Confirmation letter



  
 Exhibit 10.1

 August 10, 2010 
 Unilens
Corp. USA 
 10431 72nd Street North 

Largo, FL 33777 
 Dear Michael Pecora:

 The purpose of this letter “Confirmation” is to confirm the terms and conditions of the Swap Transaction entered into between
Regions Bank (‘Regions Bank’) and Unilens Corp. USA (‘Counterparty’) on the Trade Date specified below (the ‘Swap Transaction’). This letter agreement constitutes a ‘Confirmation’ as referred to in the Master
Agreement specified below. 
 The definitions and provisions contained in the 2006 ISDA Definitions published by the International Swaps and
Derivatives Association, Inc. (the “Definitions”) are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. This Confirmation
constitutes a “Confirmation” as referred to in, and supplements, forms part of and is subject to, the ISDA Master Agreement dated as of January 15, 2010, as amended, and supplemented from time to time (“the Agreement”),
between Unilens Corp. USA and Regions Bank. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. 
 The terms of this particular Swap Transaction to which this Confirmation relates are as follows: 
  

			
	 Notional Amount:
	  	USD $5,300,000.00 subject to amortization as set forth in Schedule A attached hereto.
		
	 Trade Date:
	  	August 06, 2010
		
	 Effective Date:
	  	August 19, 2010
		
	 Termination Date:
	  	January 19, 2015
		  	Subject to adjustment in accordance with the Following Business Day Convention
		
	Fixed Amounts:	  	
		
	 Fixed Rate Payer:
	  	Counterparty
		
	 Fixed Rate Payer Payment Dates:
	  	The 19th day of every month, commencing on September 19, 2010 up to and including the Termination Date, with no adjustment to period end dates, subject to adjustment in Accordance with the Following Business
Day Convention.


  
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	 Fixed Rate:
	  	1.41000%
		
	 Fixed Rate Day Count Fraction:
	  	Act/360
		
	Floating Amounts:	  	
		
	 Floating Rate Payer:
	  	Regions Bank
		
	 Floating Rate Payer Payment Dates:
	  	The 19th day of every month, commencing on September 19, 2010 up to and including the Termination Date, with no adjustment to period end dates, subject to adjustment in Accordance with the Following Business Day
Convention.
		
	 Floating Rate for Initial Compounding Period:
	  	To Be Determined
		
	 Floating Rate Option:
	  	USD-LIBOR-BBA
		
	 Designated Maturity:
	  	1 Month
		
	 Floating Rate Spread:
	  	None
		
	 Floating Rate Day Count Fraction:
	  	Act/360
		
	 Reset Dates:
	  	The first day of each Calculation Period.
		
	 Method of Averaging:
	  	Not Applicable
		
	 Compounding:
	  	Not Applicable
		
	 Compounding Dates:
	  	Not Applicable
		
	 Business Days:
	  	New York and London
		
	 Business Day Convention:
	  	Following
		
	 Calculation Agent:
	  	Regions Bank
		
	Account Details:	  	
	Payments to Regions Bank:	  	
	 Fed Routing Number:
	  	062-005-690
	 Account Number:
	  	1410010009000
	 Attention:
	  	Treasury Operations
		
	Payments to Counterparty:	  	
	 Fed Routing Number:
	  	063-104-668
	 Account Name:
	  	Unilens Corp. USA
	 Account Number:
	  	0123277386
		
	Offices:	  	
	 Regions Bank:
	  	PO Box 10247
		  	Birmingham, AL 35202
		  	Mail Code BH11703B
	 Phone:
	  	205-264-7410
	 Fax:
	  	205-264-7087


  
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 Other Provisions: 

By executing below, the parties hereby agree that Unilens Vision Sciences, Inc., a Delaware corporation is a party to the Transaction
evidenced hereby and is an entity constituting “Party B” for purposes of the Agreement. 
 The Counterparty has consulted, to the
extent it has deemed necessary, with its legal, tax and financial advisors regarding its decision to enter into the Swap Transaction and has had an opportunity to ask questions of, and has obtained all requested information from, Regions Bank
concerning the Swap Transaction. The Counterparty has made its own independent decision to enter into the Swap Transaction based upon its own judgment, with full understanding of the economic, legal and other risks associated with the Swap
Transaction (which risks it is willing to assume) and is entering into the Swap Transaction without relying upon any advice (oral or written) or projections of Regions Bank. The Counterparty understands that Regions Bank is relying on the statements
made by the Counterparty in this paragraph in entering into the Swap Transaction. 
 Please confirm that the foregoing correctly sets forth
the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. 
  

			
	Regards,
	
	REGIONS BANK
		
	By:	 	 /s/ Carl Taube

		
		 	Carl Taube
		 	Vice President
	
	Accepted and confirmed as of the date first written:
	
	UNILENS CORP. USA
	
	 /s/ Michael Pecora

		
	By:	 	Michael Pecora
		
	Title:	 	
	
	UNILENS VISION SCIENCES, INC.
	
	 /s/ Michael Pecora

		
	By:	 	Michael Pecora
		
	Title:	 	


  
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