Exhibit 10.1


 


CONSULTING
SERVICES AGREEMENT


 





 


BY AND BETWEEN THE UNDERSIGNED:


 


MEDEURONET


 


medeuronet UK is incorporated in England & Wales with its
registered office at Leather Market, Weston Street, Bermondsey, London SE1 3ER United Kingdom. Company registration: 06591143. Represented
by Kristine A. Morrill in her capacity of Managing Director,


 


Hereinafter referred to as "MEDEURONET",


 


AND


 


Vision Care Inc,


 


With its registered office is located at VisionCare, Inc., 14395
Saratoga Ave, Suite 150, Saratoga, California 95070. Represented by Blake Michaels in his role as President and Chief Executive Officer,


 


Hereinafter referred to as "the Client",


 


MEDEURONET and the Client being also hereinafter referred to collectively
as the "Parties" and separately as the "Party".


 


	medeuronet UK is
    incorporated in England & Wales with its registered office at the Leather Market, 11/13 Weston Street, Bermondsey, London
    SE1 3ER, United Kingdom. Company registration: 06591143. www.medeuronet.com

    

    Tel: +44 203 735 8915 Email: contact@medeuronet.com

    

    BDV_01_FOR12_medeuronet Consulting Services Letter of Agreement Template_med UK_V1	




 






    


     


    

 


PREAMBLE


 


Vision Care Inc is a a privately held specialty medical device company
engaged in the research, development, manufacture, and marketing of a developed an implantable telescopic IOL that incorporates wide-angle
micro-optical lenses in a Galilean telescope design and enlarges images in front of the eye approximately 2.2 or 2.7 times their normal
size.


 


In patients with age-related macular degeneration (AMD), the magnification
allows central images to be projected onto healthy perimacular areas of the retina instead of the macula alone, where breakdown of photoreceptors
and loss of vision has occurred


 


This helps reduce the 'blind spot' and allows the patient to distinguish
and discern images that may have been unrecognizable or difficult to see.


 


The company has now developed a new 'small incision' version of the
IOL, which enables implantation through an incision of about 6.5 mm.


 


The prototype of the new IOL is CE marked and currently undergoing
clinical evaluation in Europe. In anticipation of commercially launching this version of the IOL in Europe in 2019, Vision Care is looking
to establish some level of reimbursement for the lens in order to facilitate commercial uptake


 


MEDEURONET is specialized in establishing innovative medical technologies
in the European market, focusing on market entry, including the reimbursement process.


 


As a part of its strategy, the Client wishes to partner with MEDEURONET
to begin preparations for its European clinical studies.


 


NOW, THEREFORE, in consideration thereof, the Parties agree as follows:


 


ARTICLE 1 - SUBJECT


 


This agreement (hereinafter referred to as the "Agreement")
is a consulting services agreement.


 





MEDEURONET hereby undertakes to perform the services
described in Article 2 of this Agreement in order to assist the Client in the development of its market access strategy.


 





	medeuronet UK is
    incorporated in England & Wales with its registered office at the Leather Market, 11/13 Weston Street, Bermondsey, London
    SE1 3ER, United Kingdom. Company registration: 06591143. www.medeuronet.com

    

    Tel: +44 203 735 8915 Email: contact@medeuronet.com

    

    BDV_01_FOR12_medeuronet Consulting Services Letter of Agreement Template_med UK_V1	


 






    


     


    

 


ARTICLE 2 - SERVICES


 


MEDEURONET will provide support to Vision Care, Inc., in the process
of establishing


 


1.     Market Assessment: Identifying
countries where reimbursement is available for innovative medical devices that improve quality of life, reduce the burden on public health
systems, or funds are available to enable use of new technology at surgeons' discretion.


 


 


 


2.     Execution Plan: Covering
all requirements, timelines, as well as identification of societies and opinion leaders to support the process.


 


 


 


(Hereinafter referred to as the "Services").


 





	medeuronet UK is
    incorporated in England & Wales with its registered office at the Leather Market, 11/13 Weston Street, Bermondsey, London
    SE1 3ER, United Kingdom. Company registration: 06591143. www.medeuronet.com

    

    Tel: +44 203 735 8915 Email: contact@medeuronet.com

    

    BDV_01_FOR12_medeuronet Consulting Services Letter of Agreement Template_med UK_V1	


 






    


     


    

 


ARTICLE 3 - MEDEURONET'S OBLIGATIONS


 





3.1 Performance of Services


 


MEDEURONET undertakes to provide the Services defined in Article 2
in accordance with procedures described in Article 2.


 


MEDEURONET will structure a team of specialized people to perform the
Services and undertakes to work in close collaboration with the Client.


 


MEDEURONET undertakes to answer, throughout the term of the Agreement,
orally or in writing, to any question that the Client may ask regarding the Services and to report regularly on the progress of its work.


 


MEDEURONET will provide to the Client the following for reporting:


 


-       A project plan


-       Monthly report


-       A minimum of twice monthly
team calls


 


3.2 Ownership of documents


 


Any document, report and study sent to the Client and regarding the
Services will become the sole and exclusive property of the Client.


 


3.3 Liability


 


The Parties expressly agree that MEDEURONET is merely under an obligation
to use his best endeavors. MEDEURONET is in no case liable with respect to the results.


 


MEDEURONET undertakes to provide the Services defined in Article 2
pursuant to the professional standards and in the best way possible according to the Client's expectations.


 


MEDEURONET may not be held liable, in any respect whatsoever, for any
indirect damages resulting from the provision of Services nor for any consecutive and immaterial damages.


 


In particular, MEDEURONET may not be held liable for any loss of revenue
or profit, for any operating loss or other financial damages.


 


In any case, compensation for any damages suffered by the Client resulting
    from the provision of Services may not exceed the amount of the contract as mentioned in Article 5.


 





	medeuronet UK is
    incorporated in England & Wales with its registered office at the Leather Market, 11/13 Weston Street, Bermondsey, London
    SE1 3ER, United Kingdom. Company registration: 06591143. www.medeuronet.com

    

    Tel: +44 203 735 8915 Email: contact@medeuronet.com

    

    BDV_01_FOR12_medeuronet Consulting Services Letter of Agreement Template_med UK_V1	


 






    


     


    

 


ARTICLE 4 - CLIENT'S OBLIGATIONS


 


4.1 Information and cooperation


 


The Client undertakes to provide MEDEURONET with any commercial, economic,
legal, financial, accounting information or documents or of any other nature that MEDEURONET may need regarding the provision of Services.


 


4.2 Ownership of documents


 


The Client will be the sole and exclusive owner of any document, report
or study drafted by MEDEURONET regarding the Services.


 


However, the Client may not communicate, publish nor transfer any or
part of the conclusions or results without prior express consent of MEDEURONET until the fees mentioned in Article 5 have
been fully paid by the Client to MEDEURONET.


 


ARTICLE 5 - FEES AND TERMS OF PAYMENT


 


Based on the work outlined in Article 2 above, the Parties
agree on to the following fees and terms for the provision of Services:


 


	Item	 	Budget
	EU Market Assessment:	 	 
	All deliverables as outlined	 	10,000 EUR
	 	 	 
	Execution plan:	 	 
	All deliverables as outlined —	 	15,000 to 25.000 EUR
	 	 	(depending on number of countries)




 


For the EU Market Assessment:


 


·      An
invoice 5,000 EUR will be issued upon signing of this agreement and is due upon receipt in order to commence work


·      An
invoice for the balance will be issued upon delivery of the market assessment report and is due at 10 business days.





 





	medeuronet UK is
    incorporated in England & Wales with its registered office at the Leather Market, 11/13 Weston Street, Bermondsey, London
    SE1 3ER, United Kingdom. Company registration: 06591143. www.medeuronet.com

    

    Tel: +44 203 735 8915 Email: contact@medeuronet.com

    

    BDV_01_FOR12_medeuronet Consulting Services Letter of Agreement Template_med UK_V1	


 






    


     


    

 


For the Execution plan:


 


		·	The final fee will be based on the number of
countries planned for reimbursement work and agreed between Vision Care and MEDEURONET before work begins






		·	An invoice for 50% will be issued upon commencement of this phase and is
due upon receipt






		·	An invoice for the balance will be issued upon
delivery of the market assessment report and is due at 10 business days.



 


Timeline Overview


 


 


 


ARTICLE 6 - TERM AND TERMINATION


 


This Agreement is effective as of the date of sigining and will expire
on 30 March 2019.


 


Either Party has the right to terminate this Agreement following any
breach of this Agreement by the other Party or any failure by the other Party to faithfully carry out its obligations under this Agreement;
provided that Party has had ninety (90) days to rectify any such breach or failure after receipt of notice thereof by registered letter
with acknowledgement of receipt.


 


If the 90-days' notice period for termination is invoked, any fee that
is due during this period will continue to be paid by the client.


 


ARTICLE 7-  CONFIDENTIALITY


 


The Parties agree that the contents of this Agreement shall be governed
by the following terms:


 


The Parties consider as strictly confidential any document, report,
study, data, and any information, in any form whatsoever, submitted by the other Party regarding the provision of Services (hereinafter
referred to as "Confidential Information").


 


No use. Both Parties agree not to use Confidential Information
in any way, except for the purpose of considering a transaction with the other Party hereto, nor to realize any transaction relating to
the Confidential Information except as agreed.


 


No disclosure. Both Parties agree to use their best
efforts to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person other than their
employees, agents, consultants and advisors having a need for this Confidential Information in the course of their work.


 





	medeuronet UK is
    incorporated in England & Wales with its registered office at the Leather Market, 11/13 Weston Street, Bermondsey, London
    SE1 3ER, United Kingdom. Company registration: 06591143. www.medeuronet.com

    

    Tel: +44 203 735 8915 Email: contact@medeuronet.com

    

    BDV_01_FOR12_medeuronet Consulting Services Letter of Agreement Template_med UK_V1	


 






    


     


    

 


Protection of secrecy. Both Parties agree to take all steps
reasonably necessary to protect the confidentiality of this Confidential Information, and to prevent the Confidential Information from
falling into the public domain or into the possession of unauthorized persons.


 


ARTICLE 8 - STATEMENT OF MUTUAL INDEPENDANCE


 


The Parties expressly declare that they are and remain, throughout
the term of the Agreement, independent commercial and trading partners.


 


ARTICLE 9 - TRANSFER OF THE AGREEMENT


 


This Agreement has been entered into intuitu personae. It would not
be transferred or transmitted, in any way whatsoever, free of charge or against payment.


 


ARTICLE 10-  CHOICE OF LAW


 


The Parties agree that this Agreement is subject to the laws of the
United Kingdom.


 


Any dispute arising out of this Agreement shall be subject to the jurisdiction
of the courts of the United Kingdom.


 


ARTICLE 11 - ADDRESS FOR SERVICE


 


For the purpose of performing this Agreement, the Parties' addresses
are as mentioned at the top of this Agreement.


 


This Agreement will be effective as of the date of execution and the
Parties hereby demonstrate their acceptance of the terms of this Agreement by executing it on the signature lines below.


 


Signed on _27 July 2018 ___

Saratoga, CA/London


 


	/s/ Kristine A. Morrill	 	/s/ Blake Michaels
	MEDEURONET	 	The Client
	Represented by Kristine A. Morrill	 	Represented
by Blake Michaels




 





	medeuronet UK is
    incorporated in England & Wales with its registered office at the Leather Market, 11/13 Weston Street, Bermondsey, London
    SE1 3ER, United Kingdom. Company registration: 06591143. www.medeuronet.com

    

    Tel: +44 203 735 8915 Email: contact@medeuronet.com

    

    BDV_01_FOR12_medeuronet Consulting Services Letter of Agreement Template_med UK_V1