Exhibit 10.29.1


 


SECURED BRIDGE NOTE


 


	
  Date:

  	
   

  	
  January
  27, 2005

  
	
   

  	
   

  	
   

  
	
  Maker:

  	
   

  	
  Refocus
  Group, Inc., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
  Maker’s
  Mailing Address:

  	
   

  	
  10300
  North Central Expressway, Suite 104

  
	
   

  	
   

  	
  Dallas,
  Texas 75231

  
	
   

  	
   

  	
   

  
	
  Payee:

  	
   

  	
  Medcare
  Investment Fund III, Ltd.

  
	
   

  	
   

  	
   

  
	
  Place
  for Payment:

  	
   

  	
  c/o
  Mission City Management, Inc.

  
	
   

  	
   

  	
  8155
  Datapoint, Suite 1000

  
	
   

  	
   

  	
  San
  Antonio, Texas 78229

  
	
   

  	
   

  	
   

  
	
  Principal
  Amount:

  	
   

  	
  Five
  hundred thousand dollars (US$500,000)

  
	
   

  	
   

  	
   

  
	
  Annual
  Interest Rate on

  	
   

  	
   

  
	
  Unpaid
  Principal Until

  	
   

  	
   

  
	
  Maturity
  Date:

  	
   

  	
  8%
  per annum, calculated on the basis of a year of 360 days

  
	
   

  	
   

  	
   

  
	
  Annual
  Interest Rate on

  	
   

  	
   

  
	
  Matured,
  Unpaid Amounts:

  	
   

  	
  18% per annum

  
	
   

  	
   

  	
   

  
	
  Terms
  of Payment:

  	
   

  	
  Principal
  and interest are payable on or before the earlier of the First Closing Date
  and July 26, 2005 (the “Maturity Date”).
  “First Closing Date” means the
  closing date of the issuance and sale by Maker to Payee and other investors
  of $6,000,000 of convertible debt securities of the Company.

  



 


Maker hereby unconditionally promises to pay to the order of Payee at
the place for payment and according to the Terms of Payment (in funds available
for immediate use) the principal amount and interest, which shall accrue from
and after the date of this Note and compound annually, at the rate stated above.  The principal amount and interest shall be
due and payable on the Maturity Date.


 


The obligations of Maker
hereunder are secured by that certain Security Agreement, dated the date
hereof, by and among Maker, Maker’s wholly owned subsidiary, Refocus Ocular,
Inc., and Payee, and are guaranteed by Maker’s wholly owned subsidiaries, Refocus
Ocular, Inc., PC Lens Corp, a Delaware corporation, and Refocus Ocular Europe —
SPRL, a Belgian company, pursuant to that certain Guaranty, dated the date
hereof.


 


If Maker defaults in the payment
of this Note, then Payee may declare the unpaid principal balance and interest
thereon immediately due.  Maker and each
surety, endorser and


 





















 


guarantor hereby waive presentment, demand, protest or
notice of any kind in connection with this Note.


 


If this Note is given to an
attorney for collection, or if suit is brought for collection, or if it is
collected through probate, bankruptcy or other judicial proceeding, then Maker
shall pay Payee all costs of collection, including reasonable attorney’s fees
and court costs, in addition to other amounts due.


 


Neither a delay on the part of Payee
in the exercise of any power or right under this Note, nor a single or partial
exercise of any such power or right, shall operate as a waiver thereof.  Enforcement by Payee of any of its rights
hereunder shall not constitute an election by it of remedies so as to preclude
the exercise of any other remedy available to it.


 


Regardless of any provision
contained herein or in any other instrument or agreement concerning the debt
evidenced by this Note, interest on such debt shall not exceed the maximum
amount of nonusurious interest that may be contracted for, taken, reserved,
charged or received under law; any interest in excess of that maximum amount
shall be credited on the principal of the debt or, if that has been paid,
refunded.  On any acceleration or
required or permitted prepayment, any such excess shall be canceled
automatically as of the acceleration or prepayment or, if already paid, credited
on the principal of the debt or, if the principal of the debt has been paid,
refunded.  In determining whether or not
the interest paid or payable, under any specific contingency, exceeds the
maximum amount of nonusurious interest, Maker and Payee shall, to the maximum
extent permitted under applicable law, (a) characterize any nonprincipal
payment as an expense, fee or premium rather than as interest, (b) exclude
voluntary prepayments and the effects thereof, and (c) spread the total amount
of interest throughout the entire contemplated term hereof.


 


This Note is delivered and is
intended to be paid and performed in the State of Texas, and the laws of such
state shall govern the construction, validity, enforcement, and interpretation
hereof.


 


	
   

  	
  REFOCUS GROUP, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Terence A. Walts

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
					



 


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