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                                                                   Exhibit 10.10

                           EXCLUSIVE LICENSE AGREEMENT

This Agreement ("Agreement") effective as of March 31, 2006 (the "Effective
Date") between eyeonics, inc having its principle place of business at 26970
Aliso Viejo Parkway, Suite #100, Aliso Viejo, CA 92656 ("eyeonics") and Richard
L. Lindstrom, M.D., an individual, ("Dr. Lindstrom").

WHEREAS, Dr. Lindstrom and eyeonics entered in those two certain consulting
agreements, the first dated August 1, 2002 (the "2002 Consulting Agreement") and
the second dated March 8, 2005 (the "2005 Consulting Agreement").

WHEREAS, the 2002 Consulting Agreement expired on July 31, 2004, and the parties
desire to rescind the 2005 Consulting Agreement, and hereby acknowledge that the
2005 Consulting Agreement, and all of the parties' rights and obligations under
the 2005 Consulting Agreement, were void ab initio.

WHEREAS, the parties now wish to clarify their rights and obligations to each
other with respect to the inventions (as defined below) and the subject matter
of the 2005 Consulting Agreement.

WHEREAS, Dr. Lindstrom owns, or has an ownership interest in: (i) the AT-45A
and/or the crystaiens (Illegible) intraocular lens, (ii) certain improvements,
modifications and derivatives thereof and (iii) related subject matter, to the
extent each of the foregoing is not owned by eyeonics pursuant to the 2002
Consulting Agreement (collectively, the "Inventions").

WHEREAS, Dr. Lindstrom desires to grant to eyeonics an exclusive license under
all of his right, title and interest in the inventions and eyeonics desires to
receive such license, all as described in more detail below.

NOW, THEREFORE, for good and valuable consideration the receipt and adequacy of
which is acknowledged, the parties hereto agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

"Affiliate" shall mean any entity which controls, is controlled by or is under
common control with eyeonics. For purposes of this definition, an entity shall
be regarded as in control of another entity for purposes of this definition if
it owns or controls fifty percent (50%) or more of the shares of the subject
entity entitled to vote in the election of directors (or, in the case of an
entity that is not a corporation, for the election of the corresponding managing
authority).

"Field" shall mean any and all applications.

"Licensed Patents" shall mean any and all of Dr. Lindstrom's right, title and
interest in and to:

     i.   all worldwide patent and patent applications claiming or disclosing
          subject matter claimed or disclosed in the Patent(s) and patent
          application(s) listed in Exhibit A hereto and all improvements,
          derivatives and modifications to such subject matter (collectively the
          "Patent Rights"); and

     ii.  all divisions, continuations, continuations-in-part, patents of
          addition, and substitutions of the Patent Rights, together with all
          registrations, reissues, reexaminations or extensions of any kind with
          respect to any of the foregoing patents.

"Licensed Product" shall mean a product the manufacture, sale or use of which
would, but for the license granted herein, infringe a Valid Claim within the
Licensed Patents in the country for which such product is sold, at the time such
product is sold.

"Net Sales" shall mean the amounts actually received by eyeonics or its
Sublicensees for the sale or other disposition to an unaffiliated third party
for Licensed Products or Unpatented Products, as applicable, less the following
reasonable and customary deductions to the extent applicable to such invoiced
amounts; (i) all trade, cash and quantity credits, discounts or refunds; (ii)
amounts for claims, allowance or credits for returns, retroactive price
reductions, chargebacks; and (iii) packaging, handling fees and prepaid freight,
sales, taxes, duties and other governmental charges (including value-added tax),
but excluding what is commonly known as income taxes. For the removal of doubt,
Net Sales shall not include sales by eyeonics to its Affiliates for resale;
provided that if eyeonics sales a Licensed Product or an Unpatented Product to
an Affiliate for resale, Net Sales shall include the amounts invoiced by such
Affiliate to third parties on the resale of such Licensed Product or Unpatented
Product. In addition, Net Sales shall not include shipments of Licensed Products
and/or Unpatented

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Products made by eyeonics, its Sublicensees or its Affiliates to third parties
at no or low cost in connection with research and development or clinical
trials.

"Product" shall mean a Licensed Product or Unpatented Product, as applicable.

"Unpatented Product" shall mean a product substantially incorporating the
subject matter of the patent(s) and patent application(s) listed in Exhibit A,
but the manufacture, sale or use of which would not infringe a Valid Claim
within the Licensed Patents in the country for which such product is sold, at
the time such product is sold.

"Sublicensee" shall mean any non-Affiliate third party to whom eyeonics has
granted the right to manufacture and sell Licensed Products and/or Unpatented
Products.

"Territory" shall mean worldwide.

"Valid Claim" shall mean a claim of an issued and unexpired patent within the
Licensed Patents which has not been held unpatentable, invalid or unenforceable
by a court or other government agency of competent jurisdiction and has not been
admitted to be invalid or unenforceable through reissue, re-examination,
disclaimer or otherwise; provided, however, that if the holding of such court or
agency is later reversed by a court or agency with overriding authority, the
claim shall be reinstated as a Valid Claim with respect to Net Sales made after
the date of such reversal.

                                    ARTICLE 2
                                     LICENSE

2.1 License. Dr. Lindstrom hereby grants to eyeonics an exclusive license under
any and all of Dr. Lindstrom's right, title and interest in and to the Licensed
Patents: (i) to make, have made, use, sell, have sold, import and have imported
Licensed Products, and (ii) to otherwise exploit the Licensed Patents and the
subject matter of the Inventions; and to have any of the foregoing performed on
its behalf by a third party for all applications.

2.2 Sublicenses. eyeonics may grant and authorize sublicenses to Sublicensees
within the scope of the license granted to eyeonics pursuant to this Agreement.

                                    ARTICLE 3
                                  CONSIDERATION

3.1 Base Royalty.

     i. In consideration of the rights and licenses granted by Dr. Lindstrom to
eyeonics herein, eyeonics agrees to pay to Dr. Lindstrom the following running
royalties based on Net Sales of Licensed Products:

               (1) on eyeonics' annual Net Sales of Licensed Products of up to
and including five million U.S. dollars ($5,000,000), eyeonics will pay to Dr.
Lindstrom two percent (2%) of such Net Sales;

               (2) on eyeonics' incremental annual Net Sales of Licensed
Products of more than five million U.S. dollars ($5,000,000), but up to and
including ten million U.S. dollars ($10,000,000), eyeonics will pay to Dr.
Lindstrom one and one-half percent (1.5%) of such Net Sales;

               (3) on eyeonics' incremental annual Net Sales of Licensed
Products of more than ten million U.S. dollars ($10,000,000), eyeonics will pay
to Dr. Lindstrom one percent (1%) of such Net Sales;

     ii. In further consideration of the rights and licenses granted by Dr.
Lindstrom to eyeonics herein, eyeonics agrees to pay to Dr. Lindstrom the
following running royalties based on Net Sales of Unpatented Products:

               (1) on eyeonics' annual Net Sales of Unpatented Products of up to
and including five million U.S. dollars ($5,000,000), eyeonics will pay to Dr.
Lindstrom one percent (1%) of such Net Sales;

               (2) on eyeonics' incremental annual Net Sales of Unpatented
Products of more than five million U.S. dollars ($5,000,000), but up to and
including ten million U.S. dollars ($10,000,000), eyeonics will pay to Dr.
Lindstrom three-quarters of one percent (0.75%) of such Net Sales;
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          (3) on eyeonics' incremental annual Net Sales of Unpatented Products
of more than ten million U.S. dollars ($10,000,000), eyeonics will pay to Dr.
Lindstrom half of one percent (0.5%) of such Net Sales;

     iii. It is understood that a certain type of Product may be an Unpatented
Product at the time such Product is sold, in which case the royalty rates
described in Section 3.1(ii) would apply to the Net Sales of such Product at
such time, but that the same type of Product may be a Licensed Product when sold
at a later date, following the issuance of a Valid Claim within the Licensed
Patents claiming the manufacture, use or sale of such Product, in which case the
royalty rates described in Section 3.1(i) would apply to the Net Sales of such
Product at such time. Notwithstanding the foregoing, and for clarity, in no
event shall a royalty under both part (i) and part (ii) above be due on the Net
Sales of a unit of Product

3.2 Royalty Term. The running royalties under Section 3.1 shall be payable on a
Product-by-Product and country-by-country basis on the Net Sales of such Product
by eyeonics or its Affiliates and only for the period until the earlier of: (i)
twenty (20) years after the Effective Date or (ii) the expiration of the last to
expire of the patents within the Licensed Patents that contains a claim that
would be infringed by the manufacture, sale or use of such Product in such
country (such period, the "Royalty Term" for such Product).

3.3 Multiple Royalties. If eyeonics or its Affiliate is required to pay a third
party amounts with respect to a Product under agreements for patent rights or
other technologies which eyeonics, in its reasonable judgment, determines are
necessary or desirable to license or acquire with respect to such Product,
eyeonics may deduct such amount owing to such third parties (prior to any
reductions) from the royalty owing to Dr. Lindstrom for the sale of such Product
pursuant to Section 3.1 above. Notwithstanding the foregoing provisions of this
Section 3.3, in no event shall the royalties due to Dr. Lindstrom pursuant to
Section 3.1 above be so reduced to less than fifty percent (50%) of the amount
that would otherwise be due Dr. Lindstrom thereunder.

3.4 Combination Products. In the event that a Product is sold in combination
with another product, component or service for which no royalty would be due
hereunder if sold separately, Net Sales from such combination sales for purposes
of calculating the amounts due under this Article 3 shall be calculated by
multiplying the Net Sales of the combination product by the fraction A/B, where
A is the Average gross selling price during the previous calendar quarter of the
Product sold separately and B is the gross selling price during the previous
calendar quarter of the combined product(s), component(s) and/or service(s). In
the event that a substantial number of such separate sales were not made during
the previous calendar quarter then the Net Sales shall be as reasonably
allocated by eyeonics between such Product and such other product(s),
component(s) or service(s) based upon their relative importance and proprietary
protection.

3.5 Records. During the Royalty Term and for a period of three (3) years
thereafter, eyeonics shall keep complete and accurate records of its and its
Affiliates' Net Sales in sufficient detail to enable the amount payable under
this Article 3 to be determined. Upon Dr. Lindstrom's written request, but not
more frequently than once per calendar year, eyeonics shall permit
representatives or agents of Dr. Lindstrom, at Dr. Lindstrom's expense, to
examine such records during eyeonics's regular business hours for the purpose of
and to the extent necessary to verify any report required under this Agreement
with respect to Net Sales received not more than three (3) years prior to the
date of Dr. Lindstrom's request. In the event that the amount due to Dr.
Lindstrom are determined to have been underpaid, eyeonics shall pay to Dr.
Lindstrom any amount due and unpaid, together with interest on such amount at
the U.S. prime rate quoted in the "Money Rates" column of The Wall Street
Journal (U.S., Eastern Edition) on the first business day after such unpaid
amount is discovered, or at the maximum rate permitted by law, whichever is
lower, eyeonics records examined by Dr. Lindstrom hereunder shall be considered
Confidential Information (as defined in Article 5 below).

3.6 Reports. Beginning with the first accrual of Net Sales on which a royalty is
due hereunder and until the end of the Royalty Term, eyeonics shall provide to
Dr. Lindstrom a semi-annual royalty report as follows: Within sixty (60) days
after the end of each semi-annual period, eyeonics shall deliver to Dr.
Lindstrom a true and accurate report, giving such particulars of the business
conducted by eyeonics and its Affiliates, if any, during such semi-annual period
as are pertinent to account for royalties due under this Article 3. Such report
shall include at least (i) the total of Net Sales during such semi-annual
period; (ii) the calculation of royalties; and (iii) the total royalties so
calculated and due Dr. Lindstrom. Simultaneously with the delivery of each such
report, eyeonics shall pay to Dr. Lindstrom the total royalties, if any, due to
Dr. Lindstrom for the period of such report. If no royalties are due, eyeonics
shall so report. Dr. Lindstrom shall not provide to third parties any
information contained in reports provided to Dr. Lindstrom under this Section
3.6, or learned by Dr. Lindstrom under Section 3.5 above. The reports provided
to Dr. Lindstrom by eyeonics hereunder and all information contained therein
shall be considered Confidential Information.

3.7 Option Grant. As partial consideration for the license granted by Dr.
Lindstrom herein, eyeonics will recommend at the first meeting of its Board of
Directors following the date of this Agreement that the Board of Directors grant
Dr. Lindstrom a nonqualified stock option to purchase 75,000 shares of the
eyeonics Common Stock at a price per share equal to the fair market value per
share of the Common Stock on the date of grant, as determined by the Board of
Directors. 50% of the shares subject to the option shall vest on the Effective
Date, and the remaining 37,500 shares subject to the options shall vest monthly
over the following 24 months in equal monthly amounts, provided that this
Agreement continues to be in full force and effect on such date. The option
grant shall be subject to the terms and conditions of eyeonics' 1998 Stock
Option Plan and standard Stock Option Agreement, including the vesting
requirements set forth
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therein.

3.8 Payments. All amounts payable hereunder by eyeonics shall be payable in
United States Dollars to Dr. Lindstrom. If any currency conversion shall be
required in connection with the payment of royalties hereunder, such conversion
shall be made by using the exchange rates used by eyeonics in calculating
eyeonics's own revenues for financial reporting purposes. Any payments due under
this Agreement which are not paid by the date such payments are due under this
Agreement shall bear interest to the extent permitted by applicable law at the
rate set forth in Section 3.6 above on the first business day after such payment
is due, calculated on the number of days such payment is delinquent.

3.9 Taxes. Any withholding or other tax that is required by law to be withheld
on behalf of eyeonics with respect to payments owed by eyeonics pursuant to this
Agreement shall be deducted by eyeonics from such payment prior to remittance,
eyeonics shall promptly furnish Dr. Lindstrom evidence of any such taxes
withheld.

                                    ARTICLE 4
                                 PATENT MATTERS

4.1  Prosecution and Maintenance.

     i. eyeonics shall have the right, at its option, to control the filing for,
prosecution and maintenance of the Licensed Patents. For purposes of this
Article 4, "prosecution and maintenance" of patents and patent applications
shall be deemed to include, without limitation, the conduct of interferences or
oppositions, and/or requests for re-examinations, reissues or extensions of
patent terms. In the event that eyeonics elects not to file, prosecute or
maintain any patent application or patent within the Licensed Patents or pay any
fee related thereto, in any country eyeonics shall promptly notify Dr.
Lindstrom of such election, but in no case later than sixty (60) days prior to
any required action relating to the filing, prosecution or maintenance of such
patent or patent application. From and after the effective date of such notice,
such patent application or patent shall cease to be within the Licensed Patents
for all purposes of this Agreement, and all rights and obligations of eyeonics
with respect thereto shall terminate and revert to Dr. Lindstrom.

     ii. Subject to eyeonics' election rights in the third sentence of part (i)
above of in this Section 4.1, eyeonics shall use commercially reasonable efforts
to obtain patent protection for the AT-45A intraocular lens design in the United
States, Europe and Asia in its prosecution and maintenance of the Licensed
Patents.

4.2 Enforcement. If either party determines that a third party is making, using
or selling a product that may infringe the Licensed Patents, that party shall
notify the other party in writing.

     i. eyeonics shall have the first right (itself or through others), at its
sole option, to bring suit to enforce the Licensed Patents, and/or to defend any
declaratory judgment action with respect thereto; provided, however, that
eyeonics shall keep Dr. Lindstrom reasonably informed as to the defense and/or
settlement of such action. Dr. Lindstrom shall have the right to participate in
any such action with counsel of its own choice at its own expense. All
recoveries received by eyeonics from an action to enforce the Licensed Patents
shall be first applied to reimburse eyeonics' and then Dr. Lindstrom's
unreimbursed expenses, including without limitation, reasonable attorney's fees
and court costs. Any remainder shall, to the extent the same pertains to an
infringement of the Licensed Patents, be treated as Net Sales of Unpatented
Products.

     ii. In the event eyeonics elects not to initiate an action to enforce the
Licensed Patents against a commercially significant infringement by a third
party, within six (6) months of a request by Dr. Lindstrom to do so, (or within
such shorter period which may be required to preserve the legal rights of  Dr.
Lindstrom under the laws of the relevant government),  Dr. Lindstrom may
initiate such action at its expense with eyeonics' prior written consent, which
consent shall not be unreasonably withheld. eyeonics shall have the right to
participate in any such action with counsel of its own choice at its own
expense. All recoveries received by Dr. Lindstrom from an action to enforce the
Licensed Patents shall be first applied to reimburse Dr. Lindstrom's and then
eyeonics' unreimbursed expenses, including without limitation, reasonable
attorney's fees and court costs. Any remainder shall, to the extent the same
pertains to an infringement of the Licensed Patents, be divided seventy five
percent (75%) to Dr. Lindstrom and twenty-five percent (25%) to eyeonics.

     iii. eyeonics (itself or through its designees) agrees to use commercially
reasonable efforts to enforce the Licensed Patents against commercially
significant infringements and declaratory judgment actions, in each case without
cost to Dr. Lindstrom.

4.3 Cooperation. In any suit, action or other proceeding in connection with
enforcement and/or defense of the Licensed Patents, Dr. Lindstrom shall
cooperate fully, including without limitation by joining as a party plaintiff
and executing such documents as eyeonics may reasonably request. Upon the
request of and, at the expense of eyeonics, Dr. Lindstrom shall make available
at reasonable times and under appropriate conditions all relevant personnel,
records, papers, information, samples, specimens and other similar materials in
each of its possession.

<PAGE>

4.4 No Implied Obligations. Except as expressly provided in this Article 4,
neither party has any obligation to bring or prosecute actions or suits against
any third party for patent

                                    ARTICLE 5
                                 CONFIDENTIALITY

Dr. Lindstrom agrees that, during the term of this Agreement and for a period of
three (3) years thereafter, Dr. Lindstrom shall not disclose, without the prior
written consent of eyeonics, any eyeonics Confidential Information. As used
herein, "Confidential Information" means all information and/or trade secrets
relating to eyeonics' management, business, operations, technology, products or
business plans, which Dr. Lindstrom knows or has reason to know is regarded as
confidential by eyeonics and includes without limitation any information
relating to the Inventions (including information generated by Dr. Lindstrom
whether before or after the Effective Date). Confidential Information shall not
include information that Dr. Lindstrom can demonstrate (i) has become part of
the public domain except by breach of this Agreement; (ii) Dr. Lindstrom knew
prior to the disclosure of such Confidential Information by eyeonics to Dr.
Lindstrom, in the case of Confidential Information disclosed by eyeonics to Dr.
Lindstrom; or (iii) Dr. Lindstrom learned from a third party source having no
duty of confidentiality to eyeonics. Dr. Lindstrom may lecture upon, disseminate
and publish under Dr. Lindstrom's own name scientific papers arising from work
done relating to the inventions, but only upon the prior written approval of
eyeonics, with such approval not to be unreasonably withheld. For clarity,
eyeonics' approval of a disclosure by Dr. Lindstrom pursuant to the foregoing
sentence will not be deemed to be unreasonably withheld if such disclosure would
harm eyeonics' ability to commercialize the inventions or obtain patent
protection thereof.

                                    ARTICLE 6
                         REPRESENTATIONS AND WARRANTIES

6.1 Warranties. Dr. Lindstrom represents and warrants that: (i) his ownership
interest in and to the Licensed Patents is free and clear of any liens or
encumbrances; (ii) he has not previously granted and will not grant any rights
in the Licensed Patents to any third party; (iii) except for the Licensed
Patents, as of the Effective Date, he does not own or control any patent or
patent application (including any invention disclosure or draft patent
application for which a patent application is intended to be filed) the claims
of which would dominate any practice of the inventions; (iv) as of the Effective
Date, there are no actions, suits or proceedings pending or threatened in
writing against him at law or in equity by or before any third party, federal,
state or other governmental department, agency or instrumentality, domestic or
foreign, which may in any way adversely affect eyeonics' rights hereunder or
otherwise call into question his rights to transfer to eyeonics the rights
contemplated hereunder; (v) from August 1, 2004 through the Effective Date,
there are no inventions, whether patentable or not, other than the inventions
licensed herein, conceived, made or reduced to practice by Dr. Lindstrom related
to eyeonics' technology; and (vi) the inventions have not been developed under
any funding agreement with the Government of the United States.

6.2 Disclaimer. EXCEPT AS PROVIDED IN THIS ARTICLE 6, NEITHER PARTY MAKES ANY
WARRANTIES OR CONDITIONS (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT
TO THE SUBJECT MATTER HEREOF, AND BOTH PARTIES SPECIFICALLY DISCLAIM ANY AND ALL
IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSES AND NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

                                    ARTICLE 7
                                 INDEMNIFICATION

     eyeonics shall defend and indemnify Dr. Lindstrom from and against any and
all claims, suits or proceedings brought by third parties (including reasonable
attorneys' fees) (any of the foregoing, a "Claim") against Dr. Lindstrom, as a
direct result of eyeonics' exercise of its rights under the Licensed Patents or
gross negligence or willful misconduct; provided, however, that eyeonics'
obligations pursuant to this Article 7 shall not apply to the extent that such
Claims result from (i) the negligence, bad faith, willful misconduct or omission
of Dr. Lindstrom; or (ii) breach of any of the terms or conditions of this
Agreement, including the representations and warranties made by Dr. Lindstrom in
Section 6.1. Dr. Lindstrom shall defend and indemnify eyeonics from and against
any and all Claims against eyeonics, as a direct result from part (i) or (ii)
above; provided, however, that Dr. Lindstrom's obligations pursuant to this
Article 7 shall not apply to the extent that such Claims result from the gross
negligence or willful misconduct of eyeonics. The obligations of a party from
which indemnification is sought under this Article 7 (such party, the
"Indemnifying Party") are contingent upon the other party (such other party, the
"Indemnitee"): (a) promptly notifying the indemnifying Party in writing of any
such Claim with respect to which it intends to claim such indemnification; (b)
giving the indemnifying Party sole control of the defense and/or settlement
thereof (provided that the indemnifying Party shall not have the right to admit
the fault of the indemnitee without the prior written consent of the indemnitee,
with such consent not to be unreasonably withheld); and (c) providing the
indemnifying Party, at the indemnifying Party's expense, with reasonable
assistance and full information with respect to such Claim. The indemnifying
Party shall have no obligations for any Claim if the indemnitee makes

<PAGE>

any admission, settlement or other communication regarding such Claim without
the prior written consent of the Indemnifying Party, not to be unreasonably
withheld.

                                    ARTICLE 8
                                   TERMINATION

8.1 Term. Unless terminated earlier pursuant to this Article 8, the term of this
Agreement shall commence on the Effective Date and continue in full force and
effect until expiration, revocation or invalidation of the last patent or the
abandonment of the last application within the Licensed Patents.

8.2 Termination for Breach. In the event of a material breach of this Agreement,
the nonbreaching party shall be entitled to terminate this Agreement by written
notice to the breaching party, if such breach is not cured within ninety (90)
days after written notice is given by the nonbreaching party to the breaching
party specifying the breach. However, if the party alleged to be in breach of
this Agreement disputes such breach by written notice to the other party within
such ninety (90) day period, the nonbreaching party shall not have the right to
terminate this Agreement unless it has been determined by a court of competent
jurisdiction in accordance with Section 9.3 below that this Agreement was
materially breached, and the breaching party fails to comply with its
obligations hereunder within ninety (90) days after such determination.

8.3 Termination by eyeonics. Any provision herein notwithstanding, eyeonics may
terminate this Agreement, in its entirety or as to any particular patent or
patent application within the Licensed Patents, or as to any particular Licensed
Product or Unpatented Product, at any time by giving Dr. Lindstrom at least
sixty (60) days prior written notice. From and after the effective date of a
termination under this Section 8.3 with respect to a particular patent or
application, such patent(s) and patent application(s) in the particular country
shall cease to be within the Licensed Patents for all purposes of this
Agreement, and all rights and obligations of eyeonics with respect to such
patent(s) and patent application(s) shall terminate. From and after the
effective date of a termination under this Section 8.3 with respect to a
particular Licensed Product or Unpatented Product, the license granted under
Section 2.1 above shall terminate with respect to such Licensed Product or
Unpatented Product (as applicable), and the same shall cease to be a Licensed
Product or Unpatented Product (as applicable) for all purposes of this
Agreement. Upon a termination of this Agreement in its entirety under this
Section 8.3, all rights and obligations of the parties shall terminate, except
as provided in Section 8.4 below.

8.4 Effect of Termination/Expiration.

     i. No Release. Termination of this Agreement for any reason shall not
release either party hereto from any liability which at the time of such
termination has already accrued to the other party.

     ii. Sublicenses. Upon termination of this Agreement for any reason, any
sublicense granted by eyeonics hereunder shall survive, provided that the
applicable Sublicensee promptly agrees in writing to pay to Dr. Lindstrom such
amounts that would otherwise be due to Dr. Lindstrom hereunder for such
Sublicensee's activities under such sublicense.

     iii. Articles 1, 5, 6, 7, 8 and 9 and Sections 3.5, 3.8 and 3.9 shall
survive the expiration and any termination of this Agreement. In addition,
Sections 3.1-3.4 and 3.6 shall survive the expiration and any termination of
this Agreement until the expiration of the Royalty Term described in Section
3.2; provided, however, that such sections shall not survive in the event this
Agreement is terminated by eyeonics pursuant to Section 8.2. Except as otherwise
provided in this Article 8, all rights and obligations of the parties under this
Agreement shall terminate upon the expiration or termination of this Agreement.

                                    ARTICLE 9
                                  MISCELLANEOUS

9.1 The 2005 Consulting Agreement. The parties, by free and mutual consent
hereby agree to and do rescind the 2005 Consulting Agreement, and agree that all
of the parties' rights and obligations under the 2005 Consulting Agreement, were
null and void ab initio; that neither party does or shall have any obligations
or rights with respect to the other thereunder; and that the 2005 Consulting
Agreement is replaced and superseded in its entirety by this Agreement.

9.2 Further Assurances. Dr. Lindstrom agrees to assist eyeonics, or its
designee, at eyeonics' expense, in every proper way to secure eyeonics' rights
in the Inventions and Licensed Patents in any and all countries, including the
disclosure to eyeonics of all pertinent information and data with respect
thereto, the execution of all applications, specifications, oaths, assignments
and all other instruments which eyeonics shall deem necessary or appropriate in
order to apply for and obtain such rights and in order to assign and convey to
eyeonics, its successors, assigns, and nominees the sole and exclusive right,
title and interest in and to such Inventions and Licensed Patents. If eyeonics
is unable because of Dr. Lindstrom's unavailability or for any other reason to
secure his signature to file, prosecute,
<PAGE>

maintain or enforce any Licensed Patent, Dr. Lindstrom hereby irrevocably
designates and appoints eyeonics end its duly authorized officers and agents as
his agent and attorney in fact, to act for and in his behalf and steed for any
such purpose with the same legal force and effect as if executed by Dr.
Lindstrom.

9.3 General. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of California, without reference to its
principles of conflicts of law. The relationship of Dr. Lindstrom and eyeonics
established by this Agreement is that of independent contractors. Dr. Lindstrom
agrees not to disclose any terms of this Agreement to any third party without
the consent of eyeonics, except as required by securities or other applicable
laws, to prospective and other investors and such party's accountants, attorneys
and other professional advisors. This Agreement (i) may be assigned by eyeonics
to any entity provided that such entity agrees to be bound by the terms and
conditions contained herein (including but not limited to eyeonics' royalty
payment obligations in Article 2 above); and (ii) may be assigned by Dr.
Lindstrom with the prior written consent of eyeonics. This Agreement shall be
binding upon the successors and assigns of the parties. All notices, requests
and communications hereunder shall be in writing and shall be personally
delivered or sent by facsimile transmission (receipt confirmed), mailed by
registered or certified mail, postage prepaid, or sent by express courier
service (e.g., Federal Express), and shall be deemed to have been properly
served to the addressee upon receipt of such written communication, to the
address of the applicable party set forth below its signature, or such other
address as may be specified in writing to the other party. This Agreement and
the 2002 Consulting Agreement set forth the entire Agreement between the parties
with respect to the subject matter contained herein and supersede any previous
understandings, commitments or agreements, whether oral or written, with respect
to the subject matter contained herein including the 2005 Consulting Agreement.
This Agreement may only be amended with a writing signed by authorized
representatives of both parties hereto that specifically and expressly refers to
this Agreement. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY
SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING LOST OR
ANTICIPATED REVENUES OR PROFITS RELATING TO THE SAME), ARISING FROM ANY CLAIM
RELATING TO THIS AGREEMENT, WHETHER SUCH CLAIM IS BASED ON CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF AN AUTHORIZED REPRESENTATIVE OF
SUCH PARTY IS ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SAME. If any provision
of this Agreement shall be found by a court to be void, invalid or
unenforceable, the same shall be reformed to comply with applicable law or
stricken if not so conformable, so as not to affect the validity or
enforceability of the remainder of this Agreement.

9.4 Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but both of which together shall constitute one and
the same instrument.


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

Richard L. Lindstrom, M.D.              eyeonics, inc


By: /s/ Richard L. Lindstrom            By: /s/ J. Andy Corley
    ---------------------------------       ------------------------------------
                                        Name: J. ANDY CORLEY
                                        Title: CEO

Address: 710 E. 24th Street, #106       Address: eyeonics, inc.
         Minneapolis, MINN 55404                 26970 Aliso Viejo Pkwy.
                                                 Suite 100
                                                 Aliso Viejo, CA 92656
Facsimile: 612-813-3660                 Facsimile:
                                                   -----------------------------
<PAGE>

                                    EXHIBIT A

                                LICENSED PATENTS

1    Title: Accommodating Intraocular Lens (AT-45A or AT-45SEA). Applicants: J.
     Stuart Cumming. J. Andy Corley, Richard L. Lindstrom, Patent No.
     13533.4061.

<PAGE>

                            SUMMARY OF PROPOSED TERMS
                                LICENSE AGREEMENT
                            LINDSTROM-EYEONICS, INC.
                                February 9, 2006

<TABLE>
<S>                              <C>
PARTIES:                         Richard L. Lindstrom, MD and eyeonics, Inc.

LICENSED PATENTS:                U.S. patent applications that apply to drawings
                                 of the AT- 45A, otherwise known as the "silver
                                 bullet" and /or the crystalens aspheric and all
                                 worldwide patent applications relating or
                                 corresponding thereto including provisionals,
                                 divisions, continuations, continuations-in-
                                 part, re-examinations, reissues, and all
                                 patents issuing thereon, including extensions
                                 and reissues (the "Licensed Patents").

LICENSED PRODUCTS:               "Licensed Product" will mean any product whose
                                 sale would, but for the license granted to
                                 eyeonics, infringe a Valid Claim within the
                                 Licensed Patents in a country for which the
                                 product is sold.

                                 "Valid Claim" will mean the claims of issued,
                                 unexpired patents within the Licensed Patents
                                 that have not been held invalid or
                                 unenforceable.

                                 In the event that a patent is not, or cannot be
                                 obtained, a reduced commission (described in
                                 ROYATIES) will be paid for promotional
                                 activities

TERRITORY                        The Territory shall initially include all
                                 countries and territories of the world

LICENSE:                         Lindstrom has granted an exclusive license
                                 under the Licensed Patents, including the right
                                 to grant and authorize sublicenses, to make,
                                 have made, import, have imported, use, offer
                                 for sale and sell Licensed Products for all
                                 purposes in the Territory.
</TABLE>
<PAGE>

<TABLE>
<S>                              <C>
ROYALTIES:                       In countries where the sale of Licensed
                                 Products is covered by an issued Valid Claim
                                 within the Licensed Patents, eyeonics shall
                                 pay:

                                      -    a 2% royalty to Lindstrom on the
                                           first $5 million in sales, 1.5% on
                                           the second $5 million. 1% on
                                           remaining sales per annum on net
                                           sales of Licensed Products.

                                      -    If there is no valid patent, a 1%
                                           commission will be paid on the
                                           first $5 million in sales, 0.75% on
                                           the second $5 million, 0.5% on
                                           remaining sales per annum of the
                                           products.

                                 If any Licensed Products are sold in
                                 combination with other products which are not
                                 within the scope of the Licensed Patents, the
                                 royalties due to Lindstrom will be based on
                                 that proportion of the combination product
                                 reasonably attributable to the Licensed
                                 Patents.

THIRD PARTY LICENSES:            eyeonics shall be responsible for the payment
                                 of any amounts due to third parties to obtain
                                 any rights necessary to exploit the Licensed
                                 Patents. Any such payments paid by eyeonics may
                                 be credited against any amounts due to
                                 Lindstrom up to 50% of such amounts.

PATENT EFFORT BY EYEONICS:       eyeonics pledges to use its patent estate, know
                                 how, and best efforts to gain approval of the
                                 AT-45A (silver bullet) design for the US and
                                 ROW patents.

PROMOTION BY LINDSTROM:          In partial consideration for the royalties and
                                 other payments set forth in the license
                                 agreement, Lindstrom shall use diligent
                                 efforts, consistent with Law and sound
                                 professional standards, to promote and
                                 encourage the use of Licensed Products as
                                 requested and promoted by eyeonics, as set
                                 forth in the license agreement.
</TABLE>

<PAGE>

<TABLE>
<S>                              <C>
PATENT COSTS:                    EYEONICS will be responsible, using patent
                                 counsel, for preparing, filing, prosecuting and
                                 maintaining patent applications and patents
                                 relating to inventions included in the Licensed
                                 Patents, and shall consult and cooperate with
                                 Lindstrom in connection therewith. All
                                 reasonable patent expenses shall be paid by
                                 EYEONICS.

OTHER TERMS:                     The license agreement will contain additional
                                 terms reasonable and customary for agreements
                                 of this type, including without limitation,:
                                 infringement and litigation; disclaimer of
                                 warranties, indemnification; use of names and
                                 the like, provided the agreement shall not
                                 contain any other financial obligations of
                                 eyeonics except those set forth above. This
                                 term sheet is not intended to be binding, and
                                 shall not be construed to be binding upon the
                                 parties unless and until such time as the
                                 parties have executed a written definitive
                                 license agreement setting forth terms and
                                 conditions mutually agreed by the parties.
</TABLE>


/s/ Richard L. Lindstrom                Feb 13, 2006
-------------------------------------   Date
RICHARD L. LINDSTROM


/s/ J. Andy Corley                      2-14-06
-------------------------------------   Date
J. ANDY CORLEY