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                                                                   EXHIBIT 10.14


                           EXCLUSIVE LICENSE AGREEMENT



This Agreement ("Agreement") effective as of March 29, 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 Steven
Dell, M.D., an individual, ("Dr. Dell").

WHEREAS, Dr. Dell owns, or has an ownership interest in, the drawings of the
SD2, SD3 and SD4 intraocular lens; certain improvements, modifications and
derivatives thereof; and related subject matter (the "Inventions").

WHEREAS, Dr. Dell 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. Dell'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.

"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, 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 sells a Licensed 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. In addition, Net Sales shall not include shipments of
Licensed 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 product, composition or material.

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

"Territory" shall mean worldwide.

"Valid Claim" shall mean a claim of an issued and unexpired patent or a claim of
a pending patent application 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


<PAGE>

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. Notwithstanding the foregoing
provisions of this paragraph, if a claim of a pending patent application has not
issued as a claim of an issued patent, within five (5) years after the date from
which such claim takes priority, such pending claim shall not be a Valid Claim
for purposes of this Agreement unless and until the patent is issued including
such claim.

                                    ARTICLE 2
                                     LICENSE

2.1 License. Dr. Dell hereby grants to eyeonics an exclusive license under any
and all of Dr. Dell'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 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.

2.3 Know-How. At the reasonable request and reasonable expense of eyeonics, Dr.
Dell agrees to transfer to eyeonics all know-how in his control that is
necessary or useful to enable eyeonics to practice the license granted herein
and, at the reasonable request and reasonable expense of eyeonics, to make
himself available at reasonable times to assist eyeonics in such enablement.

                                    ARTICLE 3
                                    ROYALTIES

3.1 Base Royalty. In consideration of the rights and licenses granted by Dr.
Dell to eyeonics herein, eyeonics agrees to pay to Dr. Dell a running royalty of
*** percent (***%)1 of Net Sales of Licensed Products.

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

3.3 Multiple Royalties. If eyeonics or its Affiliate is required to pay a third
party amounts with respect to a Licensed 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
Licensed Product, eyeonics may deduct such amount owing to such third parties
(prior to any reductions) from the royalty owing to Dr. Dell for the sale of
such Licensed 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. Dell pursuant to Section 3.1 above be so reduced to less than *** percent
(***%)2 of the amount that would otherwise be due Dr. Dell thereunder.

3.4 Combination Products. In the event that a Licensed 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 Licensed 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 Licensed 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 amounts payable under
this Article 3 to be determined. Upon Dr. Dell's written request, but not more
frequently than once per calendar year, eyeonics shall permit representatives or
agents of Dr. Dell, at Dr. Dell'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.


----------

1 *** Indicates that confidential treatment has been sought for this
information.

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Dell's request. In the event that the amounts due to Dr. Dell are determined to
have been underpaid, eyeonics shall pay to Dr. Dell 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. Dell
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. Dell a semi-annual royalty report as follows: Within sixty (60) days after
the end of each semi-annual period, eyeonics shall deliver to Dr. Dell 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. Dell. Simultaneously with the delivery of each such report, eyeonics
shall pay to Dr. Dell the total royalties, if any, due to Dr. Dell for the
period of such report. If no royalties are due, eyeonics shall so report. Dr.
Dell shall not provide to third parties any information contained in reports
provided to Dr. Dell under this Section 3.6, or learned by Dr. Dell under
Section 3.5 above. The reports provided to Dr. Dell by eyeonics hereunder and
all information contained therein shall be considered Confidential Information.

3.7 Payments. All amounts payable hereunder by eyeonics shall be payable in
United States Dollars to Dr. Dell. 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.

3.8 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. Dell 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. Dell 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. Dell.

     ii. Subject to eyeonics' election rights in the third sentence of part (i)
above of in this Section 4.1, eyeonics agrees to use its commercially reasonable
efforts to obtain patent protection for the SD4 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. Dell reasonably informed as to the defense and/or
settlement of such action. Dr. Dell 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. Dell'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 Licensed 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. Dell to do so, (or within such
shorter period which may be required to preserve the legal rights of Dr. Dell
under the laws of the relevant government), Dr. Dell may initiate such action at
its expense with


<PAGE>

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.
Dell from an action to enforce the Licensed Patents shall be first applied to
reimburse Dr. Dell'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 *** percent (***%)2 to Dr. Dell and *** percent (***%) 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. Dell.

4.3 Cooperation. In any suit, action or other proceeding in connection with
enforcement and/or defense of the Licensed Patents, Dr. Dell 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. Dell 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.

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. Dell agrees that, during the term of this Agreement and for a period of
three (3) years thereafter, Dr. Dell 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. Dell 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. Dell whether
before or after the Effective Date). Confidential Information shall not include
information that Dr. Dell can demonstrate (i) has become part of the public
domain except by breach of this Agreement; (ii) Dr. Dell knew prior to the
disclosure of such Confidential Information by eyeonics to Dr. Dell, in the case
of Confidential Information disclosed by eyeonics to Dr. Dell; or (iii) Dr. Dell
learned from a third party source having no duty of confidentiality to eyeonics.
Dr. Dell may lecture upon, disseminate and publish under Dr. Dell'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.
Dell 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. Dell represents and warrants that: (i) his ownership
interest in and to the Licensed Patents 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 January 1, 2004 through the Effective Date,
there are no other inventions, whether patentable or not, other than the
Inventions licensed herein, conceived, made or reduced to practice by Dr. Dell
related to eyeonic's 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



2 *** Indicates that confidential treatment has been sought for this
information.

<PAGE>

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. Dell 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. Dell, 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. Dell;
or (ii) breach of any of the terms or conditions of this Agreement, including
the representations and warranties made by Dr. Dell in Section 6.1. Dr. Dell
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. Dell'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 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 9.2 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, at any time by giving Dr. Dell 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, the license granted
under Section 2.1 above shall terminate with respect to such Licensed Product,
and the same shall cease to be a Licensed Product 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. Dell such
amounts that would otherwise be due to Dr. Dell hereunder for such Sublicensee's
activities under such sublicense.

     iii. Articles 1, 5, 6, 7, 8 and 9 and Sections 3.5, 3.7 and 3.8 shall
survive the expiration and any termination of this Agreement. Except as
otherwise provided in this Article 8, all rights and obligations of the parties
under this Agreement shall terminate


<PAGE>

upon the expiration or termination of this Agreement.

                                    ARTICLE 9
                                  MISCELLANEOUS

9.1 Further Assurances. Dr. Dell 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. Dell's unavailability or for any other reason to secure
his signature to file, prosecute, maintain or enforce any Licensed Patent, Dr.
Dell hereby irrevocably designates and appoints eyeonics and its duly authorized
officers and agents as his agent and attorney in fact, to act for and in his
behalf and stead for any such purpose with the same legal force and effect as if
executed by Dr. Dell.

9.2 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. Dell and eyeonics
established by this Agreement is that of independent contractors. Dr. Dell
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. Dell
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 sets forth the entire
agreement between the parties with respect to the subject matter contained
herein and supersedes any previous understandings, commitments or agreements,
whether oral or written, with respect to the subject matter contained herein.
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.

9.3 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.

Steven M. Dell, M.D.                       eyeonics, inc

By: /s/ Steven M. Dell, M.D.               By: /s/ J. Andy Corley

                                           Name: J. Andy Corley

                                           Title: CEO



Address:1750 Far Gallant                   Addresss: 20970 AV Pkwy

           Austin, TX  78746               Aliso Viego

Facsimile:  512.328.8329                   Facsimile:



<PAGE>

                                    EXHIBIT A

                                LICENSED PATENTS



1.   Title: Floating Optic Accommodating Intraocular Lens (SD2). Applicant:
     Steven J. Dell. Patent No. 13533.4060

2.   Title: Floating Optic Accommodating Intraocular Lens (SD4). Applicant's: J.
     Stuart Cumming, Steven J. Dell, Jonathan R. Soiseth. Patent No. 13533.4063.