THE PARTIES TO THIS AGREEMENT AND THEIR
     SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, STOCKHOLDERS,
     MEMBERS AND MANAGERS WILL NOT BE LIABLE FOR EXEMPLARY, PUNITIVE, INDIRECT,
     OR OTHER CONSEQUENTIAL DAMAGES OF ANY KIND UNLESS SUCH CONSEQUENTIAL
     DAMAGES (1) RESULT FROM OR ARISE OUT OF (A) GROSS NEGLIGENCE OR WILLFUL
     MISCONDUCT, OR (B) BREACH OF ANY PROVISION HEREUNDER PERTAINING TO
     CONFIDENTIALITY OR PROPRIETARY RIGHTS; OR (2) ARE COVERED BY ANY INDEMNITY
     FOR (A) THE INFRINGEMENT OF PROPRIETARY RIGHTS, OR (B) PRODUCTS LIABILITY.
     IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS,
     LOSS OF GOODWILL, OR RECOVERY OF EXPENDITURES, INVESTMENTS OR COMMITMENTS
     IN ANY CIRCUMSTANCE. THE PARTIES HERETO ACKNOWLEDGE THAT THEY HAVE NO
     EXPECTATIONS AND HAVE RECEIVED NO ASSURANCES THAT ANY INVESTMENT, EXPENSE
     OR COMMITMENT WILL BE RECOVERED OR RECOUPED OR THAT THEY WILL OBTAIN ANY
     ANTICIPATED AMOUNT OF PROFITS BY VIRTUE OF THIS AGREEMENT.

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13.  MISCELLANEOUS PROVISIONS

     13.1   NOTICES: All notices required or permitted hereunder shall be given
            in writing and mailed postage prepaid by first class certified or
            registered mail, or sent by a nationally recognized express courier
            service, or hand delivered to the addresses set forth for such party
            in the opening paragraph hereof (or such other address as a party
            may notify the other party in accordance with this Section 13.1),
            provided that a copy of any notice to CIBA shall be sent to:

                CIBA Vision Corporation
                11460 Johns Creek Parkway
                Duluth, Georgia  30097-1556
                Attention: General Counsel

            Any such notice or communication shall be deemed to have been
            effectively given as of the date so delivered personally or three
            (3) days after so mailed, (except that a notice of change of address
            shall not be deemed to have been given until received by the
            addressee).

     13.2   PUBLICITY: Neither party shall issue any press release or other
            public statement, whether oral or in written form, relating to this
            Agreement, the Products, or the Patent Rights without prior written
            consent of the other party, which consent shall not be unreasonably
            withheld; provided that (a) CIBA shall be free to produce Product
            labeling, sales and marketing materials, advertising and otherwise
            engage in sales and promotional activities relating to the Products
            without such consent, (b) the parties shall be permitted to make
            such disclosures as are required by law, rule, regulation or court
            order, without such consent, provided that the party making such
            disclosure shall be notify the other party of the necessity of such
            disclosure and provide the other party with an opportunity to review
            any such disclosure, and (c) either party may disclose the existence
            of and a general description of this Agreement, the Products, the
            Patent Rights and the relationship of the parties.

     13.3   ASSIGNMENT: This Agreement and all rights and obligations hereunder
            are personal to the parties and may not be assigned, other than by
            CIBA to CIBA Affiliates, without the express written consent of the
            other party. Any assignment or attempt to assign the same in the
            absence of such prior written consent shall be void and without
            effect.

     13.4   CHOICE OF LAW AND DISPUTE RESOLUTION: This Agreement shall be
            governed by, and construed in accordance with, the laws of the State
            of Texas, excluding any conflict of law provisions. Any dispute
            between the parties relating to this Agreement shall be first
            referred to the respective Executive Officers of each

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            party for resolution by good faith negotiations. In the event such
            negotiations fail to result in a resolution of the dispute within 30
            days, either party shall have the right to require submission of the
            matter for resolution by binding arbitration. Such arbitration shall
            be governed by the rules of the American Arbitration Association and
            conducted by a single arbitrator, or, if the parties are unable to
            agree upon a single arbitrator, a panel of three arbitrators, in
            Atlanta, Georgia. The decision of the arbitrator(s) shall be final,
            conclusive and binding on the parties and may be entered in any
            court of competent jurisdiction. Each party shall bear its own costs
            and expenses in connection with such arbitration. Notwithstanding
            the foregoing, either party shall be entitled to seek injunctive
            relief from any court of competent jurisdiction in response to any
            breach or threatened breach of this Agreement by the other party.

     13.5   SEVERABILITY: If any one or more of the provisions of this Agreement
            shall be held to be invalid, illegal or unenforceable, the validity,
            legality or enforceability of the remaining provisions hereof shall
            not in any way be affected or impaired thereby. In the event any
            provision shall be held invalid, illegal or unenforceable, the
            parties shall use best efforts to substitute a valid, legal and
            enforceable provision which, insofar as possible, implements the
            purposes hereof.

     13.6   ABSENCE OF WAIVER: The failure of either party at any time or times
            to require performance of any provisions hereof shall in no manner
            affect its rights to enforce such provisions at a later time.

     13.7   ENTIRETY OF AGREEMENT: This Agreement and the Secrecy Agreement
            constitutes the entire understanding between the parties relating to
            the subject matter thereof, and no amendment or modification to this
            Agreement shall be valid or binding upon the parties unless made in
            writing and signed by the representatives of such parties. Each of
            the parties expressly agrees and acknowledges that, other than those
            statements expressly set forth in this Agreement, it is not relying
            on any statement, whether oral or written, of any person or entity
            with respect to its entry into this Agreement or to the consummation
            of the transactions contemplated by this Agreement. This Agreement
            shall supercede any prior agreements between the parties, other than
            the Secrecy Agreement, which shall be deemed amended in accordance
            with Section 11 of this Agreement.

     13.8   INTEREST ON PAST DUE PAYMENTS: Any amounts due hereunder that are
            not paid when due, including without limitation attorney's fees,
            shall bear interest at the rate equal to the higher of 1.5% per
            month or the maximum legal interest rate.

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     13.9   NO PARTNERSHIP. The parties to this Agreement understand and agree
            that (a) this Agreement does not create a fiduciary relationship
            between them and (b) nothing in this Agreement is intended to make
            either party a partner, employee, joint employer or servant of the
            other for any purpose whatsoever. Neither party shall make any
            representation to any third party which is inconsistent with this
            Section 13.9.

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     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives as of the Effective Date.

     CIBA VISION AG                              PRESBY CORP.

     BY: /s/ Juergen Kudelka                     BY: /s/ Ron Schachar
        ---------------------------                 ----------------------------

     TITLE: Head CV International                TITLE: Chief Executive Officer
           ------------------------                    -------------------------

     BY: /s/ Glen Bradley
        ---------------------------

     TITLE: Member of Board
           ------------------------


                  EXHIBITS AND SCHEDULES INTENTIONALLY OMITTED.

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