Exhibit 10.6
                                  ------------

                                   Visx (logo)

                                 PATENT LICENSE
                                 --------------

This Patent  License  (this  "License")  is entered  into by and  between  VISX,
Incorporated  ("VISX") and the Licensee  listed below in connection with the use
of the  VISX  STAR  S2(TM)  Excimer  Laser  System  Serial  Number  C3095 _ (the
"System") and is effective as of the date of the later of the parties signatures
set out below.

------------------------------------------------|-------------------------------
The Licensee is:                                | The Authorized Users are:
Lasik America, Inc.                             | Stuart Cooper, M.D.
6644 Indian School Rd. NE                       | Alfred Lovato Jr., M.D.
Albuquerque, NM 87110                           | Donald E. Rodgers, M.D.
                                                | Stephen Graham, M.D.
System shall initially be installed at ("Site") | The License Fee is $100.00 per
                                                | Licensed Procedure
------------------------------------------------|-------------------------------

A.       WHO MAY USE THE SYSTEM?
         -----------------------

Authorized Users. Licensee and the individuals designated above (the "Authorized
----------------
Users") are the only persons permitted to use the System.  Licensee shall permit
only eye care  practitioners who have experience in the surgical  management and
treatment  of the cornea and who are legally  qualified,  properly  licensed and
fully  trained and  certified  by VISX (or its  designees)  to perform  Licensed
Procedures (as defined below) on the System. Licensee will provide VISX at least
10 days prior written notice of any change in the designated  Authorized  Users.
Licensee represents,  warrants and covenants that it is and its Authorized Users
are, and will remain for so long as Licensee is using the System, fully licensed
and legally  qualified  and  certified by VISX to perform the specific  Licensed
Procedure to be  performed,  and that  Licensee and its  Authorized  Users shall
remain trained in the proper  techniques for performing that Licensed  Procedure
in the most  effective and safe manner.  Licensee  shall notify VISX promptly of
any exception to the foregoing representation, warranty and covenant.

B.       INTELLECTUAL PROPERTY RIGHTS
         ----------------------------

1.   Patents.   The  System,   the  VisionKey  (R)  card,  and  certain  related
     -------
     disposables,  and their use, are covered by several  United States  patents
     for which VISX has the authority to provide this  License.  A list of these
     patents  is set forth in  Schedule A (the  "Patents").  The  Patents  cover
     apparatus and methods for performing  ophthalmic laser surgery.  Use of the
     System to perform any procedure covered by the Patents is prohibited unless


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     such use is authorized by a valid VISX Patent License.  The sale,  lease or
     other transfer of the System by VISX or any other person or entity does not
     in any way grant a license  under any  Patent to use the  System to perform
     any procedures. Such license may only be granted by the delivery to VISX of
     a fully-executed VISX Patent License.

2.   Ownership of Intellectual  Property Rights. VISX owns all right, title, and
     ------------------------------------------
     interest in the VisionKey cards, and in all of VISX's patents,  trademarks,
     trade names, inventions,  copyrights,  know-how, and trade secrets relating
     to the design,  use,  manufacture,  operation  or service of the System and
     relating to performance of Licensed Procedures.  The use by Licensee of any
     of these  intellectual  property  rights is permitted only for the purposes
     authorized in this License and only in  connection  with use of the System,
     and upon  termination  of this  License for any reason  such  authorization
     shall  cease.   Licensee   recognizes  that  performance  of  the  Licensed
     Procedures  without payment of the License Fee constitutes  infringement of
     VISX's intellectual property rights.

C.       GRANT
         -----

1.   License  Grant.  Subject to  Licensee's  compliance  with the terms of this
     --------------
     License.  VISX  continuations,  continuations-in-part,  divisional patents,
     reexaminations,  renewals,  hereby grants to Licensee the right and license
     under the Patents  (including  any extensions and reissues of such Patents)
     to perform,  and permit Authorized Users to perform,  any ultraviolet laser
     corneal surgery procedure using the System and related  disposables,  which
     performance  or use is  covered  by at  least  one  claim  of a  Patent  (a
     "Licensed  Procedure")  at the Site.  Upon breach by Licensee of any of its
     obligations  contained in this License, the license granted hereby shall be
     revoked and VISX shall have the right, without notice or demand, to disable
     or  take  possession  of  the  System.  This  License  is  limited  to  the
     performance of Licensed Procedures using the System.

2.   Consideration.  In consideration  for the license granted under the Patents
     -------------
     pursuant to Section C.1,  Licensee  shall pay the License Fee listed on the
     front  page of this  License  each  time the  System  is used to  perform a
     Licensed Procedure, except that the License Fee shall be $-0- each time the
     System  is  used to  perform  a  phototherapeutic  keratectomy  (PTK).  For
     convenience of the parties, payment of the License Fee is due upon shipment
     of each  VisionKey  card and payable on the terms set forth in the Sales or
     Lease Agreement. The License Fee does not include the cost of the card.

3.   Tampering.  Licensee 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 VISIONKEY CARD OR THE CARD
     READING  MECHANISM  IN ANY  WAY  CONSTITUTES  WILLFUL  INFRINGEMENT  OF THE
     INTELLECTUAL  PROPERTY LICENSED UNDER THIS LICENSE AND MAY ENDANGER PATIENT


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     SAFETY.  ANY  SUCH   MIDIFICATIONOR   ALTERATION  WILL  RENDER  THE  SYSTEM
     ADULTERATED UNDER THE FEDERAL FOOD, DRUG AND COSMETIC ACT AND COULD SUBJECT
     THE LICENSEE AND/OR THE AUTHORIZED  USERS TO ACTION BY THE FDA RESULTING IN
     SEIZURE, INJUNCTION, CIVIL PENALTIES, AND/OR CRIMINAL PROSECUTION.

4.   Term and  Termination.  This License will continue  until the expiration of
     ---------------------
     the last of the  Patents to expire  and  Licensee's  obligation  to pay the
     License Fee shall  terminate for a given procedure on the expiration of the
     last of the Patents  containing  one or more claims  which cover use of the
     System or performance of such procedure.  This License may be terminated at
     any time by VISX if (a)  Licensee  fails to make any payment due under this
     License  within 30 days of the due date,  (b)  Licensee has tampered in any
     way with the  VisionKey  card or the card reading  mechanism,  the software
     installed in the System,  or any other part of the System,  or (c) Licensee
     fails to cure any other  breach of this  License  within 30 days after VISX
     provides  written  notice  of such  breach  to  Licensee.  Upon  any  early
     termination,  Licensee and all Authorized  Users shall cease all use of the
     System.  Licensee  understands  that the  security  interest  in the system
     granted to VISX in the Sales or Lease  secures  performance  of  Licensee's
     obligations  under this License.  The respective  rights and obligations of
     VISX and Licensee under the provisions of Sections C.3, C.4, D.2, E.1, E.2,
     and E.4 shall survive any termination of this License.

D.       LOCATION AND CONDITION OF THE SYSTEM
         ------------------------------------

1.   Initial Installation Site.  The System shall initially be installed  at the
     -------------------------
     Site  designated  on the first page of this License.

2.   Relocation  and Transfer.  Licensee shall not move the System from the Site
     ------------------------
     unless it provides at least 30 days prior written notice of the new site to
     VISX.  Licensee  man not sell or otherwise  transfer the System  unless the
     proposed  transferee  has entered into the then current form of VISX Patent
     License for the System,  at which time this  License  shall  terminate  and
     Licensee's  rights  under  this  License  shall  expire.  Licensee  may not
     transfer or sublicense any of its rights or obligations  under this License
     without  VISX's  prior  written  consent,  except as may be implicit in its
     granting the Authorized  Users the privilege to use the System  pursuant to
     this License.

3.   Use and Maintenance. Licensee and the Authorized Users shall use the System
     -------------------
     only in accordance with the procedures and other  requirements set forth in
     the  user's  manuals  or other  documentation  accompanying  the  System or
     otherwise provided to Licensee by VISX.  Licensee shall cause the System to
     be properly  maintained in accordance  with VISX's service  recommendations
     and shall ensure that all Licensed  Procedures  performed  using the System
     are  performed  in a safe  and  effective  manner.  Licensee  shall  not be
     obligated  by this  License  to  retain  VISX or any of its  affiliates  to
     perform maintenance on the System.



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4.   Access to System.  Licensee shall allow VISX, at VISX's sole expense,  from
     ----------------
     time to time to install or to attach to the System,  and to modify,  adjust
     and read, a memory,  recording or other device and/or  software  (including
     telephone  connections  of the devices with VISX) which measures the number
     and types of Licensed Procedures performed with the System.  Licensee shall
     not permit anyone other than an authorized VISX  representative to alter or
     remove any such devices or software.  In  addition,  Licensee  shall permit
     VISX, its affiliates and authorized  representatives  to inspect the System
     and/or  Licensee's  records  at least  once  per  month  during  reasonable
     business  hours and upon at least 48 hours prior  notice for the purpose of
     obtaining the information  measured by any device or software  installed on
     the  System  and to monitor  Licensee's  compliance  with the terms of this
     License.


E.       LIABILITY, IMMUNITY, AND COMPLIANCE WITH LAWS
         ---------------------------------------------

1.   Disclaimer  of  Liability.   VISX  SHALL  NOT  BE  LIABLE  FOR  INCIDENTAL,
     -------------------------
     CONSEQUENTIAL,  INDIRECT OR SPEICAL DAMAGES OF ANY KIND,  INCLUDING BUT NOT
     LIMITED TO DAMAGTES 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,  PERFOMANCE,  FAILURE,  USE  OR
     INTERRUPTED USE OF ITS PRODUCTS,  OR THE  UNAUTHORIZED USE OF THE PRODUCTS.
     VISX'S  LIABILITY FOR ANY LOSS OR DAMAGE  ARISING OUT OF OR RESULTING  FROM
     THIS  LICENSE OR ITS  PERFORMANCE  OR  BREACH,  OR IN  CONNECTION  WITH THE
     PRODUCTS  FURNISHED  PURSUANT TO THIS  LICENSE,  WILL IN NO CASE EXCEED THE
     PRICE OF THE SPECIFIC PRODUCT WHICH GIVES RISE TO THE CLAIM.

2.   Required  Insurance.  Licensee shall maintain general  liability  insurance
     -------------------
     covering use of the System. Such insurance shall name VISX as an additional
     insured  and shall be in minimum  amounts  of  $1,000,000  per  occurrence,
     $5,000,000  annual  aggregate.  Licensee shall obtain from each  Authorized
     User  proof of  professional  liability  insurance  in  minimum  amounts of
     $1,000,000 per occurrence, $3,000,000 annual aggregate.

3.   Immunity and  Indemnification.  So long as the Licensee and its  Authorized
     -----------------------------
     Users  comply in full with  this  License  Agreement.  VISX  hereby  grants
     immunity to the Licensee and the Authorized  Users from any infringement or
     other legal action under the Patents  arising  from  Licensee's  use of the
     System to perform  Licensed  Procedures.  VISX makes no  representation  or
     warranty regarding the scope or validity of any of the Patents. VISX agrees
     to indemnify  Licensee and its Authorized Users against liability  actually
     and  reasonably  incurred  arising  from  a  third  party  claim  that  the
     possession or use of the System in accordance with VISX's  instructions for
     us  constitutes  an  infringement  of any  United  States  patent  or other
     intellectual  property right of such third party. This  indemnification  is
     subject  to  the  following  conditions:  (a)  Licensee  must  notify  VISX
     immediately  upon receipt of notice of any such claim,  (b)  Licensee  must


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     keep VISX fully informed of any  developments  in connection  with any such
     claim,  (c) Licensee shall  cooperate fully with VISX in the defense of any
     such claim,  and (d) VISX shall have the right to  undertake  the  defense,
     compromise or settlement of any such claim on Licensee's behalf, subject to
     Licensee's  approval which approval shall not unreasonably be withheld.  No
     implied licenses are created by this provision.

4.   Compliance  with Laws.  Licensee  shall comply  with,  and shall cause each
     ---------------------
     Authorized  User to comply with,  all laws,  rules and  regulations  of any
     governmental  authority applicable to use of the System,  including without
     limitation  the  federal  Food,  Drug  and  Cosmetic  Act and any  labeling
     requirements  of the United States Food and Drug  Administration.  Licensee
     shall  permit  VISX to affix to the  System  additional  notices  that VISX
     reasonably  deems  necessary.  Licensee shall not remove or tamper with any
     notices or labels affixed to the System.

F.       GENERAL PROVISIONS
         ------------------
This License between VISX And Licensee is binding on their respective successors
and permitted assigns and legal representatives.  This License is subject to and
interpreted  under  the  laws of the  State of  California  (without  regard  to
principle  of  conflict  of laws)  and  cannot be  amended,  nor can any term be
waived,  except in a writing  signed by both parties.  Any  controversy or claim
arising out of or  relating to this  License,  or the breach  thereof,  shall be
settle by arbitration administered by the American Arbitration Association under
its  Commercial  Arbitration  Rules,  and judgment on the award  rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof,  provided
however, that neither party shall be precluded from seeking injunctive relief in
a court of law. No waiver or  modification in any one instance shall be a waiver
or  modification  in any other.  No third  party  rights  will be created by the
execution or performance of this License.  This License  together with the Sales
or Lease Agreement,  as applicable,  contains the entire  understanding  between
VISX and Licensee with respect to its subject  matter and  supersedes  all other
agreements,  discussions, and understandings with respect to the subject matter.
Notices under this License  shall be sent by overnight  courier to the principal
offices of the subject  party.  If any provision  (or part of any  provision) of
this License,  or the enforcement  thereof,  is held to be illegal,  invalid, or
unenforceable,  then the parties shall  renegotiate this License promptly and in
good faith so as to place each of the  parties,  to the fullest  extent  legally
possible, in substantially the same economic position as each of them would have
been if such  illegality,  invalidity,  or  unenforceability  had not  occurred.
Section and subsection  headings in this License are included for convenience of
reference  only and  shall not  constitute  part of this  License  for any other
purpose or be given any substantive  effect. This License may be executed in one
or more  counterparts  all of  which  together  shall  constitute  one  original
document.

VISX, INCORPORATED                          LICENSEE

Signature:                                  Signature: /s/ Robert Helmer
          ----------------------------                ------------------------
Name:                                       Name: Robert Helmer
      --------------------------------           -----------------------------
Title:                                      Title: Chief Operating Officer
      --------------------------------             ---------------------------
Date:                                       Date:    5/11/01
      --------------------------------           -----------------------------
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                                   SCHEDULE A
                                   ----------
                              United States Patents
Patent Name                                                   U.S. Patent No.
-----------                                                   ---------------
VISX Patents
------------
  Method for Ophthalmological Surgery                              4,665,913
  Method and Apparatus for Analysis and Correction                 4,669,466
  Abnormal Refractive Errors of the Eye
  Apparatus for  Ophthalmological  Surgery                         4,718,418
  Apparatus for Analysis and Correction of Abnormal Refractive     4,721,379
  Errors of the Eye
  Apparatus for Performing Ophthalmic Laser Surgery                4,729,372
  Method for Performing Ophthalmological Surgery                   4,732,148
  Method of Laser-Sculpture of the Optically Used Portion of       4,773,414
  The Cornea
  Method of Laser-Sculpture of the Optically Used Portion of       4,798,204
  The Cornea
  Ultraviolet Radiometer                                           4,885,471
  Topography  Measuring  Apparatus                                 4,902,123
  Method and Apparatus for Performing A Keratomileusis or the      4,903,695
  Like Operation  (includes LASIK)
  Eye Restraining Device                                           4,905,711
  Sculpture Apparatus for Correcting  Curvature of Cornea          4,911,711
  Beam Intensity Profilometer                                      4,916,319
  Topography Measuring Apparatus                                   4,993,826
  Topography Measuring Apparatus                                   4,998,819
  Gas Purging, Eye Fixation Hand Piece                             5,009,660
  Topography Measuring Apparatus                                   5,106,183
  Laser Surgery Method (Includes LASIK)                            5,108,388
  Photorefractive Keratectomy                                      5,163,934
  Method and Apparatus for Ophthalmologic Surgery                  5,188,831
  Method and Apparatus for Ophthalmologic Surgery                  5,207,668
  Apparatus for Performing Ophthalmologic Surgery                  5,219,343
  Method and Apparatus for Laser Sculpture of the Cornea           5,219,344
  Apparatus for Perfoming Ophthalmological Surgery                 5,312,320
  Rectilinear Photokeratoscope                                     5,339,121
  Ophthalmic Method for Laser Surgery of the Cornea                5,507,741
  In Situ Astigmatism Axis Alignment                               5,549,597
  Method and System for Laser Treatment of Refractive Error        5,556,395
  Using an Offset Image of a Rotatable Mask
  Method and Apparatus for Temporal and Spatial Beam Integration   5,646,791
  Laser Surgery Apparatus and Method                               5,711,762
  Laser Surgery Apparatus and Method                               5,735,843
  Method and Apparatus for Temporal and Spatial Beam Integration   5,912,775

IBM Patent
----------
  Far Ultraviolet Surgical and Dental Procedures                   4,784,135



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Summit Patents
--------------
  Laser Reprofiling Systems and Methods                            4,856,513
  Surface Erosion Using Lasers                                     4,941,093
  Surgical Apparatus for Modifying the Curvature of the Eye Cornea 4,973,330
  Surface Shaping Using Laser                                      4,994,058
  LaserReprofiling system Employing an Erodable Mask               5,019,074
  Optical System for Use in a Surgical Apparatus                   5,147,352
  Laser Reprofiling System Employing a Photodecomposable Mask      5,432,801
  Laser Corneal Surgery                                            5,423,801













































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