**Exhibit10.29.3**

 

**Guaranty**

 
| Date:                            |   | January 27, 2005                                                                                                                                                                                                                                                                                             |
|----------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                             |   |                                                                                                                                                                                                                                                                                                         |
| Guarantors:                      |   | Refocus Ocular, Inc., a Delaware corporation                                                                                                                                                                                                                                                                 |
|                             |   | 10300 North Central Expressway, Suite 104                                                                                                                                                                                                                                                                    |
|                             |   | Dallas, Texas 75231                                                                                                                                                                                                                                                                                          |
|                             |   |                                                                                                                                                                                                                                                                                                         |
|                             |   | PC Lens Corp, a  Delaware corporation                                                                                                                                                                                                                                                                        |
|                             |   | 10300 North Central  Expressway, Suite 104                                                                                                                                                                                                                                                                   |
|                             |   | Dallas, Texas 75231                                                                                                                                                                                                                                                                                          |
|                             |   |                                                                                                                                                                                                                                                                                                         |
|                             |   | Refocus Ocular Europe –  SPRL, a Belgian company                                                                                                                                                                                                                                                        |
|                             |   | c/o QUA SYS                                                                                                                                                                                                                                                                                                  |
|                             |   | Boulevard Frère Orban,  35A                                                                                                                                                                                                                                                                             |
|                             |   | 4000 Liège Belgium                                                                                                                                                                                                                                                                                      |
|                             |   |                                                                                                                                                                                                                                                                                                         |
| Borrower:                        |   | Refocus Group, Inc., a Delaware corporation                                                                                                                                                                                                                                                                  |
|                             |   |                                                                                                                                                                                                                                                                                                         |
| Borrower’s Mailing Address: |   | 10300 North Central Expressway, Suite 104                                                                                                                                                                                                                                                                    |
|                             |   | Dallas, Texas 75231                                                                                                                                                                                                                                                                                          |
|                             |   |                                                                                                                                                                                                                                                                                                         |
| Lender:                          |   | Medcare Investment Fund III, Ltd.                                                                                                                                                                                                                                                                            |
|                             |   |                                                                                                                                                                                                                                                                                                         |
| Lender’s Mailing Address:   |   | c/o Mission City Management, Inc.                                                                                                                                                                                                                                                                            |
|                             |   | 8122 Datapoint, Suite 1000                                                                                                                                                                                                                                                                                   |
|                             |   | San Antonio, Texas 78229                                                                                                                                                                                                                                                                                     |
|                             |   |                                                                                                                                                                                                                                                                                                         |
| Guaranteed Indebtedness:         |   | The debt evidenced by the Secured Bridge Note dated  January 27, 2005 in the original principal amount of $500,000, executed by  Borrower and payable to the order of Lender, plus all interest, penalties,  expenses, attorney’s fees, and other collection costs as provided in the  promissory note. |

 

1.             Each Guarantoragrees to pay, when due or declared due, the Guaranteed Indebtedness to Lenderat Lender’s Mailing Address.

 

2.             Each Guarantorwaives (a) diligence in preserving liability of any person on the GuaranteedIndebtedness and in collecting or bringing suit to collect the GuaranteedIndebtedness; (b) all rights of Guarantor under chapter 34 of the TexasBusiness and Commerce Code and rule 31 of the Texas Rules of Civil Procedure;(c) protest; (d) notice of extensions,

 

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increases, renewals, or rearrangements of the Guaranteed Indebtedness;and (e) notice of acceptance of this guaranty, of creation of the GuaranteedIndebtedness, of failure to pay the Guaranteed Indebtedness as it matures, ofany other default, of adverse change in Borrower’s financial condition, ofrelease or substitution of collateral, of intent to accelerate, ofacceleration, and of subordination of Lender’s rights in any collateral, andevery other notice of every kind. Guarantor’s obligations under this guarantywill not be altered nor will Lender be liable to Guarantor because of anyaction or inaction of Lender in regard to a matter waived or of which notice iswaived by Guarantor in the preceding sentence.

 

3.             Each Guarantor agreesto pay reasonable attorney’s fees and other collection costs if this guarantyis placed in the hands of an attorney for collection. If any party retains anattorney to enforce this guaranty, the party prevailing in litigation isentitled to recover reasonable attorney’s fees and court and other costs.

 

4.             This guaranty is anabsolute, irrevocable, unconditional, and continuing guaranty of payment andperformance and not of collection.

 

5.             Lender need notresort to Borrower or any other person or proceed against collateral beforepursuing its rights against a Guarantor or any other guarantor. Lender’s actionor inaction with respect to any right of Lender under the law or any agreementwill not alter the obligation of any Guarantor hereunder. Lender may pursue anyremedy against Borrower or any collateral or under any other guaranty withoutaltering the obligations of any Guarantor hereunder and without liability to anyGuarantor, even though Lender’s pursuit of such remedy may result in a Guarantor’sloss of rights of subrogation or to proceed against others for reimbursement ofcontribution or any other right.

 

6.             Each Guarantor willremain liable for the Guaranteed Indebtedness even though the GuaranteedIndebtedness may be unenforceable against or uncollectible from Borrower or anyother person because of incapacity, lack of power or authority, discharge, orany other reason.

 

7.             Each Guarantorconsents and acknowledges that such Guarantor’s obligations will not bereleased by (a) the renewal, extension, or modification of the GuaranteedIndebtedness or the promissory note evidencing same; (b) the insolvency,bankruptcy, liquidation, or dissolution of Borrower or any other obligor; (c)the failure of Lender to properly obtain, perfect, or preserve any securityinterest or lien in any collateral for the Guaranteed Indebtedness; (d) therelease, substitution, or addition of any collateral for the GuaranteedIndebtedness; or (e) the failure of Lender to exercise diligence, commercialreasonableness, or reasonable care in the preservation, enforcement, or sale ofany of the collateral.

 

8.             Lender need notnotify the Guarantors that Lender has sued Borrower, but if Lender giveswritten notice to any Guarantor that it has sued Borrower, such Guarantor willbe bound by any judgment or decree, to the extent permitted by law.

 

9.             Lender may sue anyguarantor without impairing Lender’s rights against any other

 

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guarantor, with or without making Borrower a party. Lender may settlewith Borrower or any other guarantor for such amounts as it may elect or mayrelease Borrower or any guarantor or any collateral securing the GuaranteedIndebtedness without impairing Lender’s right to collect the GuaranteedIndebtedness from Guarantor.

 

10.           This guaranty binds theGuarantors and their respective heirs, successors, and assigns, and it benefitsand may be enforced by Lender and Lender’s successors in interest. When thecontext requires, singular nouns and pronouns include the plural. This guarantywill be construed under the laws of the state of Texas, without regard tochoice-of-law rules of any jurisdiction. The provisions of this guaranty areseverable. If a court of competent jurisdiction finds that any provision of thisguaranty is unenforceable, then the remaining provisions will remain in effectwithout the unenforceable parts.

 

11.           FINAL AGREEMENT:THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES ANDMAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENTORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEENTHE PARTIES.

 

 
|   | REFOCUS OCULAR, INC.              |             |
|--------|-----------------------------------|------------------|
|   |                              |             |
|   |                              |             |
|   | By:                               |             |   |   |
|   | Name:                             | Terence A. Walts |   |
|   | Title:                            | President        |   |
|   |                              |             |
|   |                              |             |
|   | PC LENS CORP                      |             |
|   |                              |             |
|   |                              |             |
|   | By:                               |             |   |   |
|   | Name:                             | Terence A. Walts |   |
|   | Title:                            | President        |   |
|   |                              |             |
|   |                              |             |
|   | REFOCUS OCULAR EUROPE – SPRL |             |
|   |                              |             |
|   |                              |             |
|   | By:                               |             |   |   |
|   | Name:                             | Terence A. Walts |   |
|   | Title:                            | President        |   |   |
|        |                                   |                  |  |  |  |  |  |

 

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