Exhibit 10.5
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   V   I   S   X      3400 Central Expressway
WE MAKE THINGS CLEAR  Santa Clara, CA 95051-0703             sales agreement
                      Tel: (408) 733-2020
                      FAX: (408) 773-7055

BILL TO: Lasik America, Inc.                SHIP TO: Lasik America, Inc.
"Buyer"  6644 Indian School Rd. NE                   6644 Indian School Rd. NE
         Albuquerque, NM 87110                       Albuquerque, NM 87110

Telephone No.   505-837-2020                Telephone No.   505-837-2020
Contact:   Robert Helmer                    Contact:        Robert Helmer
---------|--------|----------------------|--------------|-----------------------
DATE     |SHIP VIA|           F.O.B.     | PAYMENT TERMS|ESTIMATED DELIVERY DATE
---------|--------|----------------------|--|-----------|-----------------------
         |        |Destination - Charge Back| Net 30    |
---------|--------|-------------------------|----|------|------|----------------
QUANTITY |ITEM NO.| PRODUCT DESCRIPTION "PRODUCT"| UNIT COST   | EXTENDED COST
---------|--------|------------------------------|-------------|----------------
         |        | VISX VisionKey(R)Cards       |  $10.00     |
All taxes|        | S/N 3095                     |(plus        |
Shipping,|        |                              | applicable  |
and      |        |                              | licensefee) |
Insurance|        |                              |    Subtotal:|
are the  |        |                              |Less Deposit:|
Buyer's  |        |                              |         Tax:|
respons- |        |                              |Shipping/Ins:|
ibility  |        |                              |       TOTAL:|
         |        |                              |             |
---------|--------|------------------------------|-------------|----------------
SALES TAX STATUS:
Goods are being purchased for resale: Yes X  No   (check one).
                                        ----   ---
If yes,  resale  certificate  #  Applied  for  5/10/01  (please  attach  copy as
required).                    -------------------------
Purchaser of goods being purchased is exempt
                            from sales tax: Yes    No   (check one).
                                              ---    ---
If yes, please state basis and provide exemption certificate as appropriate.
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CAUTION: THE VISX STAR EXCIMER LASER SYSTEM (T M) (THE "SYSTEM) MAY ONLY BE USED
IN THE  UNITED  STATES  BY EYE CARE  PRACTIONERS  WHO HAVE BEEN  TRAINED  IN THE
SYSTEM'S  CALIBRATION  AND  OPERATION  AND WHO HAVE  EXPERIENCE  IN THE SURGICAL
MANAGEMENT  AND  TREATMENT  OF THE  CORNEA.  THE  SYSTEM MAY ONLY BE USED IN THE
UNITED STATES FOR PERFORMING  INDICATIONS APPROVED BY THE UNITED STATES FOOD AND
DRUG  ADMINISTRATON,  AS DESCRIBED IN THE VISX  OPERATOR'S  MANUALS.  USE OF THE
SYSTEM FOR ANY OTHER PROCEDURE IS INVESTIGATIONAL.

USE OF THE SYSTEM IS PROHIBITED IN THE ABSENCE OF A VALID VISX PATENT LICENSE.


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VISX  RESERVES  THE RIGHT TO REJECT ALL  ORDERS  PRIOR TO  SHIPMENT  IN ITS SOLE
DEISCRETION.  THE SALE OF THE PRODUCTS IS GOVERNED BY THIS SALES  AGREEMENT WITH
THE ATTACHED TERMS AND CONDITIONS. NO TERM OR CONDITION CONTAINED IN THE BUYER'S
PURCHASE  ORDER (OTHER THAN  SHIPPING  DESTINATION)  SHALL APPLY AND VISX HEREBY
OBJECTS TO ANY SUCH TERM OR CONDITION.

ACCEPTED:                           AGREED:
VISX, INCORPORATED                  BUYER
                                    I am authorized to sign this Sales
                                    Agreement on Buyer's behalf.
                                    /s/ Robert S. Helmer
--------------------------------    ------------------------------------
By:                                 Print Name: Robert S. Helmer
Title:                              Print Title: Chief Operating Officer
Date:                               Print Date: 5/10/01
                          Terms and Conditions attached

                 TERMS AND CONDITIONS OF SALE FOR VISX PRODUCTS

Purchase. Subject to these Terms and conditions. Buyer  agrees  to  purchase and
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VISX agrees to sell the Products  described on the front page of these Terms and
Conditions,  provided that VISX retains title to the VisionKey card data and all
copyrights,  trade secret rights and other  intellectual  property  rights.  All
sales,  use,  and other  taxes and  charges  that VISX may be required to pay or
collect with respect to the Products  covered by this Agreement shall be charged
to the Buyer.

Restrictions.  Use of the VISX Excimer Laser System (T M) (the "System)  and the
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Vision Key cards is subject to Buyer's  agreement  to the terms of the  separate
VISX Patent  License (the "License  Agreement").  The License  Agreement must be
executed by Buyer prior to  installation  of the  System.  Sale of the  Products
alone shall in no way be construed as an implied  license to perform  procedures
using the System, nor does sale of Products convey any license,  expressly or by
implication, to manufacture, duplicate or otherwise copy or reproduce any of the
Products.  Buyer man not assign or otherwise  transfer this  Agreement or any of
its rights or obligations hereunder.  Buyer is prohibited from tampering with or
attempting  to reverse  engineer  the  VisionKey  card or any device or software
installed  on the System for the  purpose of  monitoring  the number of Licensed
Procedures  performed.  MODIFYING  OR ALTERING  THE SYSTEM,  THE SOFTWARE IN THE
SYSTEM,  THE VISIONKEY CARD OR THE CARD READING MECHANISM IN ANY WAY CONSTITUTES
WILLFUL  INFRINGEMENT OF VISX'S  INTELLECTUALPROPERTY  AND MAY ENDANGER  PATIENT
SAFETY AND COSMETIC ACT AND COULD SUBJECT THE BUYER AND/OR THE AUTHORIZED  USERS
TO ACTION BY THE FDA RESUTING IN SEIZURE,  INJUNCTION,  CIVIL PENALTIES,  AND/OR
CRIMINAL PROSECUTION.

Security Interest. Buyer hereby grants to VISX a security interest in all of its
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right and interest, now or in the future,in and to the System and all additions,
accessions,  and  upgrades  to the System to secure  performance  of the Buyer's
obligations  under the License  Agreement,  including the  obligation to pay the
fees associated with performance of Licensed Procedures. Buyer agrees to execute

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any documents as reasonably requested by VISX to perfect and enforce its rights.
Buyer  understands that if it breaches any obligation in the License  Agreement,
VISX will be  entitled  to disable  or take  possession  of the  System  without
notice.

Downpayment and Cancellation. If Buyer cancels delivery prior to shipment of the
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Products, any downpayment paid by Buyer shall be non-refundable.

Delivery.  VISX shall use reasonable efforts to deliver the Products on the date
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specified on the front of these Terms and Conditions.  Risk of loss of or damage
to the Products  shall pass to Buyer upon  delivery to the Buyer's  location set
forth  under "Ship To" on the front page of these  Terms and  Conditions.  Buyer
shall obtain and maintain at its own expense insurance against loss of or damage
to the System,  and public  liability  and property  damage  insurance,  for the
period  beginning on the date of delivery to Buyer's  location and ending on the
date full payment for the System is made.  VISX  reserves  title to all Products
until full payment has been  received,  except that title to VisionKey card data
remains in VISX.  Shipping,  delivery and installation dates are approximate and
are based upon prompt  receipt of all  necessary  information.  VISX will not be
liable for  failure to ship  products in  connection  with  governmental  order,
strikes, floods, fires,  earthquakes,  and other causes reasonably beyond VISX's
control,  including  inability to obtain labor or materials or other  production
delays, in which case VISX may postpone delivery,  shipment,  or installation at
its option without liability.

Installation and Acceptance.  VISX  will install  the System at Buyer's facility
---------------------------
and shall complete the items required by VISX's standard installation checklist.
Upon successful  completion of the items on the  installation  checklist.  Buyer
will sign the delivery  and  acceptance  form  acknowledging  acceptance  of the
System.

Buyer's Remedies.  In  the  event  of  a  breach  by  VISX  of any of the terms,
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provisions,   or  warranties  under  this  contract,   or  a  violation  of  any
representation  made in this Agreement.  VISX's sole and exclusive liability and
Buyer's sole and  exclusive  remedy shall be limited at VISX's  option to either
(a) repair or replacement of any goods which are the subject of any such breach,
default or violation,  or (b) refund of the purchase price of such goods. EXCEPT
AS SET FORTH IN THE ATTACHED  "TERMS OF WARRANTY OF VISX EXCIMER LASER  SYSTEM,"
ALL  WARRANTIES  OF ANY NATURE,  EXPRESS OR IMPLIED,  INCLUDING  ANY WARRANTY OF
MERCHANTABILITY  OR  FITNESS  FOR  A  PARTICULAR   PURPOSE,   ARE  EXCLUDED  AND
DISCLAIMED.

Training.  VISX  will  provide  Buyer with initial system operator and physician
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training as  specified by the Food and Drug  Administration,  not to exceed five
(5)  physicians  per  System;  training  for  additional  system  operators  and
physicians will be provided at VISX's standard  charges.  VISX will notify Buyer
of any  further  training  that may be required in the future to comply with FDA
requirements of VISX licensing policies.


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Governing Law.  This Agreement shall be governed by and construed under the laws
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of the State of California  without regard to conflict of law principles.  Buyer
consents to the  jurisdiction  of the federal and state courts in California and
agrees that venue shall lie exclusively in Santa Clara County, California.

Arbitration.  Any controversy or claim arising out of or relating to  this Sales
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Agreement, or the beach thereof, shall be finally settled by binding arbitration
in Santa Clara County,  California under the Commercial Arbitration Rules of the
American Arbitration  Association by one arbitrator appointed in accordance with
such Rules;  provided,  however,  that  neither  party shall be  precluded  from
seeking  injunctive  relief in a court of law. Judgment on the award rendered by
the arbitrator may be entered in any court having jurisdiction thereof.

Entire Agreement; No Modification.   This  writing  together  with  the  License
---------------------------------
Agreement is intended by VISX and Buyer as a final expression of their agreement
and as a complete and exclusive  statement of the terms of their  agreement.  No
course of Prior dealings  between the parties and no usage of the trade shall be
relevant  to  supplement  or  explain  any  term  used  in  this  Agreement.  No
modification  of or  amendment to this  Agreement,  nor any waiver of any rights
under this Agreement,  shall be effective  unless in writing signed by the party
to be charged.

Limitation  Period.   No  suit  or  legal  proceeding  arising  under the terms,
------------------
conditions, and warranty provisions of this Sales Agreement shall in any case be
maintainable  against VISX unless commenced or made against VISX within one year
after the expiration of the applicable  warranty  period,  and the lapse of such
period shall be a complete bar to any recovery in any such suit or proceeding.

Severability of Terms.  If  any  term  or  condition (or part thereof) contained
---------------------
herein is held to be invalid,  the remaining  terms and conditions of this Sales
Agreement shall not be affected thereby.

                 TERMS OF WARRANTY OF VISX EXCIMER LASER SYSTEM

Product Warranty.  VISX warrants that, subject to the limitation and  disclaimer
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below, the System and VisionKey cards will be free from defects in materials and
workmanship  for a period of one year from the date of initial  installation  of
the  System  when  properly  installed,  maintained,  and used for its  intended
purpose.  During the warranty period VISX will, at its option,  either repair or
replace any  equipment  that does not  conform  with the  foregoing  warranty or
refund the purchase price.

Warranty Repair.  Before returning any Product to VISX Buyer  shall first obtain
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return material  authorization  from the VISX Service  Department.  The Returned
Material Authorization Number issued by VISX must be noted on the outside of the
shipping container.  VISX DISCLAIMS ALL LIABILITY WITH RESPECT TO DATA CONTAINED
IN ANY PRODUCT RETURNED FOR REPAIR.

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Limitations.  This  warranty  applies  only  to the end user who is the original
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purchaser of the Product, and only so long as the Product is used in the country
to which it was originally  shipped by VISX. This warranty will not apply to any
Product that has been subjected to improper  operation,  unauthorized  repair or
modification of hardware or software,  or operation outside of the environmental
specifications  of the  Product.  This  warranty  is null  and  void if the user
attempts  to  service  or  repair  the  Products   (other  than  performing  the
maintenance  described in the operator and technical manuals),  or if service is
performed by persons who are neither  trained nor  certified by VISX.  TAMPERING
WITH THE VISIONKEY CARD OR THE SYSTEM'S CARD READER INSTALLED IN THE SYSTEM WILL
AUTOMATICALLY VOID THIS WARRANTY.

Disclaimer.  EXCEPT AS SET FORTH HEREIN, ALL WARRANTIES OF ANY NATURE, EXPRESSOR
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IMPLIED,  INCLUDING ANY WARRANTY OF  MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE,  ARE EXPRESSLY  EXCLUDED AND DISCLAIMED.  THE FOREGOING  WARRANTIES ARE
EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,  EXPRESS,  IMPLIED,  STATUTORY OR
OTHERWISE.  VISX DOES NOT WARRANT THAT THE  OPERATION  OF THE  PRODUCTS  WILL BE
UNINTERRUPTED OR ERROR FREE.

Service  Contract.  VISX  offers  repair  and  maintenance  services  beyond the
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warranty period under a separate service contract.  Any  out-of-warranty  repair
services provided to Buyer without a service contract shall be paid for by Buyer
at VISX's standard charges.

Limitation of Liability.  VISX WILL NOT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL,
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INDIRECT OR SPECIAL  DAMAGES OF ANY KIND,  INCLUDING  BUT NOT LIMITED TO DAMAGES
FOR LOSS OF REVENUE,  LOSS OF DATA, LOSS OF BUSINESS OR BUSINESS  OPPORTUNITY OR
OTHER   FINANCIAL  LOSS  ARISING  OUT  OF  OR  IN  CONNECITON   WITH  THE  SALE,
INSTALLATION,  PERFORMANCE,  FAILURE, USE OR INTERRUPTED USE OF ITS PORDUCTS, OR
THE  UNAUTHORIZED  USE OF THE PRODUCTS.  VISX'S LIABILITY FOR ANY LOSS OR DAMAGE
ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR ITS PERFORMANCE OR BREACH, OR
IN CONNECTION WITH THE PRODUCTS FURNISHED HEREUNDER,  WILL IN NO CASE EXCEED THE
PRICE OF THE SPECIFIC PRODUCT WHICH GIVES RISE TO THE CLAIM.


















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