EXHIBIT 10.9

          RESEARCH, DEVELOPMENT AND EXPERIMENTAL COST SHARING AGREEMENT

         This RESEARCH, DEVELOPMENT AND EXPERIMENTAL COST SHARING AGREEMENT (the
"AGREEMENT") is entered into as of August 17, 2001 (the "EFFECTIVE DATE") by and
between VISX, Incorporated ("VISX"), a Delaware corporation, and Medjet Inc.
("MEDJET"), a Delaware corporation.
                                   BACKGROUND
VISX desires to finance costs to support research, development, and associated
experimental work that will be incurred to develop waterjet related technology
and products, including a waterjet microkeratome and other potential
technologies and products such as those for use in drug delivery and dentistry
(collectively, the "PRODUCTS") for a 12 month period following the Effective
Date. The Products will include any processes, techniques and designs used in
the production or application of the Products. Medjet desires to provide
research, development and experimental services with respect to the Products for
a 12 month period following the Effective Date.

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I.   COSTS. VISX WILL CONTRIBUTE CASH IN THE FOLLOWING AMOUNTS AND MANNER TO
     SUPPORT RESEARCH INTO, EXPERIMENTATION AND, WHERE POSSIBLE, DEVELOPMENT OF
     COMMERCIALLY SALEABLE PRODUCTS ("R&D ACTIVITIES"). THESE COSTS THAT ARE
     FUNDED BY VISX AND INCURRED BY MEDJET ARE INTENDED TO BE INCIDENT TO THE
     DEVELOPMENT OR IMPROVEMENT OF THE PRODUCTS. THE EXPENDITURES ARE FOR
     ACTIVITIES INTENDED TO DISCOVER INFORMATION THAT WOULD ELIMINATE
     UNCERTAINTY CONCERNING THE DEVELOPMENT OF THE PRODUCTS. ALL SUCH
     EXPENDITURES WILL BE REASONABLE UNDER THE CIRCUMSTANCES AND IN AMOUNTS THAT
     WOULD ORDINARILY BE PAID FOR LIKE ACTIVITIES BY LIKE ENTERPRISES UNDER LIKE
     CIRCUMSTANCES. VISX UNDERSTANDS THAT SUCH EXPENDITURES WILL COVER THOSE
     SERVICES AND EXPENSES, INCLUDING ADMINISTRATIVE EXPENSES, NECESSARY TO
     FULLY SUPPORT MEDJET'S OPERATIONS IN PURSUIT OF THE R&D ACTIVITIES.

     A.   MONTHLY PLANNING AND FUNDING.

          1.   For the first six months, the minimum monthly payment will be no
               less than $150,000 per month. For the second six months, the
               minimum monthly payment will be no less than $100,000 per month.
               The first payment will be due on the Effective Date. Subsequent
               minimum monthly payments will be paid by the first day of each
               calendar month during the 12 month period following the Effective
               Date. The first and last payments will be prorated if for partial
               calendar months.

          2.   Medjet will maintain records of its R&D Activities and provide a
               report to VISX at the end of each month (the "MONTHLY REPORT")
               detailing: Medjet's expenditures for that month, R&D Activities
               for that month and a forecast of planned R&D Activities and
               expenditures for the next three months. VISX will have the right
               to review Medjet's records relating to the items set forth in the
               Monthly Report.

     B.   ADDITIONAL/TOTAL FUNDING. VISX MAY, AT ITS SOLE DISCRETION, PROVIDE
          ADDITIONAL FUNDING ABOVE THE MINIMUMS SET FORTH IN SECTION 1.1.(A).
          SUCH ADDITIONAL FUNDING, IF ANY, WILL BE PROVIDED BASED ON THE
          FORECAST OF FUTURE R&D ACTIVITIES AND EXPENDITURES CONTAINED IN THE
          MONTHLY REPORT. THE PARTIES ESTIMATE THAT FUNDING DURING THE SECOND
          SIX MONTHS WILL EXCEED $100,000 PER MONTH IF PROGRESS IS MADE AS
          ANTICIPATED, BUT THAT TOTAL FUNDING FOR THE 12 MONTH PERIOD WILL NOT
          EXCEED $2,500,000.

II.  RESEARCH AND EXPERIMENTATION. MEDJET WILL PROVIDE THE PREMISES AND THE
     HUMAN ENGINEERING ACTIVITIES TO CARRY OUT R&D ACTIVITIES.

     A.   DIRECTION. MEDJET WILL CONDUCT R&D ACTIVITIES AT THE DIRECTION OF VISX
          AND ENDEAVOR TO DESIGN AND DEVELOP THE PRODUCTS TO VISX'S
          SPECIFICATIONS.


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<PAGE>

     B.   SOLE ENDEAVOR. DURING THE TERM OF THIS AGREEMENT, EACH MEDJET EMPLOYEE
          INVOLVED IN RESEARCH OR DEVELOPMENT MUST ENGAGE ONLY IN R&D ACTIVITIES
          AND NOT RESEARCH OR DEVELOPMENT OF ANY PRODUCT OR TECHNOLOGY OTHER
          THAN THE PRODUCTS. IF A MEDJET CONTRACTOR IS INVOLVED IN RESEARCH OR
          DEVELOPMENT, THAT CONTRACTOR'S SERVICES PROVIDED TO MEDJET MUST
          CONSIST ONLY OF R&D ACTIVITIES AND NOT RESEARCH OR DEVELOPMENT OF ANY
          PRODUCT OR TECHNOLOGY OTHER THAN THE PRODUCTS. DURING THE TERM OF THIS
          AGREEMENT, MEDJET WILL NOT ENTER INTO ANY LICENSE AGREEMENT WITH A
          THIRD PARTY, OR ANY OTHER AGREEMENT WITH A THIRD PARTY (OTHER THAN
          EMPLOYEES AND CONTRACTORS INVOLVED IN PROVIDING R&D ACTIVITIES TO
          MEDJET, AS CONTEMPLATED HEREBY) REGARDING THE RESEARCH, DEVELOPMENT,
          COMMERCIALIZATION, SALE, LICENSE OR USE OF ANY OF MEDJET'S SERVICES,
          INTELLECTUAL PROPERTY, PRODUCTS OR TECHNOLOGY, INCLUDING BUT NOT
          LIMITED TO (A) TECHNOLOGY DEVELOPED UNDER THIS AGREEMENT, (B) THE
          PRODUCTS OR (C) PRODUCTS SIMILAR TO THE PRODUCTS, WITHOUT VISX'S PRIOR
          WRITTEN CONSENT.

     C.   INFRINGEMENT. MEDJET WILL NOT KNOWINGLY INFRINGE THIRD PARTY
          INTELLECTUAL PROPERTY RIGHTS IN THE COURSE OF R&D ACTIVITIES OR
          PROVIDING ANY DESIGNS, PROTOTYPES OR PRODUCTS WITH RESPECT TO THE R&D
          ACTIVITIES (THE "DELIVERABLES"). THE R&D ACTIVITIES AND DELIVERABLES
          WILL BE CARRIED OUT BY EMPLOYEES OF MEDJET WITHIN THE SCOPE OF THEIR
          EMPLOYMENT AND UNDER OBLIGATION TO ASSIGN INVENTIONS, INTELLECTUAL
          PROPERTY, DESIGNS AND TECHNIQUES TO MEDJET ARISING FROM THEIR
          EMPLOYMENT, OR BY INDEPENDENT CONTRACTORS UNDER WRITTEN OBLIGATIONS TO
          ASSIGN ALL INVENTIONS, INTELLECTUAL PROPERTY, DESIGNS AND TECHNIQUES
          TO MEDJET ARISING FROM SUCH R&D ACTIVITIES.

III. CLINICAL TESTING. MEDJET WILL WORK WITH VISX TO PERFORM CLINICAL TESTS AND
     RESEARCH OF THE PRODUCTS AND WATERJET TECHNOLOGY AS VISX MAY REQUIRE,
     PROVIDED THAT SUCH TESTS AND RESEARCH ARE WITHIN MEDJET'S ABILITY AND
     RESOURCES TO EXECUTE.


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IV.  INTELLECTUAL PROPERTY RIGHTS. THIS AGREEMENT DOES NOT CONSTITUTE A LICENSE
     OF EITHER PARTY'S PRE-EXISTING INTELLECTUAL PROPERTY. THE PARTIES WILL
     CONSULT AND COOPERATE WITH EACH OTHER WITH RESPECT TO OBTAINING PATENT
     PROTECTION FOR INVENTIONS RESULTING FROM R&D ACTIVITIES; HOWEVER, NEITHER
     PARTY HAS ANY OBLIGATION TO PURSUE PATENT PROTECTION FOR INVENTIONS
     RESULTING FROM R&D ACTIVITIES. VISX AND MEDJET WILL JOINTLY OWN ALL
     INTELLECTUAL PROPERTY AND ANY RESULTING PATENTS DEVELOPED BY EITHER PARTY
     UNDER THIS AGREEMENT. MEDJET WILL PROVIDE ALL REASONABLE ASSISTANCE TO
     VISX, AT VISX'S EXPENSE, INCLUDING WITHOUT LIMITATION EXECUTING ALL
     DOCUMENTS REASONABLY REQUESTED BY VISX, IN CONNECTION WITH ANY SUCH
     PROSECUTION AND PERFECTING VISX'S RIGHTS IN ANY SUCH PATENT APPLICATIONS
     AND PATENTS. TO THE EXTENT POSSIBLE WITHOUT A LICENSE GRANT FROM THE PARTY
     OWNING THE INTELLECTUAL PROPERTY NOT JOINTLY OWNED, MEDJET AND VISX WILL
     EACH BE ABLE TO EXPLOIT THE INTELLECTUAL PROPERTY DEVELOPED FROM THESE
     ACTIVITIES, BUT WILL NOT BE ABLE TO EXPLOIT THE INTELLECTUAL PROPERTY OF
     THE OTHER PARTY DEVELOPED PRIOR TO (OR OTHER THAN FROM) THESE RESEARCH AND
     DEVELOPMENT ACTIVITIES, UNLESS SUCH OTHER PARTY DECIDES TO GRANT IT A
     LICENSE TO DO SO.

V.   CONFIDENTIAL INFORMATION. EXCEPT AS PROVIDED HEREIN, AND FOR 5 YEARS AFTER
     THE EFFECTIVE DATE, EACH OF VISX AND MEDJET WILL MAINTAIN IN CONFIDENCE,
     AND WILL NOT USE FOR ANY PURPOSE OR DISCLOSE TO ANY THIRD PARTY,
     INFORMATION DISCLOSED BY THE OTHER PARTY IN WRITING AND MARKED
     "CONFIDENTIAL" OR THAT IS DISCLOSED ORALLY AND CONFIRMED IN WRITING AS
     CONFIDENTIAL WITHIN 45 DAYS FOLLOWING SUCH DISCLOSURE (COLLECTIVELY,
     "CONFIDENTIAL INFORMATION").

     A.   INTERNAL USE. EACH OF VISX AND MEDJET MAY DISCLOSE THE OTHER'S
          CONFIDENTIAL INFORMATION TO EMPLOYEES OR AGENTS REQUIRING ACCESS
          THERETO SOLELY FOR PURPOSES OF PERFORMING ITS OBLIGATIONS OR
          EXERCISING ITS RIGHTS GRANTED UNDER THIS AGREEMENT; PROVIDED THAT
          PRIOR TO MAKING SUCH DISCLOSURES, EACH SUCH EMPLOYEE OR AGENT IS
          APPRISED OF THE DUTY AND OBLIGATION TO MAINTAIN CONFIDENTIAL
          INFORMATION IN CONFIDENCE AND NOT TO USE SUCH INFORMATION FOR ANY
          PURPOSE OTHER THAN IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS
          AGREEMENT. AS REQUIRED, EACH PARTY WILL TAKE ALL STEPS NECESSARY TO
          ENSURE THAT ITS EMPLOYEES AND AGENTS WILL COMPLY WITH THE
          CONFIDENTIALITY TERMS AND CONDITIONS OF THIS SECTION 5.

     B.   EXCEPTIONS. CONFIDENTIAL INFORMATION DOES NOT INCLUDE INFORMATION THAT
          THE RECEIVING PARTY SHOWS BY COMPETENT WRITTEN PROOF:

               (i) was already known to the receiving party, other than under an
          obligation of confidentiality, at the time of disclosure by the other
          party;



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               (ii) was generally available to the public or otherwise part of
          the public domain at the time of its disclosure to the receiving party
          by the other party;

               (iii) became generally available to the public or otherwise part
          of the public domain after its disclosure and other than through any
          act or omission of the receiving party in breach of this Agreement;

               (iv) was disclosed to the receiving party, other than under an
          obligation of confidentiality to a third party, by a third party who
          had no obligation to the disclosing party not to disclose such
          information to others;

               (v) was approved for release by written authorization of the
          disclosing party; or

               (VI) IS INDEPENDENTLY DEVELOPED BY EMPLOYEES OR CONTRACTORS OF
          THE RECEIVING PARTY OR ANY OF ITS AFFILIATES WITHOUT USING ANY OF THE
          OTHER PARTY'S CONFIDENTIAL INFORMATION.

     C.   PERMITTED USAGE. EACH PARTY HERETO MAY USE OR DISCLOSE THE OTHER
          PARTY'S CONFIDENTIAL INFORMATION TO THE EXTENT SUCH USE OR DISCLOSURE
          IS REASONABLY NECESSARY IN: (I) FILING, PROSECUTING OR DEFENDING
          PATENT APPLICATIONS, (II) LITIGATION ARISING FROM THE PATENTS OR
          PATENT APPLICATIONS UNDER THIS AGREEMENT, (III) COMPLYING WITH
          APPLICABLE GOVERNMENTAL REGULATIONS OR OTHERWISE SUBMITTING
          INFORMATION TO TAX OR OTHER GOVERNMENTAL AUTHORITIES, (IV) ENFORCING
          THIS AGREEMENT OR (V) CONDUCTING CLINICAL TRIALS, PROVIDED THAT IF A
          PARTY IS REQUIRED TO MAKE ANY SUCH DISCLOSURE OF ANOTHER PARTY'S
          CONFIDENTIAL INFORMATION, IT WILL GIVE REASONABLE ADVANCE NOTICE TO
          THE LATTER PARTY OF SUCH DISCLOSURE AND, SAVE TO THE EXTENT
          INAPPROPRIATE IN THE CASE OF PATENT APPLICATIONS, WILL USE ITS BEST
          EFFORTS TO SECURE CONFIDENTIAL TREATMENT OF SUCH INFORMATION PRIOR TO
          ITS DISCLOSURE (WHETHER THROUGH PROTECTIVE ORDERS OR OTHERWISE).

     D.   CONFIDENTIAL TERMS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, EACH OF VISX
          AND MEDJET AGREES NOT TO DISCLOSE ANY FINANCIAL TERMS OF THIS
          AGREEMENT TO ANY THIRD PARTY WITHOUT THE CONSENT OF THE OTHER PARTY
          EXCEPT AS REQUIRED BY SECURITIES OR OTHER APPLICABLE LAWS OR
          REGULATIONS; PROVIDED, HOWEVER, THAT EACH OF VISX AND MEDJET AGREES TO
          USE ITS REASONABLE COMMERCIAL EFFORTS TO OBTAIN CONFIDENTIAL TREATMENT
          FROM THE SECURITIES AND EXCHANGE COMMISSION OR OTHER REGULATORY BODY.
          EACH PARTY MAY DISCLOSE THIS AGREEMENT TO ITS RESPECTIVE ATTORNEYS AND
          ACCOUNTANTS IN CONNECTION WITH THEIR REVIEW OF THIS AGREEMENT OR IN
          CONNECTION WITH THE FILING OF REPORTS WITH THE SECURITIES AND EXCHANGE
          COMMISSION, AND, SUBJECT TO REASONABLE CONDITIONS OF CONFIDENTIALITY,
          TO PROSPECTIVE AND OTHER INVESTORS, ACQUIRERS OR MERGER PARTNERS,
          PROFESSIONAL ADVISORS AND OTHERS WITH WHOM SUCH PARTY HAS OR IS
          CONSIDERING A BUSINESS RELATIONSHIP.

VI.  TERM AND TERMINATION. THIS AGREEMENT WILL REMAIN IN EFFECT FOR 12 MONTHS
     FOLLOWING THE EFFECTIVE DATE, UNLESS EARLIER TERMINATED AS PROVIDED BELOW.



                                      -5-
<PAGE>

     A.   TERMINATION FOR DEFAULT. THIS AGREEMENT MAY BE TERMINATED BY ONE PARTY
          UPON WRITTEN NOTICE BY REASON OF A MATERIAL DEFAULT BY THE OTHER PARTY
          THAT THE BREACHING PARTY FAILS TO REMEDY WITHIN 30 DAYS (OR 15 DAYS IN
          CASE OF A FAILURE TO MAKE A PAYMENT PROVIDED FOR HEREUNDER), AFTER
          WRITTEN NOTICE THEREOF BY THE NON-BREACHING PARTY.

     B.   TERMINATION IN EVENT OF BANKRUPTCY. EITHER PARTY MAY TERMINATE THIS
          AGREEMENT UPON BANKRUPTCY, INSOLVENCY, DISSOLUTION OR WINDING UP OF
          THE OTHER.

     C.   EFFECT OF TERMINATION. TERMINATION OF THIS AGREEMENT FOR ANY REASON
          WILL NOT RELIEVE THE PARTIES OF ANY OBLIGATION THAT ACCRUED PRIOR TO
          SUCH TERMINATION. UPON TERMINATION, EACH PARTY WILL RETURN OR DESTROY
          THE OTHER PARTY'S CONFIDENTIAL INFORMATION IN ITS CONTROL OR
          POSSESSION. THE PROVISIONS OF SECTION 4, SECTION 5 AND SECTION 7 IN
          THEIR ENTIRETY AND THIS SECTION 6.3 WILL SURVIVE TERMINATION OF THIS
          AGREEMENT.

VII. MISCELLANEOUS.

     A.   GOVERNING LAW. THIS AGREEMENT, AND ANY DISPUTE ARISING FROM THE
          PERFORMANCE OR BREACH HEREOF, WILL BE GOVERNED BY AND CONSTRUED AND
          ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA,
          WITHOUT REFERENCE TO CONFLICTS OF LAWS PRINCIPLES. THE PREVAILING
          PARTY IN ANY LEGAL ACTION TO ENFORCE OR INTERPRET THIS AGREEMENT SHALL
          BE ENTITLED TO REASONABLE COSTS AND ATTORNEYS' FEES AND EXPENSES IN
          CONNECTION THEREWITH.

     B.   INDEPENDENT CONTRACTORS. THE RELATIONSHIP OF THE PARTIES HERETO IS
          THAT OF INDEPENDENT CONTRACTORS. THE PARTIES HERETO ARE NOT DEEMED TO
          BE AGENTS, PARTNERS OR JOINT VENTURERS OF THE OTHERS FOR ANY PURPOSE
          AS A RESULT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
          MEDJET WILL HAVE SOLE LIABILITY FOR THE ACTIONS AND OMISSIONS OF ITS
          EMPLOYEES AND CONTRACTORS. MEDJET WILL INDEMNIFY VISX AGAINST ANY
          CLAIM BY MEDJET'S EMPLOYEES OR CONTRACTORS FOR WORKERS' COMPENSATION
          OR OTHER CLAIMS BY MEDJET'S EMPLOYEES OR CONTRACTORS ARISING UNDER
          THIS AGREEMENT. MEDJET WILL ALSO MAINTAIN REASONABLE AND CUSTOMARY
          INSURANCE COVERAGE FOR GENERAL LIABILITY, PROPERTY AND CASUALTY
          CLAIMS. IN THE EVENT THE INTERNAL REVENUE SERVICE OR ANY OTHER STATE
          OR LOCAL AGENCY DETERMINES THAT MEDJET IS A COMMON LAW EMPLOYEE OF
          VISX AND THEREFORE SUBJECT TO WITHHOLDING AND PAYROLL TAXES (E.G.
          FEDERAL INCOME TAX, FICA, FUTA, ETC.) MEDJET WILL FULLY INDEMNIFY VISX
          FOR ALL SUCH WITHHOLDING AND PAYROLL TAXES, AND ASSOCIATED INTEREST
          AND PENALTIES ASSESSED AGAINST VISX IN CONNECTION WITH SUCH
          DETERMINATION.


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     C.   ASSIGNMENT. NEITHER PARTY MAY ASSIGN THIS AGREEMENT WITHOUT THE PRIOR
          WRITTEN CONSENT OF THE OTHER PARTY, EXCEPT THAT EITHER PARTY MAY
          ASSIGN THIS AGREEMENT WITHOUT SUCH CONSENT TO AN ENTITY THAT ACQUIRES
          ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OR ASSETS OF SUCH PARTY
          PERTAINING TO THE SUBJECT MATTER HEREOF, WHETHER BY MERGER,
          REORGANIZATION, ACQUISITION, SALE OR OTHERWISE. ANY OTHER ATTEMPTED
          ASSIGNMENT OF THIS AGREEMENT WILL BE VOID. SUBJECT TO THE FOREGOING,
          THIS AGREEMENT WILL BE BINDING UPON AND INURE TO THE BENEFIT OF THE
          PARTIES AND THEIR SUCCESSORS, HEIRS AND ASSIGNS.

     D.   NOTICES. ALL NOTICES, REQUESTS AND OTHER COMMUNICATIONS HEREUNDER WILL
          BE IN WRITING AND WILL BE PERSONALLY DELIVERED OR SENT BY TELECOPY OR
          OTHER ELECTRONIC FACSIMILE TRANSMISSION OR BY REGISTERED OR CERTIFIED
          MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, IN EACH CASE TO THE
          RESPECTIVE ADDRESS APPEARING BELOW EACH PARTY'S SIGNATURE, OR SUCH
          OTHER ADDRESS AS MAY BE SPECIFIED IN WRITING TO THE OTHER PARTY
          HERETO.

     E.   PARTIAL INVALIDITY. IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE
          INVALID BY A COURT OF COMPETENT JURISDICTION, THEN THE REMAINING
          PROVISIONS WILL REMAIN, NEVERTHELESS, IN FULL FORCE AND EFFECT. THE
          PARTIES AGREE TO RENEGOTIATE IN GOOD FAITH ANY PROVISION HELD INVALID
          AND TO BE BOUND BY THE MUTUALLY AGREED SUBSTITUTE PROVISION IN ORDER
          TO GIVE THE MOST APPROXIMATE EFFECT ORIGINALLY INTENDED BY THE
          PARTIES.

     F.   SEVERABILITY. IN THE EVENT THAT ANY PROVISIONS OF THIS AGREEMENT ARE
          DETERMINED TO BE INVALID OR UNENFORCEABLE BY A COURT OF COMPETENT
          JURISDICTION, THE REMAINDER OF THE AGREEMENT WILL REMAIN IN FULL FORCE
          AND EFFECT WITHOUT SAID PROVISION. IN SUCH EVENT, THE PARTIES WILL IN
          GOOD FAITH NEGOTIATE A SUBSTITUTE CLAUSE FOR ANY PROVISION DECLARED
          INVALID OR UNENFORCEABLE, WHICH WILL MOST NEARLY APPROXIMATE THE
          INTENT OF THE PARTIES IN ENTERING THIS AGREEMENT.

     G.   WAIVER. IT IS AGREED THAT NO WAIVER BY EITHER PARTY HERETO OF ANY
          BREACH OR DEFAULT OF ANY OF THE COVENANTS OR AGREEMENTS HEREIN SET
          FORTH WILL BE DEEMED A WAIVER AS TO ANY SUBSEQUENT AND/OR SIMILAR
          BREACH OR DEFAULT.

     H.   COMPLETE AGREEMENT. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT,
          BOTH WRITTEN AND ORAL, BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT
          MATTER HEREOF, AND ALL PRIOR AGREEMENTS RESPECTING THE SUBJECT MATTER
          HEREOF, EITHER WRITTEN OR ORAL, EXPRESSED OR IMPLIED, ARE MERGED AND
          CANCELED, AND ARE NULL AND VOID AND OF NO EFFECT. NO AMENDMENT OR
          CHANGE HEREOF OR ADDITION HERETO WILL BE EFFECTIVE OR BINDING ON
          EITHER OF THE PARTIES HERETO UNLESS REDUCED TO WRITING AND DULY
          EXECUTED ON BEHALF OF BOTH PARTIES HERETO.

     I.   HEADINGS. THE CAPTIONS TO THE SECTIONS HEREOF ARE NOT A PART OF THIS
          AGREEMENT, BUT ARE INCLUDED MERELY FOR CONVENIENCE OF REFERENCE ONLY
          AND WILL NOT AFFECT ITS MEANING OR INTERPRETATION.


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     J.   COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH OF
          WHICH WILL BE DEEMED AN ORIGINAL AND WHICH TOGETHER WILL CONSTITUTE
          ONE INSTRUMENT.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



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         IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
date first above written.


VISX, INCORPORATED



By: /s/  Derek A. Bertocci
   -----------------------------------------------
   Name:    Derek A. Bertocci
   Title:   Vice President, Controller

Address for VISX, Incorporated             With a copy to:

VISX, Incorporated                         Wilson Sonsini Goodrich & Rosati
3400 Central Expressway                    650 Page Mill Road
Santa Clara, CA 95051-0703                 Palo Alto, CA 94304-1050
Facsimile:  (408) 773-7051                 Facsimile:  (650) 493-6811
Attention:  Derek A. Bertocci              Attention:  John Roos, Esq.





MEDJET INC.



By: /s/ Eugene I. Gordon
   -----------------------------------------------
   Name:    Dr. Eugene I. Gordon
   Title:   Chief Executive Officer

Address for Medjet Inc.:                    With a copy to:

Medjet Inc.                                 Kelley Drye & Warren LLP
1090 King George Post Road, Suite 301       101 Park Avenue
Edison, New Jersey 08837                    New York, New York 10178-0002
Facsimile:  (732) 738-3984                  Facsimile:  (212) 808-7897
Attention:  Dr. Eugene I. Gordon            Attention:  Jane E. Jablons, Esq.