**Exhibit 10.29.1**

 

SECURED BRIDGE NOTE

 
| **Date:**                          |   | January  27, 2005                                                                                                                                                                                                                                                                                                                           |
|------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                               |   |                                                                                                                                                                                                                                                                                                                                        |
| **Maker:**                         |   | Refocus  Group, Inc., a Delaware corporation                                                                                                                                                                                                                                                                                                |
|                               |   |                                                                                                                                                                                                                                                                                                                                        |
| **Maker’s  Mailing Address:** |   | 10300  North Central Expressway, Suite 104                                                                                                                                                                                                                                                                                                  |
|                               |   | Dallas,  Texas 75231                                                                                                                                                                                                                                                                                                                        |
|                               |   |                                                                                                                                                                                                                                                                                                                                        |
| **Payee:**                         |   | Medcare  Investment Fund III, Ltd.                                                                                                                                                                                                                                                                                                          |
|                               |   |                                                                                                                                                                                                                                                                                                                                        |
| **Place  for Payment:**            |   | c/o  Mission City Management, Inc.                                                                                                                                                                                                                                                                                                          |
|                               |   | 8155  Datapoint, Suite 1000                                                                                                                                                                                                                                                                                                                 |
|                               |   | San  Antonio, Texas 78229                                                                                                                                                                                                                                                                                                                   |
|                               |   |                                                                                                                                                                                                                                                                                                                                        |
| **Principal  Amount:**             |   | Five  hundred thousand dollars (US$500,000)                                                                                                                                                                                                                                                                                                 |
|                               |   |                                                                                                                                                                                                                                                                                                                                        |
| **Annual  Interest Rate on**       |   |                                                                                                                                                                                                                                                                                                                                        |
| **Unpaid  Principal Until**        |   |                                                                                                                                                                                                                                                                                                                                        |
| **Maturity  Date:**                |   | 8%  per annum, calculated on the basis of a year of 360 days                                                                                                                                                                                                                                                                                |
|                               |   |                                                                                                                                                                                                                                                                                                                                        |
| **Annual  Interest Rate on**       |   |                                                                                                                                                                                                                                                                                                                                        |
| **Matured,  Unpaid Amounts:**      |   | 18% per annum                                                                                                                                                                                                                                                                                                                               |
|                               |   |                                                                                                                                                                                                                                                                                                                                        |
| **Terms  of Payment:**             |   | Principal  and interest are payable on or before the earlier of the First Closing Date  and July 26, 2005 (the “***Maturity Date***”).  “***First Closing Date***” means the  closing date of the issuance and sale by Maker to Payee and other investors  of $6,000,000 of convertible debt securities of the Company. |

 

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

 

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

 

If Maker defaults in the paymentof this Note, then Payee may declare the unpaid principal balance and interestthereon immediately due.  Maker and eachsurety, endorser and

 

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

 

If this Note is given to anattorney for collection, or if suit is brought for collection, or if it iscollected through probate, bankruptcy or other judicial proceeding, then Makershall pay Payee all costs of collection, including reasonable attorney’s feesand court costs, in addition to other amounts due.

 

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

 

Regardless of any provisioncontained herein or in any other instrument or agreement concerning the debtevidenced by this Note, interest on such debt shall not exceed the maximumamount of nonusurious interest that may be contracted for, taken, reserved,charged or received under law; any interest in excess of that maximum amountshall be credited on the principal of the debt or, if that has been paid,refunded.  On any acceleration orrequired or permitted prepayment, any such excess shall be canceledautomatically as of the acceleration or prepayment or, if already paid, creditedon the principal of the debt or, if the principal of the debt has been paid,refunded.  In determining whether or notthe interest paid or payable, under any specific contingency, exceeds themaximum amount of nonusurious interest, Maker and Payee shall, to the maximumextent permitted under applicable law, (a) characterize any nonprincipalpayment as an expense, fee or premium rather than as interest, (b) excludevoluntary prepayments and the effects thereof, and (c) spread the total amountof interest throughout the entire contemplated term hereof.

 

This Note is delivered and isintended to be paid and performed in the State of Texas, and the laws of suchstate shall govern the construction, validity, enforcement, and interpretationhereof.

 
|   | REFOCUS GROUP, INC. |             |
|--------|---------------------|------------------|
|   |                |             |
|   |                |             |
|   | By:                 |             |   |
|   | Name:               | Terence A. Walts |   |
|   | Title:              | President        |   |
|        |                     |                  |  |  |

 

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