Exhibit 10.59

                           ASSET PURCHASE AGREEMENT


      THIS ASSET PURCHASE AGREEMENT, dated as of January 31, 2001
(this "Agreement"), by and among BAUSCH & LOMB INCORPORATED, a New York
corporation ("Buyer"), BAUSCH & LOMB SURGICAL, INC., a Delaware corporation and
wholly-owned subsidiary of Buyer ("BLS"), OPTEX OPHTHALMOLOGICS, INC., a
Delaware corporation ("Seller"), and ATLANTIC TECHNOLOGY VENTURES, INC., a
Delaware corporation ("Atlantic").

      WHEREAS, Seller, a majority-owned subsidiary of Atlantic, and BLS are
parties to a Development and License Agreement entered into on May 14, 1998, as
amended by Amendment No. 1 to Development and License Agreement dated September
16, 1999 (collectively, the "Development Agreement"), a copy of which is
attached hereto as Exhibit A, pursuant to which the parties reached agreement
relating to the joint development and commercialization by BLS and Seller of the
Catarex Products (as defined in the Development Agreement) on a world wide basis
(the "Project"); and

      WHEREAS, Seller, Buyer and BLS wish to terminate the Development
Agreement, and Seller wishes to sell and transfer to B&L, and B&L wishes to
purchase, substantially all of the assets related to the Project, subject to the
terms and conditions of this Agreement

      NOW THEREFORE, in consideration of the foregoing premises, the parties
hereto intending to be legally bound, agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

      For purposes of this Agreement, capitalized terms used herein, and not
otherwise defined in this Article 1 or elsewhere herein shall have the meanings
specified in the Development Agreement:

      1.1 "Action" means any action, complaint, petition, investigation, suit or
other proceeding, whether civil or criminal, in law or in equity, or before any
arbitrator or Governmental Entity.

      1.2 "Affiliate" means any person, group of persons, company or other
enterprise (collectively a "Person") that is controlled by, controls, or is
under common control with, such Person for so long as such control relationship
continues to exist. "Control" as used in this definition means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management of a Person, whether through ownership of voting securities, by
contract or otherwise.

      1.3 "Clinical Demonstration" means the clinical trial described in Exhibit
B attached hereto.

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      1.4 "Encumbrances" means all claims, security interests, liens, pledges,
charges, escrows, options, proxies, rights of first refusal, preemptive rights,
mortgages, hypothecations, prior assignments, title retention agreements,
indentures, security agreements, leases, easements, encumbrances or restrictions
(whether on voting, sale, transfer, disposition or otherwise), whether imposed
by agreement, law, equity or otherwise.

      1.5 "Field" means the research and development, manufacture, use,
importation, offer to sell or sale of any product or service related to the
removal of the human lens in connection with cataract surgery.

      1.6 "Governmental Entity" means any government or any department,
commission, board, bureau, agency, court, official, political subdivision,
tribunal or other instrumentality of any government, whether federal, state or
local, domestic or foreign.

      1.7   "Indemnified   Party"  means  the  party   entitled  to  indemnity
hereunder.

      1.8   "Indemnifying   Party"  means  the  party   obligated  to  provide
indemnification hereunder.

      1.9 "Laws" means all laws, statutes, regulations, constitutional
provisions, ordinances, interpretations, decrees, injunctions, judgments,
orders, rulings, assessments or writs of any Governmental Entity in effect at or
prior to Closing.

      1.10 "Loss" means any action, cost, damage, disbursement, expense,
liability, loss, deficiency, diminution in value, obligation, penalty, fine,
assessment or settlement of any kind or nature, whether foreseeable or
unforeseeable, including, but not limited to, reasonable and documented interest
or other carrying costs, penalties, legal, accounting and other professional
fees and expenses incurred in the investigation, collection, prosecution and
defense of claims, actual or threatened, inquiries, hearings or other legal or
administrative proceedings, and amounts paid in settlement, that may be imposed
on or otherwise incurred or suffered by the specified Person; provided, however,
that "Loss" shall not include any amount that is received by such specified
Person under a valid and collectible insurance policy.

      1.11 "Order" means any decree, injunction, judgment, order, ruling,
assessment or writ.

      1.12 "Permit" means any waiver, exemption, variance, franchise,
certificate of authority, order, permit, authorization, license or similar
approval.

      1.13 "Permitted Encumbrances" means (a) liens for Taxes, assessments and
other governmental charges not yet due and payable, (b) immaterial mechanics',
workmen's, repairmen's, warehousemen's, carriers' or other like liens arising or
incurred in the ordinary course of the Project, and (c) other Encumbrances
which, individually or in the aggregate, are not material.

      1.14 "Person" means an association, a corporation, an individual, a
partnership, a trust or any other entity or organization, including a
Governmental Entity.

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      1.15  "Principal  Employees"  means John Sorensen,  Michael  Mittelstein
and Soheila Mirhashami.

      1.16 "Royalty Term" means the period commencing with the date of First
Commercial Use and ending upon the expiration of the last to expire United
States Optex Patent.

      1.17 "Taxes" means all taxes of any kind imposed by a Governmental Entity
of the United States, and any payments made to another party pursuant to a tax
sharing arrangement, indemnity or other similar arrangement, including, without
limitation, those on, or measured by or referred to as, income, gross receipts,
financial operation, sales, transfer, use, ad valorem, valued added, franchise,
profits, license, withholding, payroll (including all contributions or premiums
pursuant to industry or governmental social security laws or pursuant to other
tax laws and regulations), employment, excise, severance, stamp, occupation,
premium, property, transfer or windfall profits taxes, customs, duties or
similar fees, assessments or charges of any kind whatsoever, together with any
interest and any penalties, additions to tax or additional amounts imposed by
such Governmental Entity with respect to such amounts.

                                  ARTICLE 2

                           TRANSFER OF THE PROJECT

      2.1 Sale and Purchase of Assets. Upon the terms and subject to the
conditions of this Agreement, Buyer shall purchase from Seller and Seller shall
sell, transfer, assign and deliver to Buyer at Closing, all of Seller's interest
in and to the following assets and properties (the "Assets"), free and clear of
any Encumbrances, other than Permitted Encumbrances:

(a)   the rights of Seller under  contracts and agreements  listed on Schedule
      2.1(a) attached hereto (the "Assumed Contracts");

(b)   all machinery, apparatus, furniture, materials, tools, dies, molds,
      supplies and other equipment listed on Schedule 2.1(b) attached hereto
      (the "Equipment");

(c)   all inventory relating to Catarex Handpieces including, without
      limitation, raw materials, work in process, and component parts of Catarex
      Handpieces, wherever located (the "Inventory");

(d)   all credits, prepaid expenses, advance payments, deposits, deferred
      charges, and other current and non-current assets owned by Seller which
      relate to the Project, as listed on Schedule 2.1.(d) attached hereto
      ("Other Current Assets");

(e)   all of the intangible property owned by Seller and all of Seller's
      interest in any intangible property licensed to Seller that in each case
      relates to the Project, including (i) the Optex Patents and other patents
      and trademarks (and patent and trademark applications) together with all
      divisions, continuations, continuations-in-part, substitutions, reissues,
      extensions and foreign counterparts, all as listed on Schedule 2.1(e)
      attached hereto (the "Patents and Trademarks"); (ii) all trade names,
      trade name licenses and applications, copyrights, copyright licenses and
      applications, Know-how, trade secrets, formulae, computer software,
      processes, technology, innovations,

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      inventions, (including Optex Inventions) manufacturing drawings,
      engineering drawings, product designs and product patterns used or to be
      used in connection with the Project and/or necessary or desirable to
      complete the Project; (iii) all Permits and other governmental
      authorizations necessary to carry on the Project (to the extent such
      Permits and authorizations are assignable); and (iv) other intangible
      property rights owned by Seller on the Closing Date, to the extent the
      foregoing are related to the Project and/or are necessary or desirable to
      complete the Project (collectively, the "Intangible Property"); and

(f)   all catalogs, product literature, manuals, advertising materials,
      promotional materials, supplier lists and other books and records (except
      Seller's corporate records) owned by Seller on the Closing Date and which
      relate, primarily, to the Project, except to the extent Seller is required
      by law to retain the same.

      2.2   Excluded Assets.  Buyer expressly  understands and agrees that all
assets and  properties  of Seller other than the Assets shall be excluded from
the transactions contemplated hereby.

      2.3 Assumption of Liabilities. Upon the terms and subject to the
conditions of this Agreement, Buyer agrees, effective at the time of Closing, to
assume the liabilities and obligations of Seller arising from and after the
Closing Date under the Assumed Contracts (the "Assumed Liabilities"). Except for
the Assumed Liabilities, Buyer is not assuming and shall have no obligation to
discharge, pay, perform or be liable for, any debts, liabilities, claims or
obligations of Seller of any nature whatsoever (including, without limitation,
severance obligations to any employees of Seller), whether absolute or
contingent, known or unknown, direct or indirect, asserted or unasserted on or
after the date hereof.

      2.4 Passage of Title and Risk of Loss. Title and risk of Loss with respect
to the Assets shall pass to Buyer at Closing except for those Assets in the
physical possession of Seller which are not located at 27452 Calle Arroyo, San
Juan Capistrano, CA 92675, in which case the risk of Loss shall transfer upon
delivery thereof to Buyer.

                                  ARTICLE 3

                          PURCHASE PRICE AND PAYMENT

      3.1 Purchase Price. The total purchase price for the Assets to be paid to
Seller by Buyer shall be Three Million Dollars ($3,000,000), subject to Section
3.3 below (the "Purchase Price"). All payments by Buyer hereunder shall be made
by electronic transfer to a bank account designated by Seller. One Million
Dollars ($1,000,000) of the Purchase Price shall be creditable against Buyer's
obligation to pay Royalties and Minimum Royalties (as hereinafter defined at
Sections 3.3.2 and 7.4, respectively), at the rate of thirty percent (30%) of
any such Royalties and Minimum Royalties when due.

      3.2   Allocation  of  Purchase  Price.   The  Purchase  Price  shall  be
allocated  among the Assets as  determined  by Buyer and provided to Seller on
or before Closing.

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      3.3   Additional  Purchase  Price.  In  addition to the  Purchase  Price
payable at Closing,  Buyer shall pay Seller  additional  consideration for the
Assets, as follows:

            3.3.1 Japanese   Regulatory   Approval.    One   Million   Dollars
($1,000,000) if and only if Buyer or any Affiliate of Buyer receives  Japanese
Regulatory Approval.

            3.3.2 Royalties.  Buyer shall pay Seller  royalties  ("Royalties")
during the Royalty Term as follows:

            (a) Buyer shall pay Seller an earned royalty of seven percent (7%)
      of Net Sales of Catarex Products. For the purpose of Royalty calculations,
      the Net Sales price of the Catarex/Millennium Unit shall be deemed to be
      $25,000 for markets where Buyer has direct sales and $20,000 where Buyer
      sells through unaffiliated distributors. For purposes of determining the
      Net Sales of Catarex Consumables the Parties shall, on an annual basis in
      advance of the year for which prices are to apply, agree in good faith on
      the percentage of the Net Sales prices for Catarex Combination Products to
      be allocated to the Catarex Consumables included therein, which
      percentage(s) shall reflect an appropriate allocation of the Net Sales
      price of the Catarex Combination Product based upon the costs of and
      profit margins for each product item contained in a Catarex Combination
      Product.

            (b) Buyer shall pay Seller an additional royalty of three percent
      (3%) of the product of (A) Net Sales of Catarex Consumables in Key
      Markets, times (B) the then fractional market share of Liquid Polymer
      Lenses in the United States intraocular lens market, as measured by
      published Deloitte & Touche (or similar third party surveys if
      unavailable) survey of such market; unless during such calendar quarter an
      alternative cataract removal system which enables the use of accommodating
      liquid polymer lens implantation has achieved greater than ten percent
      (10%) market share of sales of cataract removal systems in the United
      States as measured by published surveys of such market. Should a published
      survey not be available to the parties, market share shall be determined
      by other published and mutually agreeable market share data, or in the
      absence of such market share data then as reasonably determined by the
      parties in good faith.

            (c) Within forty-five (45) days after the end of each calendar
      quarter, Buyer, Buyer's Affiliates and/or Buyer's sublicensee(s) as the
      case may be, shall pay to Seller the Royalty payment due for such quarter
      in U.S. dollars.

            (d) For any sales made in currencies other than the U.S. dollar,
      such Royalty shall be converted from the currency in which the sale was
      made into U.S. dollars at the exchange rate published in the Wall Street
      Journal for the last business day of the calendar quarter during which
      such sale occurs.

            (e) Together with the delivery of each such Royalty payment, Buyer,
      Buyer's Affiliates and/or Buyer's sublicensee(s), as the case may be,
      shall deliver to Seller a written accounting showing its computation of
      Royalties due under this Agreement for

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      such quarter. Such accounting shall set forth gross sales, Net Sales, an
      account of the calculation of Net Sales, the exchange rate applied, if
      any, and the total Royalties due for the quarter in question.

            (f) Buyer shall keep full and accurate books and records reflecting
      the Royalties on Net Sales and the data used in arriving at Net Sales and
      the amount of Royalties payable to Seller hereunder for no less than one
      (1) year after the end of each such quarter. Buyer shall permit Seller,
      once within any twelve (12) month period, at Seller's expense, to have
      such books and records examined by independent certified public
      accountants retained by Seller and reasonably acceptable to Buyer, during
      regular business hours upon reasonable advance notice, but not later than
      one (1) year following the rendering of any such reports, accounting and
      payments. Such independent accountants shall keep confidential any
      information obtained during such examination. If such examination
      discloses a discrepancy of five percent (5%) or more in any amount due to
      Seller under this Agreement, Buyer shall reimburse Seller for the
      out-of-pocket cost of such examination, including without limitation any
      reasonable professional fees and expenses incurred by Seller.

            (g) Any amount not paid when due under this Agreement shall bear
      interest at one and one-half percent (1.5%) per month, compounded monthly
      or, if less, the highest amount permissible under applicable law;
      provided, however, that no such interest shall be payable with respect to
      any amounts subject to a bona fide dispute between Seller and Buyer.

      3.4 Tax. All payments made to Seller by Buyer hereunder are expressed net
of any Taxes that may be payable, and Seller and Buyer shall be jointly
responsible for any Tax payable thereon.

                                  ARTICLE 4

                                   CLOSING

      4.1 Closing Date. The closing of the transactions contemplated under
Section 2 (the "Closing") shall take place at such place as agreed between the
parties and as promptly as possible after Seller's performance of its
obligations under Section 8.3.5, subject to satisfaction or waiver of the other
conditions set forth in Article 8 below. The day of Closing shall be referred to
herein as the "Closing Date."

      4.2   Closing Deliverables.

            4.2.1 Items to be  Delivered  at the  Closing  by  Seller.  At the
Closing, Seller shall deliver or cause to be delivered to Buyer:

            (a) Instruments of sale and assignment in form and substance
      reasonably satisfactory to Buyer and its counsel evidencing and effecting
      the sale and transfer to Buyer of the Assets.

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            (b) Deliverables described in Section 8.3 to the extent that any
      such deliverables have not been delivered to Buyer as of the Closing Date.

            4.2.2 Items  to be  Delivered  at the  Closing  by  Buyer.  At the
Closing, Buyer shall deliver to Seller:

            (a)   The Purchase Price.

            (b) Instruments of Assumption in form and substance reasonably
      satisfactory to Seller and its counsel evidencing and effecting the
      assumption by Buyer of the Assumed Liabilities.

            (c) Deliverables described in Section 8.2 to the extent that any
      such deliverables have not been delivered to Seller as of the Closing
      Date.

                                  ARTICLE 5

                        REPRESENTATIONS AND WARRANTIES

      5.1 Representations and Warranties of Seller and Atlantic. Seller and
Atlantic represent and warrant to Buyer as of the date hereof (except as
otherwise indicated) as follows:

            (a)   Organization  and Related  Matters.  Seller is a corporation
      duly organized and validly  existing under the laws of Delaware.  Seller
      has all necessary corporate power and authority to execute,  deliver and
      perform this Agreement.

            (b) Authorization; No Conflicts. The execution, delivery and
      performance of this Agreement and any agreement related hereto has been
      duly and validly authorized by Seller. This Agreement constitutes the
      legal, valid and binding obligations of Seller and Atlantic, enforceable
      against it in accordance with its terms, except as enforceability is
      limited by (1) any applicable bankruptcy, insolvency, reorganization,
      moratorium or similar law affecting creditors' rights generally, or (2)
      general principles of equity, whether considered in a proceeding in equity
      or at law. The execution, delivery and performance by Seller and Atlantic
      of this Agreement and transactions contemplated herein will not (i)
      conflict with or result in a breach or violation of any term or provision
      of, or (with or without notice or passage of time, or both) constitute a
      breach or default under, the charter documents or bylaws of Seller or
      Atlantic or any Assumed Contract, (ii) result in the imposition of any
      Encumbrance against any of the Assets, (iii) violate any applicable Law,
      or (iv) violate any Order of any Governmental Entity. The execution,
      delivery and performance by Seller and Atlantic of this Agreement and the
      transactions contemplated hereby will not require filing or registration
      with, or the issuance of any Permit by, any third party or Governmental
      Entity under the terms of any applicable Law or contracts to which Seller
      is a party.

            (c) Title to and Condition of the Assets. Seller has, and is
      conveying to Buyer under this Agreement, good and marketable title to the
      Assets, and such Assets are free and clear of all Encumbrances except
      Permitted Encumbrances. Seller has all right, power and authority to sell,
      convey, assign, transfer and deliver the Assets to Buyer in

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      accordance with the terms of this Agreement. The Equipment has been
      regularly and appropriately maintained and repaired in accordance with the
      manufacturers' specifications, except where failure to do so would not
      reasonably be expected to have a material adverse effect on the Equipment,
      and is in good condition and repair (normal wear and tear accepted). Any
      machinery, apparatus, materials, tools, dies, molds or supplies of Seller
      upon which successful completion of the Project depends is included in the
      Equipment.

            (d) No Other Liabilities or Contingencies. Except for the Assumed
      Liabilities and the costs referred to in Section 6.5, Seller has no
      liabilities of any nature, whether accrued, unmatured, absolute,
      contingent or otherwise, and whether due or to become due, probable of
      assertion or not, relating to the Project.

            (e) Legal Proceedings. There is no Action pending or, to the
      knowledge of Seller, threatened in writing, against or affecting Seller,
      the Assets or any aspect of the Project that individually or when
      aggregated with one or more other Actions has or might reasonably be
      expected to have a material adverse effect on the Project, the Assets (or
      the use, operation or value thereof), the Assumed Contracts, Seller's
      ability to perform this Agreement or any aspect of the transactions
      contemplated by this Agreement. There is no Order to which Seller is
      subject that has or might reasonably be expected to have a material
      adverse effect on the Project, the Assets (or the use, operation or value
      thereof), the Assumed Contracts, Seller's ability to perform this
      Agreement or any aspect of the transactions contemplated by this
      Agreement.

            (f)   Compliance.   Since   January  1,   1998,   the  Seller  has
      conducted the Project in material compliance with applicable Laws.

            (g) Permits. Seller holds all Permits that are required by any
      applicable Law to permit it to conduct the Project as now conducted and
      use the Assets as they are now used, except for Permits the absence of
      which would not reasonably be expected to have a material adverse effect
      on the Project, and all such Permits are valid and in full force and
      effect and are listed on Schedule 5.1(g) attached hereto. No suspension,
      cancellation or termination of any of such Permits is threatened or
      imminent.

            (h) Assumed Contracts. Each Assumed Contract was entered into in the
      ordinary course of the Project and on an arms-length basis. Copies of the
      Assumed Contracts, including all amendments and supplements, have been
      delivered to Buyer. Each Assumed Contract is valid and binding and, except
      as disclosed on Schedule 5.1(h) attached hereto, upon assignment by Seller
      pursuant to this Agreement, will be enforceable by Buyer, without the
      requirement of any third party consent, except as enforceability is
      limited by (1) any applicable bankruptcy, insolvency, reorganization,
      moratorium or similar law affecting creditors' rights generally, or (2)
      general principles of equity, whether considered in a proceeding in equity
      or at law. Other than the Assumed Contracts, Seller is not a party to any
      contracts or agreements that are material to the Project.

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            (i) Intangible Property. Other than the Patents and Trademarks,
      Seller has no interest in any patents and trademarks (or patent and
      trademark applications) that relate to the Project. Seller has ownership
      of, and the right to assign, free and clear of any Encumbrances, all the
      Intangible Property, the absence of which would have a material adverse
      effect on the Project. Seller does not use any of the Intangible Property
      by consent of any Person and is not required to and does not make any
      payments to others with respect thereto. Seller has in all material
      respects performed all obligations required to be performed by it, and
      Seller is not in default in any material respect under any Assumed
      Contract relating to any of the Intangible Property. Seller has not
      received any notice to the effect (or are not otherwise aware) that the
      Intangible Property, or any use by Seller in connection with the Project
      of any of the Intangible Property, conflicts with or infringes (or
      allegedly conflicts with or infringes) the rights of any other Person.
      Other than disclosure in connection with the prosecution of any patent
      applications, Seller has maintained the Optex Inventions and Know-How in
      confidence and has not disclosed the same to any third party without that
      third party being under an obligation to maintain the confidential nature
      of the Optex Inventions and Know-How.

            (j) Inventory. All Inventory as of the Closing Date is set forth on
      Schedule 5.1(j) attached hereto, and each item is in good condition,
      conforms to applicable specifications and may be used for the purposes
      intended.

            (k) Corporate Opportunities. Other than in connection with the
      Project, neither Seller, Atlantic nor, to the knowledge of Seller or
      Atlantic, any of the Principal Employees is engaged, directly or
      indirectly, through an ownership interest or in some other capacity, in
      the research, development, production, marketing or selling of products or
      services within the Field and/or utilizing Know-How or Optex Inventions.

      5.2 Representations and Warranties of Buyer. Buyer represents and warrants
to Seller as of the date hereof (except as otherwise indicated) as follows:

            (a) Organization and Related Matters. Buyer is a corporation duly
      organized and validly existing under the laws of New York. Buyer has all
      necessary corporate power and authority to conduct its business as now
      conducted. Buyer has the necessary corporate power and authority to
      execute, deliver and perform this Agreement and any agreement related
      hereto. BLS is a corporation duly organized and validly existing under the
      laws of Delaware. BLS has all necessary corporate power and authority to
      conduct its business as now conducted. BLS has the necessary corporate
      power and authority to execute, deliver and perform this Agreement and any
      agreement related hereto.

            (b) Authorization; No Conflicts. The execution, delivery and
      performance of this Agreement and any agreement related hereto has been
      duly and validly authorized by Buyer and BLS. This Agreement constitutes
      the legal, valid and binding obligations of Buyer and BLS, enforceable
      against each of them in accordance with its terms. The execution, delivery
      and performance of this Agreement by Buyer and BLS will not (i) conflict
      with or result in a breach or violation of any term or provision of, or
      (with or without notice or passage of time, or both) constitute a breach
      or default under, the respective charter documents or bylaws of Buyer and
      BLS, (ii) any contract to which

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      Buyer or BLS is a party that is material to the financial condition,
      results of operations or conduct of Buyer's or BLS's business,
      respectively, (iii) violate any applicable Law, or (iv) violate any Order
      of any Governmental Entity. The execution, delivery and performance by
      Buyer and BLS of this Agreement and the transactions contemplated hereby
      will not require filing or registration with, or the issuance of any
      Permit by, any third party or Governmental Entity under the terms of any
      applicable Law or contracts to which Buyer or BLS is a party.

            (c) Legal Proceedings. There is no Action pending or, to the
      knowledge of Buyer, threatened in writing, against or affecting Buyer or
      BLS that individually or when aggregated with one or more other Actions
      has or might be reasonably be expected to have a material adverse effect
      on any aspect of the transactions contemplated by this Agreement, and
      there is no Order to which Buyer or BLS is subject that has or might
      reasonably be expected to have a material adverse effect on any aspect of
      the transactions contemplated by this Agreement.

      5.3 Survival of Representations and Warranties. The representations and
warranties contained in or made pursuant to this Agreement shall survive Closing
and expire on December 31, 2002.

                                  ARTICLE 6

                              CONDUCT OF PROJECT

      During the period from the date of this Agreement and continuing until the
Closing Date, Seller agrees as follows:

      6.1 Regular Course of Business. Except as otherwise provided herein,
Seller agrees to carry on its business in its usual, regular and ordinary course
in substantially the same manner as heretofore conducted, and, to the extent
consistent with such business, use all reasonable efforts to preserve intact its
present business organization, keep available the services of the Principal
Employees, and preserve its relationships with others having business dealings
with Seller.

      6.2 Insurance. Seller will maintain in effect all insurance currently
maintained or renew such insurance with reasonably comparable policies then
available.

      6.3   No  Defaults.  Seller will not  commit,  omit or permit any act or
omission  to act,  that  will  cause a  breach  of any  material  contract  or
commitment.

      6.4 Compliance With Laws. Seller will comply with the requirements of all
applicable Laws, rules, regulations and orders of any Governmental Entity
noncompliance with which would have a material adverse effect on the business,
properties, assets, operations or condition (financial or otherwise) of Seller.

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      6.5   Catarex Handpieces.

            (a) Seller agrees to exercise its best efforts to produce and
      deliver to Buyer 2400 Catarex Handpieces conforming to the applicable
      specifications as soon as commercially practicable. Seller agrees that,
      notwithstanding anything contained in the Development Agreement to the
      contrary, Buyer shall have no remaining obligation under the Development
      Agreement other than (i) an obligation to pay Seller an amount equal to
      the sum of 125% of (x) costs (as defined at Section 4.6.2 of the
      Development Agreement) incurred by Seller since December 31, 2000 in
      connection with the production of 2400 Catarex Handpieces and (y)
      $36,153.43; provided, however, that in no event shall Buyer be responsible
      for paying Seller an aggregate amount of such costs in excess of
      $772,442.57, and (ii) subject to Seller's obligation to exercise diligent
      efforts to cancel any open purchase orders pertaining to Phase II, those
      costs (as defined at Section 4.6.2 of the Development Agreement) incurred
      by Seller in connection therewith, but in no event shall Buyer be
      responsible for paying Seller any amounts in excess of $381,375.22.

            (b) Seller shall provide Buyer with a written report and invoice of
      all costs (as defined at Section 4.6.2 of the Development Agreement)
      incurred by Seller during the month of January, 2001 in connection with
      the production of 2400 Catarex Handpieces along with any supporting
      documentation Buyer reasonably requests. Subject to Section 4.6.3 of the
      Development Agreement, Buyer agrees to pay to Seller within three (3)
      business days of receipt from Seller of that written report and invoice an
      amount equal to 125% of (x) such costs and (y) $36,153.43 (collectively,
      the "January Invoice Amount"); provided, however, that Buyer shall not be
      responsible for paying Seller any portion of the January Invoice Amount
      which exceeds $610,879.39 (the "January Invoice Ceiling"), except as
      provided for in Section 6.5(c).

            (c) Subject to the limitation described in Section 6.5(a), following
      Buyer's receipt of 2400 Catarex Handpieces which conform to the
      specifications then in effect, Seller shall submit (i) monthly invoices to
      Buyer for 125% of costs (as defined in Section 4.6.2 of the Development
      Agreement) incurred after January 31, 2001 in connection with the
      production of 2400 Catarex Handpieces and (ii) an invoice for an amount
      equal to the January Invoice Amount minus the January Invoice Ceiling. All
      such invoices shall be payable within three (3) business days of receipt
      by Buyer, subject to all of the terms and conditions of Section 4.6.3 of
      the Development Agreement;

                                       11
<PAGE>

                                  ARTICLE 7

                            ADDITIONAL AGREEMENTS

      7.1 Access to Information. Seller will on reasonable advance notice afford
to Buyer and to Buyer's accountants, counsel and other representatives,
(provided that each such person shall sign a visitor's confidentiality agreement
in form and substance reasonably acceptable to Seller) reasonable access during
normal business hours during the period prior to the Closing Date to all
properties, books, documents and records relating to Seller and the Project, and
Seller will use their reasonable efforts to furnish promptly to Buyer all
information concerning the business, properties and personnel of Seller as Buyer
may reasonably request.

      7.2 Additional Agreements; Further Actions. Subject to the terms and
conditions of this Agreement, each of the parties hereto agrees to use all
reasonable efforts to take, or cause to be taken, all action and to do, or cause
to be done, all things necessary, proper or advisable to consummate and make
effective the transactions contemplated by this Agreement, including using all
reasonable efforts to obtain all necessary waivers, consents and approvals, to
give all notices and to effect all necessary registrations and filings. If at
any time after the Closing Date any further action is necessary or desirable to
carry out the purposes of this Agreement, Seller and Buyer will use their
reasonable efforts to take such action.

      7.3 Notice of Developments. Seller will give prompt written notice to
Buyer, and Buyer will give prompt written notice to Seller, of any adverse
development causing a breach of any representations and warranties of Seller and
Buyer, respectively, hereunder.

      7.4 Minimum Royalties. Buyer agrees that, notwithstanding anything
contained in Section 3.3.2 to the contrary, during the three (3) year period
commencing on the earlier to occur of January 1, 2004 or First Commercial Use,
Buyer shall pay to Seller Royalties in the following amounts, subject to the
credit described in Section 3.1 hereof (the "Minimum Royalties"); it being
understood and agreed that any Royalties that accrue upon Net Sales and are paid
under Section 3.3.2 during the following periods shall be credited to Buyer's
obligation to pay Minimum Royalties for such periods:

                  First 12 months    $90,000.00

                  Second 12 months  $350,000.00

                  Third 12 months   $750,000.00

Notwithstanding the foregoing, in the event that Buyer fails in whole or in part
to satisfy its obligation to pay Seller the Minimum Royalties within the
forty-five (45) day period following each twelve (12) month period, and without
regard as to whether such Minimum Royalties accrued based upon Net Sales under
Section 3.3.2, Seller shall be entitled to receive, and Buyer shall grant to
Seller, a fully paid, nonexclusive, sub-licensable license of the Optex Patents
and Know-How. Seller agrees that Buyer's grant of such license shall fully
discharge and satisfy its obligations to pay Seller the Minimum Royalties, and
Seller agrees to accept such license as Seller's sole and exclusive remedy
against Buyer for its failure to satisfy the Minimum Royalties.

                                       12
<PAGE>

      7.5   Restrictive Covenant.

            7.5.1 Restrictions on Activities. As an inducement to Buyer to enter
into this Agreement, Seller and Atlantic agree that for a period of two (2)
years after the Closing Date, Seller and Atlantic will not, directly or
indirectly, for their own benefit or as agent for another, carry on or
participate in any activities within the Field or otherwise render services to
any other business enterprise within the Field.

            7.5.2 Special Remedies and Enforcement. Seller and Atlantic
recognize and agree that a breach by Seller and Atlantic of the covenant set
forth in Section 7.5.1 could cause irreparable harm to Buyer, that Buyer's
remedies at law in the event of such breach would be inadequate, and that,
accordingly, in the event of such breach a restraining order or injunction or
both may be issued against Seller and Atlantic, in addition to any other rights
and remedies which are available to Buyer. If the remedies provided for in this
Section 7.5.2 are not permitted by the Laws of any jurisdiction in which Buyer
seeks enforcement hereof, this Section 7.5.2 shall be limited to the extent
required to permit enforcement under such Laws.

      7.6 Nondisclosure of Proprietary Data. Neither Buyer or BLS (prior to
Closing), Seller, Atlantic nor any of their respective representatives shall, at
any time, make use of, divulge or otherwise disclose, directly or indirectly,
any confidential Intangible Property.

      7.7 Abandonment of the Project. If at any time prior to or following First
Commercial Use, Buyer provides written notice to Seller of its election to
abandon the Project ("Abandonment"), Seller shall have the option to re-acquire
the Assets (the "Re-Acquired Assets") from Buyer upon entering into a bona fide
agreement with an unaffiliated third party ("Third Party") under which a Third
Party agrees to commercialize a Catarex Product. In the event that Seller wishes
to exercise said option, Seller shall deliver to Buyer a written notice of
election and the parties shall agree on a time and place for a closing of the
transaction. In connection with such closing, Seller shall agree in writing to
pay Buyer a purchase price for the Re-Acquired Assets equal to the aggregate
payments received by Seller from Buyer under Sections 3.1, 3.3.1 and 7.4 hereof
(minus, in the case of Section 7.4, Royalties accrued and paid upon Net Sales
under Section 3.3.2); provided that Seller shall be entitled to pay Buyer at the
rate of fifty percent (50%) of any and all amounts received from such Third
Party as and when such amounts are received by Seller. Notwithstanding the
foregoing, an Abandonment shall be deemed to have occurred if (i) Buyer fails to
satisfy any of the following milestones or (ii) ceases selling Catarex Products
after First Commercial Use:

            (a) Completion by March 31, 2002 of a clinical study designed by
      Buyer to assess the functionality of the Catarex Handpiece in human
      cataract surgery.

            (b) Production by January 31, 2003 of a prototype Catarex Handpiece
      (the "Redesigned Catarex Handpiece") that satisfies Buyer's manufacturing
      cost specifications.

            (c) Completion of a Clinical Demonstration using the Redesigned
      Catarex Handpiece by June 30, 2003.

                                       13
<PAGE>

            (d)   Submission of 510(k) for the  Redesigned  Catarex  Handpiece
      by September 30, 2003.

In the event that Seller fails to satisfy the condition contained in Section
8.3.5 hereof by February 28, 2001 (the "Delivery Date"), the foregoing milestone
completion dates shall be extended by one (1) day for each day that passes after
the Delivery Date until the condition contained in Section 8.3.5 hereof is
satisfied.

      7.8 Patent Prosecution and Maintenance. From and after Closing until the
earlier of (i) consummation of any purchase of the Re-Acquired Assets pursuant
to Section 7.7 or (ii) six (6) months following an Abandonment, Buyer shall, at
its expense, prosecute and maintain the Optex Patents in Key Markets. Schedule
7.8 attached hereto constitutes a restated and amended version of Exhibit B to
the Development Agreement.

      7.9 Standstill. Atlantic and Seller agree not to offer for sale or
participate in negotiations, discussions or due diligence with respect to the
sale of Seller or the Assets for a period of ninety (90) days following December
28, 2000.

      7.10 Right of First Negotiation. Seller hereby grants to Buyer a first
right to negotiate ("First Right of Negotiation") an agreement to manufacture,
license, distribute and/or sell (collectively, to "Commercialize") any product
or service developed by Seller related to cataract surgery outside of the Field
(a "New Product"). If at anytime following Closing, Seller intends to
Commercialize any New Product, Seller shall first give written notice
("Negotiation Notice") to Buyer of its intention. Buyer will have a period of
ninety (90) days following the receipt of the Negotiation Notice to conduct a
due diligence investigation relating to any such New Product and to notify
Seller in writing of Buyer's election to exercise its First Right of Negotiation
("Notice of Election"). Upon timely delivery of the Notice of Election by Buyer,
the parties shall, for a period of not less than ninety (90) days (the
"Negotiation Period") negotiate in good faith the terms and conditions of a
definitive agreement, which agreement shall contain terms and conditions
generally contained in agreements of such type. If the parties are unable to
reach an agreement and execute such definitive agreement during the Negotiation
Period, Seller may negotiate and execute an agreement with any third party to
Commercialize such New Product; provided, however, that for a period of twelve
(12) months following the expiration of the Negotiation Period, Seller shall not
(except with the prior written consent of Buyer) enter into an agreement to
Commercialize such New Product on more favorable terms and conditions than those
last offered in writing to Seller by Buyer during the Negotiation Period. In the
event that Seller fails to enter into an agreement with a third party to
Commercialize such New Product within a period of twelve (12) months following
the expiration of the Negotiation Period, Seller shall be required to offer
Buyer another First Right of Negotiation with respect thereto, and the foregoing
process shall be repeated.

                                       14
<PAGE>

                                    ARTICLE 8

                              CONDITIONS PRECEDENT

      8.1 Conditions to Each Party's Obligation. The obligations of Seller and
Buyer to consummate the closing of the transactions contemplated hereby are
subject to the satisfaction, at or before the Closing Date, of each of the
following conditions:

            8.1.1 No Injunctions; Orders. No Order shall have been issued by any
Governmental Entity nor shall any Law be promulgated or enacted by any
Governmental Entity that prevents the consummation of the transactions
contemplated hereby.

            8.1.2 No Litigation. No action or proceeding before any Governmental
Entity shall be pending against Seller or Buyer seeking to prevent or delay the
transactions contemplated hereby or challenging any of the terms or provisions
of this Agreement or seeking material damages in connection therewith.

      8.2 Conditions to Seller's Obligations. The obligations of Seller to
consummate the closing of the transactions contemplated hereby are subject to
the satisfaction on or prior to the day of Closing, of the following conditions,
in addition to the other required deliveries:

            8.2.1 Representations and Warranties True. The representations and
warranties of Buyer shall be in all material respects true and correct as of the
Closing Date as though such representations and warranties were made at and as
of such date, except for changes expressly permitted or contemplated by this
Agreement.

            8.2.2 Performance. Buyer shall have performed and complied in all
material respects with all agreements, obligations and conditions required by
this Agreement to be performed or complied with by it on or prior to the Closing
Date.

            8.2.3 Rudick Consulting  Agreement.  Buyer shall have executed and
delivered a consulting  and  non-competition  agreement with A. Joseph Rudick,
Jr.,  M.D.,  ("Rudick")  which shall  provide for a term that expires upon the
earlier to occur of (i)  abandonment  of the Project by Buyer,  (ii) three (3)
years or (iii) First Commercial Use, at the rate of $5,000.00 per month.

      8.3 Conditions to Buyer's Obligations. The obligations of Buyer to
consummate the closing of the transactions contemplated hereby are subject to
the satisfaction on or prior to the date of Closing, of the following
conditions, in addition to the other required deliveries:

            8.3.1 Representations and Warranties True. The representations and
warranties of Seller shall be in all material respects true and correct as of
the Closing Date as though such representations and warranties were made at and
as of such date, except for changes expressly permitted or contemplated by this
Agreement.

            8.3.2 Performance. Seller shall have performed and complied in all
material respects with all agreements, obligations and conditions required by
this Agreement to be performed or complied with by Seller on or prior to the
Closing Date.

                                       15
<PAGE>

            8.3.3 Professional    Services    Agreement.     Neomedix,    Inc.
("Neomedix")  shall  have  executed  and  delivered  to  Buyer a  Professional
Services  Agreement in form and  substance  reasonably  satisfactory  to Buyer
under which  Neomedix  shall (i) make  available  to Buyer the services of the
Principal  Employees,  (ii) grant to Buyer a First Right of  Negotiation  with
respect to New  Products  developed  by Neomedix and (iii) agree to a covenant
of a  non-competition  in the Field  for a period  of two (2) years  after the
Closing Date.

            8.3.4 Assignment of Know-How and Inventions. Each of the Principal
Employees shall have assigned to Buyer any Optex Inventions or Know-How in their
possession or subject to their control pursuant to an Assignment of Know-How and
Inventions Agreement in form and substance reasonably satisfactory to Buyer and
its counsel.

            8.3.5 Delivery   of   Catarex   Handpieces.   Seller   shall  have
delivered   to  Buyer   2400   Catarex   Handpieces   which   conform  to  the
specifications then in effect.

            8.3.6 Board Approval.  The transactions  contemplated hereby shall
have received approval of the Buyer's Board of Directors.

            8.3.7 Consents. Any consents necessary to effect the transfer by
Seller to Buyer of any of the Assets shall have been obtained in writing.

            8.3.8 Due Diligence. Buyer shall not, in the course of its on-going
due diligence investigation, have discovered information not previously
disclosed by Seller or Atlantic that Buyer reasonably believes has or is likely
to have a material adverse effect on the Assets and/or the viability of the
Project.

                                  ARTICLE 9

                                 TERMINATION

      9.1 Grounds for Termination. This Agreement may be terminated at any time
prior to the Closing Date in accordance with the following provisions:

            9.1.1 Mutual  Consent.  This  Agreement  may be  terminated by the
written agreement of Buyer and Seller.

            9.1.2 Breach of Warranties or Covenants;  Misrepresentation.  This
Agreement may be terminated as follows:

            (a) by Buyer if any representation of Seller and Atlantic set forth
      in this Agreement was materially inaccurate when made or becomes
      inaccurate such that the condition set forth in Section 8.3.1 would not be
      satisfied;

            (b) by Seller if any representation of Buyer set forth in this
      Agreement was materially inaccurate when made or becomes inaccurate such
      that the condition set forth in Section 8.2.1 would not be satisfied;

                                       16
<PAGE>

            (c) by Buyer if Seller, after written notice and reasonable
      opportunity to cure, fails to perform or comply with any of the
      obligations that it is required to perform or to comply with under this
      Agreement such that the condition set forth in Section 8.3.2 would not be
      satisfied; and

            (d) by Seller if Buyer, after written notice and reasonable
      opportunity to cure, fails to perform or comply with any of the
      obligations that it is required to perform or to comply with under this
      Agreement such that the condition set forth in Section 8.2.2 would not be
      satisfied.

            9.1.3 Expiration Date. This Agreement may be terminated by Buyer or
Seller if the Closing shall not have been consummated on or before March 30,
2001, except that the right to terminate this Agreement pursuant to this Section
9.1.3 will not be available to any party whose failure to fulfill any obligation
under this Agreement has been the cause of, or resulted in, the failure of the
Closing to occur on or prior to that date.

      9.2   Waiver.  Either party hereto may, to the extent legally allowed:

            (i) extend the time for the  performance of any of the obligations
or other acts of the other parties;

            (ii) waive any inaccuracies in the  representations and warranties
made by the other party; or

            (iii) waive compliance with any of the agreements or conditions for
the benefit of such party. No such agreement shall be effective unless it is in
writing and it is signed by the parties to be bound.

      9.3 Effective Termination. Upon the termination of this Agreement pursuant
to Section 9.1, all further obligations of the parties under this Agreement
shall terminate without further liability of any party to the other.

                                  ARTICLE 10

                               INDEMNIFICATION

      10.1 Obligations of Seller and Atlantic. Seller and Atlantic agree to
indemnify and hold harmless Buyer and its directors, officers, employees,
Affiliates, agents, representatives and assigns, from and against any and all
Losses of Buyer, directly or indirectly, as a result of, in connection with, or
based upon or arising from any of the following: (a) any inaccuracy in any of
the representations made by Atlantic and Seller in this Agreement or breach or
non-performance of any of the obligations of Seller and Atlantic pursuant to
this Agreement; and (b) any liabilities not expressly assumed by Buyer pursuant
to Section 2.3. Seller agrees to reimburse the Indemnified Party promptly upon
demand for any unreimbursed payment made or Loss suffered by such Indemnified
Party at any time after the Closing Date in respect of any Loss to which the
foregoing indemnity relates. Notwithstanding anything contained in this Section
10.1 to the contrary, Seller and Atlantic shall not be liable for any indemnity
amounts in respect of Losses under this Section 10.1 (excluding Losses resulting
from a breach of any monetary obligation, or any intentional breach of any
non-monetary obligation, to Buyer which, in the case of non-monetary
obligations, remains uncured after reasonable notice) unless the amount of such
Losses exceeds $100,000 in the aggregate, in which event Seller and Atlantic
shall indemnify and hold harmless Buyer and its directors, officers, employees,
Affiliates, agents, representatives and assigns from and against all Losses that
exceed $100,000. The obligations of Seller and Atlantic to indemnify Buyer for
Losses incurred pursuant to this Section 10.1 (excluding Losses resulting from a
breach of any

                                       17
<PAGE>

monetary obligation, or any intentional breach of any non-monetary obligation,
to Buyer which, in the case of non-monetary obligations, remains uncured after
reasonable notice) shall be limited to an aggregate maximum amount equal to the
Purchase Price, including the additional consideration described in Section 3.3.

      10.2 Obligations of Buyer. Buyer agrees to indemnify and hold harmless
Seller and its directors, officers, employees, Affiliates, agents,
representatives and assigns from and against any and all Losses of Seller,
directly or indirectly, as a result of, in connection with, or based upon or
arising from any of the following: (a) any inaccuracy in any of the
representations made by Buyer in this Agreement or breach or non-performance of
any of the obligations made by Buyer in or pursuant to this Agreement; and (b)
any product liability actions relating to the Project which may arise following
Closing except to the extent attributable to the acts or omissions of Seller or
Atlantic. Buyer agrees to reimburse the Indemnified Party promptly upon demand
for any unreimbursed payment made or Loss suffered by the Indemnified Party at
any time after the Closing Date in respect of any Loss to which the foregoing
indemnity relates

      10.3  Procedure.

            (a) Notice of Loss. The Indemnified Party under Sections 10.1 and
      10.2 above with respect to any Loss shall give prompt notice thereof to
      the Indemnifying Party.

            (b) Defense. In the event any Person not a party to this Agreement
      shall make a demand or claim or file or threaten to file or continue any
      lawsuit, which demand, claim or lawsuit may result in liability to an
      Indemnified Party in respect of matters embraced by the indemnity under
      this Agreement, or in the event that a potential Loss, damage or expense
      comes to the attention of Buyer or Seller in respect of matters covered by
      the indemnity under this Agreement, then the party receiving notice or
      becoming aware of such event shall promptly notify the other party of the
      demand, claim or lawsuit. Within ten days after notice by the Indemnified
      Party (the "Notice") to the Indemnifying Party of such demand, claim or
      lawsuit, except as provided in the next sentence, the Indemnifying Party
      shall have the option, at its sole cost and expense, to retain counsel for
      the Indemnified Party to defend any such demand, claim or lawsuit,
      provided that counsel who will conduct the defense of such demand, claim
      or lawsuit must be approved by the Indemnified Party, whose approval will
      not be unreasonably withheld. The Indemnified Party shall have the right,
      at its own expense, to participate in the defense of any suit, action or
      proceeding brought against it with respect to which indemnification may be
      sought hereunder; provided, however, if (i) the named parties to any such
      proceeding (including any impleaded parties) include both the Indemnifying
      Party and the Indemnified Party and representation of both parties by the
      same counsel would be

                                       18
<PAGE>

      inappropriate due to actual or potential differing interests between them,
      (ii) the employment of counsel by such Indemnified Party has been
      authorized in writing by the Indemnifying Party, or (iii) the Indemnifying
      Party has not in fact employed counsel to assume the defense of such
      action within a reasonable time; then, the Indemnified Party shall have
      the right to retain its own counsel at the sole cost and expense of the
      Indemnifying Party, which costs and expenses shall be paid by the
      Indemnifying Party on a current basis. No Indemnified Party, in the
      defense of any such demand, claim or lawsuit, will consent to entry of any
      judgment or enter into any settlement without the consent of the
      Indemnifying Party. If any Indemnified Party is advised by its chosen
      counsel that there may be one or more legal defenses available to such
      Indemnified Party which are different from or in addition to those which
      have been asserted by the Indemnifying Party, at the election of the
      Indemnified Party, the Indemnifying Party will have the right to continue
      the defense of such demand, claim or lawsuit on behalf of such Indemnified
      Party and will reimburse such Indemnified Party and any Person controlling
      such Indemnified Party on a current basis for the reasonable fees and
      expenses of any counsel retained by the Indemnified Party under this
      subparagraph (b) to undertake the defense. In the event that the
      Indemnifying Party shall fail to respond within ten days after receipt of
      the Notice, the Indemnified Party may retain counsel and conduct the
      defense of such demand, claim or lawsuit, as it may in its sole discretion
      deem proper, at the sole cost and expense of the Indemnifying Party, which
      costs and expenses shall be paid by the Indemnifying Party on a current
      basis. Failure to provide Notice shall not limit the rights of such party
      to indemnification, except to the extent the Indemnifying Party's defense
      of the action is actually prejudiced by such failure.

      10.4 Notice by the Parties. Buyer and Seller agree to notify the other of
any liabilities, claims or misrepresentations, breaches or other matters covered
by this Section 10 upon discovery or receipt of notice thereof (other than from
the other party).

      10.5 Survival. This Section 10 shall survive Closing and shall remain in
effect until any matter as to which a claim has been asserted by notice to the
other party shall is finally terminated or otherwise resolved by the parties or
by a court of competent jurisdiction and any amounts payable hereunder are
finally determined and paid.

      10.6 Time Limitations. If the Closing occurs, Seller and Atlantic will
have no liability with respect to any representation made by them in, or any
obligation to be performed or complied with by them prior to the Closing Date
pursuant to, this Agreement except to the extent that on or before December 31,
2002, Buyer notifies Seller and Atlantic of a claim with respect thereto,
specifying the factual basis of that claim in reasonable detail.

      10.7 Exclusive Remedy. Each party agrees that its sole and exclusive
remedy with respect to any and all claims for monetary damages arising under
this Agreement is pursuant to the indemnification provisions set forth in this
Article 10.


                                       19
<PAGE>

                                   ARTICLE 11

                      TERMINATION OF DEVELOPMENT AGREEMENT

      Effective as of the Closing, the Development Agreement shall be
terminated, cancelled and released in all respects, and all of the respective
rights, duties, obligations and liabilities of the parties thereunder shall be
terminated, cancelled and released in all respects and shall be of no further
force of effect. From and after the Closing Date, no party to the Development
Agreement shall have any duty, liability or responsibility whatsoever for the
payment of any amount or the performance of any obligations thereunder.

                                  ARTICLE 12

                              GENERAL PROVISIONS

      12.1 Amendment and Waiver. Any provision of this Agreement may be amended
or waived if, and only if, such amendment or waiver is in writing and signed, in
the case of an amendment, by Buyer, Atlantic and Seller, or in the case of a
waiver, by the party or parties against whom the waiver is to be effective. No
failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
any other right, power or privilege.

      12.2 Headings. The headings in this Agreement are for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.

      12.3 Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. This Agreement
shall become effective when each party hereto shall have received a counterpart
hereof signed by the other parties hereto.

      12.4 Parties in Interest. This Agreement will be binding upon and inure to
the benefit of each party, and nothing in this Agreement, express or implied, is
intended to confer upon any other Person any rights or remedies of any nature
whatsoever under or by reason of this Agreement. Nothing in this Agreement is
intended to relieve or discharge the obligation of any third person to any party
to this Agreement.

      12.5 Notices. Any notice or other communication hereunder must be given in
writing and either (a) delivered in person, (b) transmitted by telefacsimile,
provided that any notice so given is also mailed as provided in clause (c), or
(c) mailed, postage prepaid, as follows:

                                       20
<PAGE>

            If to Buyer       Bausch & Lomb Surgical, Inc.
            or BLS:           3365 Industrial Tree Court Blvd.
                              St. Louis, MO 63122
                              Attn: Ash Mahmood,
                                    Vice President, Design and Development

                              Fax:  636-226-3150


            With a copy to:   Bausch & Lomb Incorporated
                              One Bausch & Lomb Place
                              Rochester, NY 14604
                              Attn: Senior Vice President and
                                    General Counsel

                              Fax:  716-338-8706


            If to Atlantic    Atlantic Technology Ventures, Inc.
            or Seller:        150 Broadway
                              Suite 1009
                              New York, New York 10038
                              Attn: Frederic P. Zotos, Esq.
                                    President


            With a copy to:   Kramer Levin Naftalis & Frankel, LLP
                              919 3rd Ave
                              New York, NY 10022
                              Attn: Ezra G. Levin, Esq.

                              Fax:  212-715-8000


or to such other address or to such other person as any party shall have last
designated by notice to the other parties. Each such notice or other
communication shall be effective (i) if given by mail, three days after such
communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid, (ii) if given by telefacsimile, when transmitted to the
applicable number so specified pursuant to this Section 12.5 provided that
appropriate confirmation of receipt is generated by the telefacsimile and a
duplicate copy is mailed, postage prepaid, or (iii) if given by any other means,
when actually delivered at such address.

      12.6 Expenses. Each party shall each pay its own expenses incident to the
negotiation, preparation and performance of this Agreement and the transactions
contemplated hereby.

      12.7 Assignments. This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted

                                       21
<PAGE>

assigns. Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any party without the prior written consent of
the other parties, except that (i) Buyer may assign its rights and obligations
to any entity that controls, is controlled by or is under common control with
Buyer on condition that it remains liable for any failure of that entity to
perform any of its obligations under this Agreement, and (ii) any party may
assign its rights and obligations under this Agreement to any entity (other than
a competitor of Buyer within the Field) which acquires substantially all of the
assets of that party or survives any merger with that party. Nothing contained
herein, express or implied, is intended to confer on any Person other than the
parties hereto or their respective successors and permitted assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.

      12.8 Remedies. All rights and remedies existing under this Agreement are
cumulative to, and not exclusive of, any rights or remedies otherwise available
under applicable Laws.

      12.9 Representation By Counsel; Interpretation. The parties each
acknowledge that each party to this Agreement has been represented by counsel in
connection with this Agreement and the transactions contemplated by this
Agreement. Accordingly, any rule of Law or any legal decision that would require
interpretation of any claimed ambiguities in this Agreement against the party or
parties that drafted it has no application and is expressly waived. The
provisions of this Agreement shall be interpreted in a reasonable manner to
effect the intent of the parties.

      12.10 Severability. If any provision contained in this Agreement shall for
any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions
of this Agreement, but this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein. It is the
intention of the parties that if any of the restrictions or covenants contained
herein in any way is construed to be too broad or to any extent invalid, if
legally possible such provision shall not be construed to be null, void and of
no effect but, to the extent such provision would be valid or enforceable under
applicable Laws, a court of competent jurisdiction shall construe and interpret
or reform such provision to the extent necessary to make it valid and
enforceable under such applicable Laws.

      12.11 Publicity and Reports. The parties will coordinate all publicity
relating to the transactions contemplated by this Agreement, and the parties
will not issue any press release, publicity statement or other public notice
relating to this Agreement, or the transactions contemplated by this Agreement,
without consulting with the other parties except to the extent that independent
legal counsel to any party delivers a written opinion to the other parties to
the effect that a particular action may be required by applicable Law, in which
event the party taking the particular action will give reasonable notice to the
other parties and will consult with such other parties regarding such action.

      12.12 Governing Law. This  Agreement  shall be governed in all respects,
including validity,  interpretation,  effect,  construction and performance by
the laws of New York.

      12.13 Entire  Agreement.  This Agreement  contains the entire  agreement
between  the  parties  hereto with  respect to the  transactions  contemplated
herein.

                                       22
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase
Agreement to be executed as of the date first above written.

                              BAUSCH & LOMB INCORPORATED



                              By: /s/ Stephen C. Mcluski
                                   -----------------------------------------
                                    Name:  Stephen C. Mcluski
                                    Title: Senior Vice President and
                                           Chief Financial Officer



                              BAUSCH & LOMB SURGICAL, INC.


                              By: /s/ Stephen C. Mcluski
                                   -----------------------------------------
                                    Name:  Stephen C. Mcluski
                                    Title: Senior Vice President and
                                           Chief Financial Officer


                              OPTEX OPHTHALMOLOGICS, INC.



                              By: /s/ A. Joseph Rudick
                                   -----------------------------------------
                                    Name:  A. Joseph Rudick
                                    Title: President


                              ATLANTIC TECHNOLOGY VENTURES, INC.



                              By: /s/ Frederic P. Zotos
                                   -----------------------------------------
                                    Name:  Frederic P. Zotos
                                    Title: President and Chief
                                           Executive Officer


                                       23
<PAGE>


                                  Exhibit A

                         Attach Development Agreement



<PAGE>

                                    Exhibit B

                             Clinical Demonstration

A clinical trial in patients with cataracts of hardness Grade 1-3 (as defined
below) and a separate clinical trial in patients with cataracts of hardness
Grade 4+ (as defined below) (together the "Clinical Trials"). The Clinical
Trials shall be designed by Buyer and funded by Buyer in order to evaluate the
Redesigned Catarex Handpiece relative to ultrasonic phacoemulsification.

The Clinical Trial in cataracts of hardness Grade 1-3 shall be designed to
evaluate the following expectations:

     o    The trial does not raise significant safety considerations or
          unexpected adverse events.

     o    The total time the Catarex(TM) probe is activated inside the lens
          capsule to remove the cataractous lens and cortex material during a
          procedure is typically 2.5 minutes and, except in unusual
          circumstances shall not be greater than four (4) minutes.

     o    The procedure is a single-step (i.e., single probe insertion)
          procedure unlike phaco, which requires the removal of the phaco probe
          once the cataract has been fragmented followed by the insertion of a
          separate irrigation/aspiration probe to remove the lens contents.

     o    The procedure is a true endocapsular procedure in which the
          Catarex(TM) probe is inserted into the lens capsule and held
          relatively stationary.

     o    Enlargement (i.e., larger than the probe diameter) of the initial
          capsulorhexis is not required for a successful cataract removal.

     o    Sculpting, such as is typically performed in phaco, is not required.

     o    When required, the initial capsulorhexis can be successfully enlarged
          in order to insert an intraocular lens without requiring extraordinary
          measures.


The Clinical Trial in cataracts of hardness Grade 4 or higher shall be designed
to evaluate the foregoing expectations, except that in a surgical procedure, the
cataract and associated cortex material is successfully removed without the
necessity for additional equipment in a time substantially equivalent to phaco.

<PAGE>



                               Schedule 2.1(a)
                              Assumed Contracts


<PAGE>

                               Schedule 2.1(b)
                                  Equipment


<PAGE>



                               Schedule 2.1(d)
                             Other Current Assets


<PAGE>



                               Schedule 2.1(e)
                            Patents and Trademarks


<PAGE>



                               Schedule 5.1(d)
                              Other Liabilities


<PAGE>



                               Schedule 5.1(g)
                                   Permits


<PAGE>



                               Schedule 5.1(h)
                         Exceptions to Enforceability
                                      of
                              Assumed Contracts


<PAGE>



                               Schedule 5.1(j)
                                  Inventory


<PAGE>



                                 Schedule 7.8
                                Optex Patents