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                                                                   EXHIBIT 10.33

    MANUFACTURING SUPPLY AND DISTRIBUTION AGREEMENT BETWEEN SONOMED, INC. AND
            OPHTHALMIC TECHNOLOGIES, INC. DATED AS OF MARCH 11, 2004

                MANUFACTURING, SUPPLY AND DISTRIBUTION AGREEMENT

THIS AGREEMENT by and between SONOMED, INC., incorporated in the State of New
York, in the Unites States of America ("SONOMED"), and Ophthalmic Technologies,
Inc., a Canadian Corporation ("OTI").

WHEREAS, SONOMED desires to purchase, market and sell certain products
manufactured by OTI and OTI is willing and able to manufacture and supply such
products to SONOMED under the terms and conditions described in this Agreement;

NOW, THEREFORE, SONOMED and OTI agree as follows:

1.    DEFINITIONS

      The following terms shall have the meaning specified in this SECTION:

      1.1 "ACCESSORIES" shall mean the individual PRODUCT components which may
            be sold separately as replacement parts, accessories to the Product
            as well as software upgrades to the system not included as standard
            features to Combination Products.

      1.2 "AFFILIATE" shall mean corporations, partnerships or other business
            entities, which, directly or indirectly are controlled by, control,
            or are under common control with a party to this Agreement.

      1.3 "ANNUAL FORECAST" shall mean a non-binding production planning
            forecast setting forth SONOMED's estimated requirements for
            PRODUCTS, including both estimated quantities and delivery dates,
            during a specified rolling twelve (12) month period.

      1.4 "ANNUAL MINIMUM" shall mean the quantities of Products set forth in
            SCHEDULE A for each YEAR.

      1.5 "ANNUAL ORDERS" shall mean binding blanket purchase orders
            specifying the minimum quantity, but not delivery dates, of PRODUCTS
            to be purchased by SONOMED during a YEAR.

      1.6 "BUSINESS DAY" shall mean every day with the exception of Saturday,
            Sunday or national holidays in the United States or Canada.

      1.7 "COMBINATION PRODUCTS" shall mean ultrasound devices, which have the
            capability to obtain images of both the anterior and posterior
            segments of the eye, or high frequency

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            anterior segment device upgrades to posterior segment devices
            previously sold to OTI ("Upgrades"). For greater certainty, an
            Anterior Segment Device is one that utilizes a 35-50 mhz probe. A
            posterior segment device is one that utilizes a 10-20 mhz probe.

      1.8 "CONFIDENTIAL INFORMATION" means any proprietary information or
            materials belonging to OTI or SONOMED, whether or not patentable,
            including but not limited to: formulations, techniques, methodology,
            equipment, data, reports, know-how, sources of supply, patent
            positioning, consultants and business plans, which are communicated
            to, learned of, developed or other wise acquired by the party
            receiving such information or material during or in the course of
            the agreement including information concerning the existence, scope
            or activities of any research and development project of OTI or
            SONOMED.

      1.9 "DELIVERY ORDERS" shall mean irrevocable, written purchase orders
            for PRODUCTS which specify the (i) product(s), by SKU, (ii) quantity
            to be delivered, (iii) designated carrier and (iv) requested
            delivery date. SONOMED shall purchase for delivery a minimum of 10
            units of Product at any one time.

      1.10 "EFFECTIVE DATE" shall mean March 1 1, 2004.

      1.11 "FDA" shall mean the United States Food and Drug Administration.

      1.12 "FIELD" AND OR "ANTERIOR SEGMENT DEVICE" shall mean medical devices
            utilizing 35MHz to 50 MHz ultrasound to obtain images of the
            anterior segment of the eye.

      1.13 "MASTER ARTWORK TEXT" shall mean the specific text or graphics for
            all items of labeling, including, but not limited to all special
            packaging, labels, markings and graphical screen representations, if
            any, to be included in the GUI. All of the same to be provided by
            SONOMED at its cost and expense and utilized by OTI in connection
            with the packaging and labeling of the PRODUCT.

      1.14 "NON-CONFORMING PRODUCT" shall mean any PRODUCT, WHICH DOES NOT
            CONFORM, to the SPECIFICATIONS, QSRS or other requirements of this
            Agreement.

      1.15 "PRODUCTS" or "PRODUCT" shall mean the 35 MHz and 50 MHz Anterior
            Segment ultrasound device, along with associated software and
            computer hardware, conforming to the SPECIFICATIONS and the QSRS.

      1.16 "QUARTER" shall mean the three-month periods commencing on the
            Effective Date of each Year of the Term.

      1.17 "QSRS" shall mean the quality system regulations for manufacture of
            medical devices promulgated under the United States Federal Food,
            Drug and Cosmetic Act, as amended.

      1.18 "SPECIFICATIONS" shall mean the descriptions, criteria, standards,
            and other requirements set forth in the attached Schedule B. The
            parties agree that the Products shall be provided with up to date
            configurations similar to the basic features offered as standard to
            the Anterior Segment systems on the OTI Combined Products, except
            that the systems may differ in terms of computer platform, and
            graphical user interface. The database will be removed from the
            Products but will be reinstalled if requested by SONOMED. OTI may
            make modifications to the design of or features to any of the

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            Products or make improvements to them at any time but shall be under
            no obligation to apply the same to any Products previously purchased
            by SONOMED.

      1.19 "SUPPLY FAILURE" shall mean failure by OTI for any reason to supply
            at least seventy-five percent (75%) of the Product quantities
            specified in SONOMED's DELIVERY ORDERS in any two consecutive
            QUARTERS, excluding any NON-CONFORMING PRODUCTS supplied by OTI,
            provided such DELIVERY ORDERS are consistent with the ANNUAL ORDER
            for such period.

      1.20 "TERM" shall mean the period beginning on the EFFECTIVE DATE and
            ending on the last day of YEAR 3.

      1.21 "TERRITORY" shall mean the United States of America.

      1.22 "YEAR" SHall mean consecutive twelve (12) month periods, with Year 1
            beginning on the EFFECTIVE DATE.

2.    APPOINTMENT AS EXCLUSIVE DISTRIBUTOR

      2.1 Exclusive Rights. Subject to OTI's retained rights as provided in
            SECTION 2.2, OTI hereby appoints SONOMED as OTI's exclusive vendor
            to market, sell and distribute the Products throughout the Territory
            during the Term. Products may not be resold outside the Territory.

      2.2 OTI Retained Rights. OTI shall retain the right to sell Combined
            Products in the Territory.

      2.3 Branding. The Products will be branded and identified as SONOMED
            Product. SONOMED to Provide OTI with all Master Artwork Text.

3.    SONOMED OBLIGATIONS TO MARKET

      3.1 Purchase of Products; Sales Efforts. SONOMED shall purchase Products
            from OTI on the terms and conditions set forth in this Agreement,
            and shall use commercially reasonable efforts to maximize sales of
            the Products in the Territory.

      3.2 General Duties. SONOMED shall, at its expense, be responsible for:

            (i)   All marketing decisions regarding the Products including, but
                  not limited to, pricing, provided that SONOMED shall make
                  reasonable efforts to maintain an average resale price of less
                  than Forty Thousand US Dollars ($40,000) in the United States.

            (ii)  Customer order processing, billing and collection for Products
                  sold by SONOMED in the Territory.

            (iii) Preparing all promotional materials and conducting all
                  promotional activities relating to the Products sold by
                  SONOMED in compliance with all applicable laws and regulations
                  of the regulatory authorities in each country in the
                  Territory;

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            (iv)  Establishing and maintaining a system of record keeping, with
                  the support and assistance of OTI, including a register of lot
                  numbers and individual Product numbers and customer names and
                  addresses for all Product sold by SONOMED in order to assist
                  OTI with traceability in the event of a Product recall and
                  require any customer that is not the end user of Products, to
                  maintain a similar register, including names and addresses of
                  its end users.

      3.3 Conference Presence. SONOMED shall display the Product at its booth
            at the AAO and ASCRS and other conferences and trades shows in the
            United States at which it attends. An OTI product specialist will
            assist SONOMED at its booth at the yearly AAO and ASCRS.

      3.4 Training Courses. IF requested by SONOMED, OTI will attend up to
            three times per year at its cost, a sales training session for
            SONOMED sales staff, distributors and agents.

      3.5 Advertising. SONOMED will advertise the Product on its web site and
            other product promotions and advertisements.

      3.6 Product Manager. SONOMED will assign a product manager responsible
            for the Product.

      3.7 Employee Training. SONOMED will send selected sales, marketing, and
            development personnel for training by OTI at OTI's offices in
            Toronto, Canada at such times as shall be mutually agreed by the
            parties. Each party shall bear its own expenses associated with such
            training.

4.    MANUFACTURE AND SUPPLY; RIGHTS TO PURCHASE

      4.1 Requirements. During the Term, SONOMED shall have the obligation to
            purchase the quantity of Products set out in Schedule A and shall
            have the right to purchase and OTI shall manufacture and supply
            SONOMED's requirements for the Products at such times and in such
            quantities as specified by SONOMED in its Annual Forecasts and
            Delivery Orders as provided herein. OTI shall be responsible for
            maintaining an adequate inventory of Products and shall exercise its
            best efforts to ensure that a sufficient quantity of Product will be
            available to satisfy SONOMED's Annual Orders.

      4.2 Accessories. SONOMED shall have the right to purchase Accessories on
            an as needed basis.

      4.3 Service. SONOMED to provide service after the expiration of the
            warranty period.

      4.4 Documentation. OTI shall provide SONOMED with a current operating
            and service manual text in English and all current photographs in
            electronic format.

5.    ANNUAL ORDERS; INITIAL PAYMENT; DEMONSTRATION UNITS

      5.1 Initial Annual Order. Within ten (10) Business Days following the
            Effective Date, SONOMED shall agree to purchase and shall submit to
            OTI the Annual Order for the

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            Year 1 Annual Minimum or such greater number it may desire (less the
            5 demonstration units referred it in 5.4).

      5.2 Subsequent Annual Orders. SONOMED agrees to purchase and submit an
            Annual Order for no less than the applicable Annual Minimum at least
            sixty (60) days prior to the beginning of each Year.

      5.3 Initial Deposit. SONOMED shall pay to OTI the sum of seventy
            thousand dollars $70,000 (US) which sum shall be applied as a credit
            against SONOMED's order of demonstration units.

      5.4 Demonstration Units. SONOMED hereby agrees to purchase five (5)
            demonstration units at a per unit purchase price of Fourteen
            Thousand US Dollars ($14,000), for use by its salesman and for
            display and use in its various courses, conferences and trades
            shows. The Initial Deposit will be applied by OTI against this
            order.

      5.5   Delivery Order Commitment. In the event that as of the expiration of
            any Year during the Term, SONOMED has failed to submit Delivery
            Orders for the Annual Order for such Year, OTI shall have the right
            to invoice SONOMED for such remaining units and SONOMED shall pay
            for such units in full within thirty (30) calendar days following
            receipt of invoice. Upon receipt of such payment, OTI shall deliver
            the remaining units to SONOMED's designated carrier for shipment.
            Failure to pay shall be considered a material breach of this
            Agreement.

      5.6   UPGRADE CREDIT. OTI SHALL WITHIN TWO WEEKS OF EACH QUARTER PROVIDE A
            WRITTEN REPORT TO SONOMED AS TO THE NUMBER OF UPGRADES OTI HAS SOLD
            IN SUCH QUARTER. THE ANNUAL MINIMUM FOR SUBSEQUENT ANNUAL ORDERS
            REFERRED TO IN 5. 2 ABOVE MAY BE REDUCED BY SONOMED BY THE NUMBER OF
            UPGRADES SOLD BY OTI IN THE PREVIOUS YEAR. THE ANNUAL MINIMUM IN ANY
            GIVEN YEAR MAY NOT BE REDUCED BY GREATER THAN ONE THIRD OF THE
            ANNUAL MINIMUM. IF SONOMED WISHES TO REDUCE THE ANNUAL MINIMUM IT
            MUST GIVE NOTICE TO OTI OF SUCH DESIRE AND THE QUANTITY BY WHICH IT
            DESIRES TO REDUCE THE ANNUAL MINIMUM AT THE TIME IT DELIVERS TO OTI
            ITS ANNUAL ORDER IN ACCORDANCE WITH SECTION 5.2 ABOVE.

6.    FORECASTS, ORDERS, SHIPMENTS

      6.1 Annual Forecasts. SONOMED will provide OTI with an initial Annual
            Forecast upon execution of this Agreement and shall update the
            Annual Forecast on a rolling basis no later than thirty (30)
            calendar days prior to the first day of each subsequent Quarter.

      6.2 Delivery Orders. SONOMED will provide OTI with an initial Delivery
            Order within ten (10) Business Days following the Effective Date and
            will submit subsequent Delivery Orders to OTI at least ninety (90)
            calendar days in advance of SONOMED's requested delivery date.
            SONOMED agrees to submit with its Annual Order each Year Delivery
            Orders for a minimum of twenty-five per cent (25%) of the Annual
            Order for each applicable Year of the Term to be delivered during
            the first Quarter of each such Year . SONOMED further agrees to
            purchase and take delivery each Quarter of each Year twenty-five
            percent of the Annual Order for each applicable Year.

      6.3 Shipment. Title and risk of loss or damages to the Products shall
            pass to SONOMED upon OTI's delivery to SONOMED's designated carrier
            for shipment at OTI's warehouse facility in Toronto, Canada. SONOMED
            shall bear any costs of shipment of

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            the Products from the point of delivery to SONOMED's designated
            carrier as well as the amount of any and all taxes (other than
            income or franchise taxes of OTI), custom duties or other charges
            which may be required to be paid or collected on the sale, delivery,
            or transportation of the Products. OTI shall not be responsible for
            delays, loss or damage in shipment. SONOMED assumes and agrees to
            pay all costs and charges for transportation, handling and insurance
            of the Products from the point of shipment.

      6.4 Invoicing. OTI shall submit an invoice for payment to SONOMED as of
            the date of fulfillment of any Delivery Order.

7.    PRICE AND PAYMENT

      7.1 Purchase Price. The per unit purchase price for all Products
            purchased by SONOMED in Year 1 shall be Fourteen Thousand US Dollars
            ($14,000). OTI may upon three months' prior written notice, increase
            the price of the Products after Year two and for each subsequent
            year by an amount not to exceed five (5%) per annum. If SONOMED
            disagrees with the price increase it may terminate the Agreement
            within five business days of receipt of such price increase notice
            in which event OTI will have five business days to retract such
            price increase in which even this Agreement continues or to accept
            such termination in which event section 18.4 will apply.

      7.2 Payment Terms. Except for the initial payment under SECTION 5.3 and
            as otherwise indicated in this agreement, SONOMED shall pay for the
            applicable purchase price within thirty (30) calendar days from the
            later of (i) receipt of invoice from OTI or (ii) date of delivery of
            Products to SONOMED's designated carrier for shipment.

      7.3 Accessories. SONOMED shall pay the purchase price for Accessories
            within thirty (30) calendar days from the later of (i) receipt of
            invoice from OTI or (ii) date of delivery of Products to SONOMED's
            designated carrier for shipment.

      7.4 Currency. All payments due hereunder shall be made in U.S. Dollars
            to OTI at its headquarters in Toronto, Canada, or such other place
            as OTI may designate.

8.    INTELLECTUAL PROPERTY

      8.1 Ownership. OTI shall retain all rights, title and interest in and to
            all intellectual property rights relating to the Products held by
            OTI prior the Effective Date or developed by OTI during the Term.
            Neither party shall use any trademark of the other party without
            prior written consent.

      8.2 Prosecution and Maintenance. Each party will undertake, diligently
            pursue, and bear all costs of the prosecution and maintenance of its
            respective patent rights.

      8.3 Response to Infringement. If either party becomes aware of any
            infringement or threatened infringement of the patent rights of
            either party, the party having such knowledge will give notice to
            the other. The party whose rights are so infringed shall have the
            responsibility to take such action as may be necessary, at its own
            expense, to prevent or eliminate such infringement. The other party
            shall cooperate in any reasonable manner. OTI shall not compromise
            or settle any suit for infringement of its patent rights relating to
            the Products in the Territory without the prior written

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            approval of SONOMED, which approval shall not be unreasonably
            withheld, conditioned or delayed.

      8.4 Damage Awards. Any damages recovered by the party bringing the
            action for patent infringement will be used first to compensate that
            party for its out-of-pocket expenses in the prosecution of any such
            action, suit or proceeding for infringement. Any remaining damages
            recovered by that party will be apportioned between SONOMED and OTI
            in proportion to the damage incurred by each party as a result of
            the infringement.

9.    THIRD PARTY RIGHTS

      9.1 Notice of Claims. If either party becomes aware of any action, or
            suit, or threat of action or suit, by a third party alleging that
            the manufacture, use or sale or offer for sale of the Products
            infringes a patent, or violates any other proprietary rights of any
            third party, such party will promptly notify the other party of the
            same and fully disclose all information relating thereto.

      9.2 Defense. OTI shall use commercially reasonable efforts to defend any
            such action relating to the Products. OTI shall cooperate and
            consult with SONOMED during the course of such defense and shall
            keep SONOMED fully informed with respect to all significant aspects
            of such action. SONOMED shall assist OTI by providing information in
            the possession and control of SONOMED and to provide such fact
            witnesses as may be reasonably necessary to such defense.

      9.3 Judgments and Settlements. If, by the terms of a (i) settlement of
            any claim against SONOMED or OTI, or (ii) judgment, decree or
            decision of a court, tribunal or other authority of competent
            jurisdiction finding that sale of any of the Products infringes a
            patent, or violates any other proprietary rights of any third party,
            SONOMED is required to compensate or pay damages to such third
            party, OTI will pay all such damages.

10.   REGULATORY COMPLIANCE

      10.1 Product Registrations. OTI shall obtain and maintain all site
            licenses, device registrations and other regulatory approvals, which
            may be or become necessary to enable OTI to manufacture and sell the
            Products to SONOMED and for SONOMED to market and sell the Products
            in the United States.

      10.2 Agency Inspections. OTI will notify SONOMED of the outcome of any
            inspection of any of its manufacturing or warehouse facilities
            utilized in connection with this Agreement by the FDA, and shall
            notify SONOMED within five (5) Business Days of any regulatory
            action taken.

11.   QUALITY ASSURANCE AND IMPROVEMENTS

      11.1 Master Artwork Text. SONOMED shall develop and provide Master
            Artwork Text no less than thirty (30) Business Days prior to the
            delivery date specified in SONOMED's initial Delivery Order.

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      11.2 Packaging. All Products shall be packaged in OTI's designated
            packaging, unless otherwise agreed by the parties. If SONOMED
            requires special packaging with SONOMED's designated brand names,
            model numbers and Master Artwork Text it shall either provide for it
            at its cost or pay OTI for it.

      11.3 Quality Assurance. OTI shall conduct quality testing on the Products
            prior to delivery to SONOMED as set forth in the Specifications and
            as required under the QSRs and shall deliver to SONOMED concurrently
            with each shipment a Certificate of Compliance stating that each
            unit shipped has been produced in accordance therewith. OTI shall
            retain all manufacturing records for no less than ten (10) years
            following the date of manufacture. OTI shall maintain documentation
            regarding each serialized unit and software revision level (as
            applicable) for each Product manufactured by or on behalf of OTI
            hereunder.

12.   WARRANTY

      12.1 OTI Warranties. OTI hereby represents and warrants that (i) OTI
            shall satisfy all requirements of the QSRs; (ii) all Products
            supplied to SONOMED hereunder shall have been manufactured, quality
            tested and packaged in accordance with, and shall conform to, the
            Specifications, all other requirements set forth in this Agreement
            and all laws and regulations, including but not limited to the QSRs,
            which may be or become applicable to the production of the Products
            during the term of this Agreement, (iii) OTI will maintain the
            integrity of the practices and processes upon which SONOMED has
            relied for Qualification.

      12.2 Product Warranties. All Products sold by SONOMED shall under normal
            and reasonable use and maintenance be warranted by OTI against
            defects in materials and workmanship for a period equal to the
            earlier of eighteen months (18) from the date of delivery to
            SONOMED's designated carrier for shipment or twelve months (12) from
            the date of delivery by SONOMED to the designated carrier for
            shipment of SONOMED's end user.

      12.3 Limitations. Except for the warranties set forth above, OTI makes no
            other warranty of any kind with regard to Products whether express,
            arising by operation of law, or otherwise, including without
            limitation any implied warranties of merchantability and fitness for
            a particular purpose. OTI shall not in any circumstance be liable
            for incidental or consequential damages. OTI excludes and disclaims,
            to the extent permitted by applicable law, any and all implies
            warranties including without limitation, implied warranties in
            connection with the design, sale, merchantability or fitness of the
            Products for any particular purpose of use. OTI shall not have any
            other liability for direct, consequential or incidental damages or
            damages arising from personal injury, loss of life or lost profits,
            and any and all liability of OTI shall be limited to the cost of the
            repair of replacement of the Products.

      12.4 Indemnity. If SONOMED makes any warranty or representation in
            consistent with or in addition to the warranties stated in this
            section, it shall, at its own expense, defend and hold OTI harmless
            from any claim to the extent it is based upon such inconsistent or
            additional warranty or representation. In addition, SONOMED agrees
            to indemnify and save harmless OTI from and against any and all
            claims, liabilities, costs and damages of any kind or amount
            whatsoever (including reasonable legal fees and other litigation
            costs, regardless of outcome) which arise in connection with the
            performance

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            of any servicing provided by SONOMED to the users of the Product
            other than in accordance with procedures established by OTI or
            common to the industry. OTI shall similarly indemnify the
            Distributor to the extent of claims relating to such servicing where
            the SOMOMED has complied with such procedures

      12.5 Service. OTI shall provide at its Toronto facility, or, at OTI's
            discretion arrange to provide through a mutually agreed upon third
            party, covered service under the terms of the warranty provided
            under SECTION 12.2 without additional charge to SONOMED or SONOMED's
            customers except for the cost of shipping Product to OTI's service
            location, which shall be borne by SONOMED or its customer. Costs and
            terms for service outside the scope of the warranty shall be
            determined by OTI. Any product that is serviced or refurbished by
            OTI shall be tested against the current finished good specification
            prior to release back to the customer.

13.   RECALLS, COMPLAINTS, RETURNS

      13.1 Notification. The parties shall immediately contact each other in
            the event that either party has any reason to believe that a
            voluntary withdrawal or recall of any Product may be necessary.
            SONOMED and OTI shall jointly confer and cooperate to resolve any
            issues with respect to a voluntary withdrawal or recall, including
            without limitation, the necessity of declaring the voluntary
            withdrawal or recall, the manner in which the voluntary withdrawal
            or recall should be conducted and the duration of the voluntary
            withdrawal or recall, provided that either party shall have the
            right to require a voluntary withdrawal of any Product in the event
            of a reasonable and good faith concern regarding the safety of such
            Product. SONOMED shall be responsible for notification of the
            applicable health authorities in the event of a voluntary withdrawal
            or recall.

      13.2 SONOMED Responsibility. SONOMED shall be responsible for the costs
            of a recall or voluntary withdrawal, and shall reimburse OTI for any
            costs reasonably incurred by OTI, in the event a recall or voluntary
            withdrawal is determined, by mutual agreement of the parties (or by
            an independent third party if the parties are unable to agree upon
            the cause), to have been caused by SONOMED's storage, promotion or
            distribution of Products.

      13.3 OTI Responsibility. OTI shall be responsible for the costs of a
            recall or voluntary withdrawal, and shall reimburse SONOMED for any
            costs reasonably incurred by SONOMED, in the event the recall is
            determined, by mutual agreement of the parties (or by an independent
            third party if the parties are unable to agree upon the cause), to
            have been caused by a defect in the design, packaging or manufacture
            of the Product.

      13.4 Market Complaints. SONOMED shall establish and maintain an
            appropriate system for collecting market complaints relating to
            Products sold by SONOMED, communicating market complaint information
            to OTI, facilitating corrective actions and product recalls. SONOMED
            will report all Product or packaging related complaints to OTI
            within twenty (20) Business Days following receipt of the complaint.
            Any suspected adverse incident shall be reported to OTI within five
            (5) Business Days following receipt of the complaint. OTI shall
            provide SONOMED with a written acknowledgement of receipt of the
            complaint or suspected adverse incident and take appropriate
            investigative and, if necessary corrective action, as required by
            the QSRs and shall provide SONOMED with all relevant information
            relating to any such

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            investigation and corrective action. SONOMED shall be responsible,
            in consultation with OTI, for reporting any adverse incident to the
            relevant regulatory authorities as required by the QSRs.

      13.5 Returns. SONOMED shall be responsible for responding to inquiries or
            complaints concerning any Product and for the collection and
            processing of any Products returned by customers as defective.
            SONOMED shall return such Product to OTI for evaluation. Any Product
            which is confirmed by OTI to be Non-Conforming shall be repaired or
            replaced without additional charge. OTI shall use reasonable
            commercial efforts to repair or replace any Non-Conforming Products
            within twenty (20) Business Days.

14.   INDEMNIFICATION

      14.1 OTI shall indemnify and hold harmless SONOMED, its officers, agents
            and employees against any claim, loss, damage, penalty, assessment
            or expense (including reasonable attorneys fees) ("Claim") arising
            directly or indirectly from OTI's (i) manufacture, testing, handling
            or storage of the Product, (ii) breach of warranty, (iii) breach of
            any of its other obligations under this Agreement; or (iv)
            infringement of any intellectual property rights belonging to any
            third party.

      14.2 SONOMED shall indemnify and hold harmless OTI and its officers,
            agents and employees against any Claim arising directly or
            indirectly from SONOMED's (i) manufacture, testing, handling or
            storage of Eye Seals purchased by OTI, (ii) handling or storage of
            the Product, (ii) marketing, sale or distribution of the Product in
            any manner which is inconsistent with the Product's applicable
            regulatory approvals, (iii) breach of any of its obligations under
            this Agreement, or (iv) infringement of any intellectual property
            rights belonging to any third party.

      14.3 In the event that either party (the "Indemnified Party") receives
            notice of, or becomes aware of, a Claim for which the Indemnified
            Party intends to seek indemnity hereunder, the Indemnified Party
            shall promptly provide the other party (the "Indemnifying Party")
            with notice of such Claim. The Indemnifying Party shall have the
            right, at its option and its own expense, to be represented by
            counsel of its own choice and to defend against, negotiate, settle
            or otherwise deal with any such Claim, provided the Indemnifying
            Party shall not enter into any settlement or compromise of any such
            Claim which could lead to liability or create any financial or other
            obligation on the part of the Indemnified Party without the
            Indemnified Party's prior written consent which consent shall not be
            unreasonably withheld. The Indemnified Party may participate in the
            defense of any Claim with counsel of its own choice and at its own
            expense. The parties agree to cooperate fully with each other in
            connection with the defense, negotiation or settlement of any such
            Claim. In the event that the Indemnifying Party does not undertake
            the defense, compromise or settlement of a Claim, the Indemnified
            Party shall have the right to control the defense or settlement of
            such Claim with counsel of its choosing provided, however, that the
            Indemnified Party shall not settle or compromise any such claim
            without the Indemnifying Party's prior written consent, which
            consent shall not be unreasonably withheld.

15.   INSURANCE

           During the term of this Agreement and for 2 years thereafter OTI
            shall maintain product liability insurance on the Products with a
            minimum of One Million US Dollars

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            ($1,000,000) for bodily injury and One Million US Dollars
            ($1,000,000) for property damage. OTI shall, upon SONOMED's request,
            provide a Certificate of Insurance evidencing such insurance.

16.   NON- COMPETITION

      16.1 SONOMED shall not be concerned or interested either directly or
            indirectly in the manufacture, production, importation, sale or
            advertisement of any goods in the Territory which are like or
            similar to or in conjunction with some other product might otherwise
            compete or interfere with the sale of any of the Products
            ("Competing Products").

      16.2 SONOMED shall not either directly or through any agents sell any of
            the Products outside the Territory or, knowingly, or having reason
            to believe that they would be so resold, sell the Products to any
            person or body corporate with the view to their resale outside the
            Territory.

      16.3 OTI shall not either directly or through any agents sell any of the
            Products within the Territory or, knowingly, or having reason to
            believe that they would be so resold, sell the Products to any
            person or body corporate with the view to their resale within the
            Territory.

      16.4 SONOMED, shall not and shall ensure that its subsidiaries,
            affiliates and agents, shall not purchase from any third party or
            modify, adapt, translate, decompile nor create or attempt to create,
            by reverse engineering or otherwise, the Products, the software
            supplied in the Products or the original component hardware
            (components engineered specifically for the Products, in particular
            the probe, emitter receiver and video capture boards) that form the
            components of the Products nor shall SONOMED do same with respect to
            the Products, the original hardware components forming the Products
            or the software contained in and distributed with the Products for
            the purpose of creating a derivative work or competitive work, nor
            shall SONOMED use CONFIDENTIAL INFORMATION (defined in section 17)
            for the purpose of the same. SONOMED acknowledges that any
            contravention of this section and section 17 of this Agreement will
            have severe adverse economic consequences for OTI.

      16.5 SONOMED agrees that if it or any of its subsidiaries or affiliated
            companies decided to develop, market and or manufacture in house or
            purchase from a third party on AN OEM basis COMPETING PRODCUTS than
            SONOMED must give OTI prior written notice of its desire so to do a
            minimum of nine (9) months' prior to the introduction by SONOMED of
            such COMPETING PRODUCT to the Territory. Upon receipt of such
            notice, OTI shall have the right to terminate this Agreement at
            anytime following receipt of such notice in which event OTI will
            fill all unfilled Delivery Orders but shall not be obliged to fill
            the balance of the Annual Order. In the event that OTI delivers
            notice of termination pursuant to this section the provisions of
            section 18.4 shall apply. For greater clarity it is agreed that if
            OTI does terminate the agreement in accordance with this section
            16.5 SONOMED shall not sell or market its COMPETING PRODUCT into the
            Territory until the completion of such 9 month notice period. It is
            agreed that failure on the part of SONOMED to provide such notice
            will lead to severe adverse economic consequences for OTI.

                                       50

<PAGE>

17.   CONFIDENTIALITY AND ANNOUNCEMENTS

      17.1  DURING THE TERM OF THIS AGREEMENT AND FOR A PERIOD OF TWO (2) YEARS
            AFTER THE EXPIRATION OR TERMINATION OF THIS AGREEMENT, A PARTY
            RECEIVING (THE "RECEIVING PARTY") CONFIDENTIAL INFORMATION OF THE
            OTHER PARTY (THE "DISCLOSING PARTY") PURSUANT TO THIS AGREEMENT
            SHALL NOT:

            (i)   USE SUCH CONFIDENTIAL INFORMATION FOR ANY REASON OTHER THAN
                  FOR THE PURPOSE OF FULFILLING THE RECEIVING PARTY'S
                  OBLIGATIONS AND COMMITMENTS UNDER THIS AGREEMENT;

            (ii)  DISCLOSE SUCH CONFIDENTIAL INFORMATION TO ANY PERSON OTHER
                  THAN EMPLOYEES OF THE RECEIVING PARTY WHO HAVE A NEED TO KNOW
                  SUCH INFORMATION AND TO THIRD PARTIES SUBJECT TO WRITTEN
                  AGREEMENTS PROHIBITING THE DISCLOSURE OR USE OF SUCH
                  CONFIDENTIAL INFORMATION OTHER THAN FOR THE PURPOSES
                  CONTEMPLATED BY THIS AGREEMENT.

            (iii) UPON THE DISCLOSING PARTY'S REQUEST, THE RECEIVING PARTY SHALL
                  RETURN OR DESTROY, AT THE DISCLOSING PARTY'S OPTION, ALL
                  MATERIALS, DOCUMENTS OR RECORDS INCORPORATING THE DISCLOSING
                  PARTY'S CONFIDENTIAL INFORMATION, PROVIDED THAT THE RECEIVING
                  PARTY SHALL BE ENTITLED TO RETAIN ONE COPY OF SUCH RECORDS FOR
                  ARCHIVE PURPOSES, WHICH SHALL REMAIN SUBJECT TO THE
                  RESTRICTIONS AGAINST USE AND DISCLOSURE SET FORTH HEREIN.

      17.2  THE OBLIGATIONS SET FORTH IN Section 17.1 ABOVE SHALL NOT APPLY TO
            ANY INFORMATION THAT THE RECEIVING PARTY CAN SHOW BY COMPETENT PROOF
            (i) WAS GENERALLY KNOWN TO THE PUBLIC AT THE TIME OF DISCLOSURE BY
            THE DISCLOSING PARTY; (ii) BECOMES GENERALLY KNOWN TO THE PUBLIC
            THEREAFTER THROUGH NO ACT OR OMISSION OF THE RECEIVING PARTY OR ITS
            OFFICERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES;(iii) IS DEVELOPED
            BY THE RECEIVING PARTY THROUGH ENTIRELY INDEPENDENT EFFORTS AND
            WITHOUT USE OF THE CONFIDENTIAL INFORMATION.

      17.3  NEITHER PARTY SHALL MAKE ANY PRESS RELEASE OR TRADE ANNOUNCEMENT
            RELATING TO THIS AGREEMENT, OR OTHERWISE DISCLOSE THE TERMS OF THIS
            AGREEMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY,
            EXCEPT AS REQUIRED BY A COURT OF COMPETENT JURISDICTION OR PURSUANT
            TO THE DISCLOSURE REQUIREMENTS OF A GOVERNMENTAL AGENCY.

18.   TERM AND TERMINATION

      18.1  TERM. THIS AGREEMENT WILL COMMENCE ON THE EFFECTIVE DATE AND WILL
            CONTINUE IN EFFECT UNTIL THE EXPIRATION OF THE TERM. THE TERM SHALL
            BE AUTOMATICALLY RENEWED FOR A FURTHER TERM OF ONE YEAR PROVIDED
            SONOMED HAS COMPLIED WITH ALL OF ITS OBLIGATIONS UNDER THIS
            AGREEMENT AND PROVIDED FURTHER THAT OTI AND SONOMED HAVE, AT LEAST
            THREE MONTHS' PRIOR TO THE TERM AGREED UPON MINIMUM QUANTITIES AND
            PRICING FOR THE RENEWAL

      18.2  EARLY TERMINATION. EITHER PARTY MAY TERMINATE THIS AGREEMENT AT ANY
            TIME IN THE EVENT OF THE OTHER PARTY'S (i) FAILURE TO CURE ANY
            NONCOMPLIANCE WITH ANY MATERIAL TERM OF THIS AGREEMENT WITHIN SIXTY
            (60) DAYS FOLLOWING RECEIPT OF WRITTEN NOTICE FROM THE
            NON-DEFAULTING PARTY, OR (ii) BANKRUPTCY OR INITIATION OF SIMILAR
            PROCEEDINGS BY OR AGAINST SUCH PARTY.

      18.3  FAILURE TO PURCHASE ANNUAL MINIMUM. IN ADDITION TO OTHER RIGHTS IT
            MAY HAVE OTI SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT IN THE
            EVENT THAT SONOMED FAILS TO SUBMIT AN ANNUAL ORDER FOR THE ANNUAL
            MINIMUM IN ACCORDANCE WITH Section 5.2. OTI SHALL EXERCISE SUCH
            RIGHT BY DELIVERY OF WRITTEN NOTICE TO SONOMED AND SUCH TERMINATION
            SHALL BE EFFECTIVE AS OF THE LAST DAY OF THE SIXTH MONTH OF THE YEAR
            FOR WHICH THE ANNUAL ORDER WAS DUE. IN WHICH EVENT SONOMED SHALL BE
            OBLIGATE TO PURCHASE AND PAY FOR FIFTY PER CENT OF THE ANNUAL
            MINIMUM FOR SUCH YEAR, WHICH PRODUCT WILL BE SHIPPED TO SONOMED IN 6
            EQUAL BATCHES SPREAD OVER A SIX MONTH PERIOD COMMENCING ON THE FIRST
            DAY OF THE YEAR. ALL PRODUCT TO BE PURCHASED BY SONOMED DURING THIS
            PERIOD SHALL PREPAID BY SONOMED.

      18.4  EFFECT OF TERMINATION. IN THE EVENT OF TERMINATION OF THIS IN
            ACCORDANCE WITH SECTION 18.2 ALL AMOUNTS OWED OR TO BE OWED BY
            SONOMED TO OTI SHALL BECOME IMMEDIATELY DUE AND PAYABLE NET OF ANY
            AMOUNTS JUSTLY OWED BY OTI TO SONOMED AND ALL UNFILLED DELIVERY
            ORDERS OF PRODUCT SPECIFYING SHIPMENT DATES BEYOND 60

                                       51

<PAGE>

            DAYS WILL BE TERMINATED. THE TERMINATION OF THE DELIVERY ORDERS
            HOWEVER DOES NOT LIMIT EITHER PARTIES RIGHTS PURSUANT TO
            SECTION 18.7.

      18.5  SURVIVAL. NOTWITHSTANDING ANY TERMINATION OF THIS AGREEMENT, THE
            PROVISIONS OF Sections 8.1, 8.3, 8.4, 9, 13, 14, 15, AND 17 SHALL
            SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT FOR A PERIOD
            OF 5 YEARS.

      18.6  EARLY TERMINATION AFTER SIX MONTHS. After six months and only on the
            commencement date of each Quarter, including the date of the sixth
            month, EITHER PARTY MAY TERMINATE THIS AGREEMENT UPON SIX MONTHS'
            PRIOR WRITTEN NOTICE . IF SONOMED TERMINATES IN THIS MANNER IT MUST
            AT A MINIMUM DURING THE SIX MONTH NOTICE PERIOD PURCHASE, TAKE
            DELIVERY OF AND PAY FOR, IN ADDITION TO PRODUCT ALREADY SUBJECT TO
            DELIVERY ORDERS, AN ADDITIONAL NUMBER OF PRODUCT EQUAL TO 50% OF THE
            ANNUAL ORDER FOR SUCH YEAR (WHICH NUMBER TOGETHER WITH PREVIOULSY
            PLACED AND UNFILLED DELIVERY ORDERS SHALL NOT EXCEED 50% OF THE
            ANNUAL ORDER. SONOMED WILL PREPAY FOR ALL PRODUCT PURCHASED DURING
            THIS PERIOD INCLUDING PRODUCT FOR WHICH A DELIVERY ORDER HAS BEEN
            GIVEN BUT NOT YET DELIVERED BY OTI. IF OTI TERMINATES IN THIS MANNER
            IT MUST CONTINUE TO SUPPLY SONOMED AND SONOMED AGREES TO PURCHASE
            DURING SUCH NOTICE PERIOD IN ACCORDANCE WITH SONOMED'S DELIVERY
            ORDERS SUBMITTED PRIOR TO THE DATE OF NOTICE OF TERMINATION. IN
            ADDITION, SONOMED SHALL HAVE THE RIGHT (WHICH RIGHT MUST BE
            EXERCISED BY SONOMED PLACING A DELIVERY ORDER WITHIN FIFTEEN DAYS OF
            RECEIVING NOTICE OF TERMINATION) BUT NOT THE OBLIGATION, TO PURCHASE
            DURING SUCH SIX MONTH PERIOD AN ADDITIONAL NUMBER OF PRODUCT UP TO
            50% OF THE ANNUAL ORDER FOR SUCH YEAR (WHICH NUMBER TOGETHER WITH
            PREVIOUSLY PLACED AND UNFILLLED DELIVERY ORDERS SHALL NOT EXCEED 50%
            OF THE ANNUAL ORDER), WHICH PRODUCT WILL BE SHIPPED TO SONOMED IN 6
            EQUAL BATCHES SPREAD OVER A SIX MONTH PERIOD.

      18.7  NO TERMINATION OF THIS AGREEMENT SHALL IN ANY MANNER WHATSOEVER
            RELEASE, OR BE CONSTRUED AS RELEASING, ANY PARTY FROM ANY LIABILITY
            TO THE OTHER ARISING OUT OF OR IN CONNECTION WITH A PARTY'S BREACH
            OF, OR FAILURE TO PERFORM, ANY COVENANT, AGREEMENT, DUTY OR
            OBLIGATION CONTAINED HEREIN.

      18.8  DISCONTINUANCE OF MANUFACTURE . IF AS A RESULT OF A CHANGE IN
            COMPUTER PLATFORM CONFIGURATION OR COMPUTER OPERATING SYSTEM
            SOFTWARE SUCH THAT IT IS NO LONGER ECONOMICALLY FEASIBLE FOR OTI TO
            ENSURE COMPATIBILITY OF SUCH SYSTEMS WITH THE ORIGINAL COMPONENT
            HARDWARE AND/OR PRODUCT SOFTWARE OTI DECIDES TO CEASE MANUFACTURING
            THE PRODUCT OTI MAY TERMINATE THIS AGREEMENT ON 90 DAYS PRIOR
            WRITTEN NOTICE . THIS NOTICE MAY ONLY BE GIVEN IF OTI ALSO CEASES
            MANUFACTURE OF COMBINATION PRODUCTS AT THE SAME TIME.

19.   FORCE MAJEURE

      Neither party shall be liable to the other for loss or damages for any
      default or delay attributable to any cause beyond the reasonable control
      of that party, including, but not limited to an act of God, flood, fire,
      explosion, strike, war, acts of terrorism, governmental action other
      regulatory enforcement action arising from any violation of law, rule or
      regulation by the party seeking the protection of this provision. If any
      such event occurs, the party affected shall notify the other party and
      shall exercise diligent efforts to resume performance of its obligations
      as soon as possible. In the event the party affected is unable to resume
      performance within sixty (60) days, the other party shall have the right
      to terminate this Agreement upon ten (10) days prior written notice.

                                       52

<PAGE>

20.   MISCELLANEOUS

      20.1  WAIVER. NO WAIVER OF ANY OF THE TERMS OF THIS AGREEMENT SHALL BE
            EFFECTIVE UNLESS MADE IN WRITING AND SIGNED BY AN AUTHORIZED
            REPRESENTATIVE OF THE PARTY WAIVING ITS RIGHTS HEREUNDER.

      20.2  NO LICENSE. NO LICENSE UNDER ANY TRADEMARK, PATENT, COPYRIGHT OR
            OTHER PROPERTY RIGHT IS GRANTED UNDER THIS AGREEMENT EXCEPT TO THE
            EXTENT REQUIRED FOR SONOMED TO MARKET AND SELL THE PRODUCTS IN
            ACCORDANCE WITH THIS AGREEMENT.

      20.3  GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED
            PURSUANT TO THE LAWS OF ONTARIO, CANADA, DISREGARDING ANY CONFLICTS
            OF LAWS PROVISIONS.

      20.4  INDEPENDENT CONTRACTORS. NOTHING IN THIS AGREEMENT IS INTENDED OR
            SHALL BE DEEMED TO CONSTITUTE A PARTNERSHIP, AGENCY, OR JOINT
            VENTURE RELATIONSHIP BETWEEN THE PARTIES. ALL ACTIVITIES BY THE
            PARTIES HEREUNDER SHALL BE PERFORMED BY THEM AS INDEPENDENT
            CONTRACTORS. NEITHER PARTY SHALL INCUR ANY DEBTS OR MAKE ANY
            COMMITMENTS FOR THE OTHER PARTY, EXCEPT TO THE EXTENT SPECIFICALLY
            PROVIDED HEREIN.

      20.5  ASSIGNMENT. THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
            BENEFIT OF THE PARTIES, THEIR SUCCESSORS AND PERMITTED ASSIGNS.
            SONOMED MAY NOT ASSIGN THIS AGREEMENT WITHOUT THE PRIOR WRITTEN
            CONSENT OF THE OTI, PROVIDED THAT SONOMED SHALL HAVE THE RIGHT TO
            ASSIGN THIS AGREEMENT TO A AN AFFILIATE OR SUBSIDIARY. THIS TERM IS
            CONSIDERED A MATERIAL TERM OF THE CONTRACT.

      20.6  ARBITRATION. IN THE EVENT THAT THE PARTIES ARE UNABLE TO RESOLVE ANY
            DISPUTE ARISING UNDER THIS AGREEMENT THOUGH DIRECT NEGOTIATIONS, THE
            PARTIES AGREE AND CONSENT TO THE RESOLUTION OF SUCH DISPUTE BY
            BINDING ARBITRATION. ANY SUCH ARBITRATION SHALL BE CONDUCTED IN
            ACCORDANCE WITH THE PROCEDURES OF THE INTERNATIONAL CHAMBER OF
            COMMERCE, OR AS OTHERWISE AGREED BY THE PARTIES, AND SHALL BE HELD
            IN TORONTO, CANADA BEFORE A SINGLE ARBITRATOR SELECTED BY MUTUAL
            AGREEMENT OF THE PARTIES. NOTWITHSTANDING THE FOREGOING, EITHER
            PARTY SHALL HAVE THE RIGHT TO SEEK INJUNCTIVE RELIEF IN A COURT OF
            COMPETENT JURISDICTION TO PREVENT ANY BREACH OF THIS AGREEMENT BY
            THE OTHER PARTY.

      20.7  NOTICES. ALL NOTICES HEREUNDER SHALL BE IN WRITING AND SHALL BE
            CONSIDERED DELIVERED ON THE DAY OF HAND DELIVERY, ONE DAY AFTER
            DELIVERY TO A NATIONALLY RECOGNIZED OVERNIGHT DELIVERY SERVICE,
            CHARGES PREPAID, THREE DAYS AFTER BEING SENT BY REGISTERED OR
            CERTIFIED MAIL, POSTAGE PREPAID:

                  If to SONOMED, as follows:
                  SONOMED ,Inc.
                  300 Marcus Avenue
                  Lake Success, New York
                  11042
                  Attn: Barry Durante, EVP
                  Tel: 516 -354-0900
                  Fax: 516-354-5902
                  E-mail: bdurante@escalon.com

                                       53

<PAGE>

                  If to OTI, as follows:
                  37 Kodiak Cres., Unit 16
                  Toronto, Ontario, Canada
                  M3J 3E5
                  Attn: President
                  Tel: 416 631-9123
                  Fax: 416 631-6932
                  E-mail: info@oti-canada.com

            or to such other address as any party shall have specified by notice
            to the other in accordance with this paragraph.

      20.8  COMPLIANCE WITH LAW. EACH PARTY SHALL COMPLY WITH ALL LEGAL AND
            REGULATORY REQUIREMENTS APPLICABLE TO THE CONDUCT OF ITS BUSINESS,
            INCLUDING BUT NOT LIMITED TO, COMPLIANCE WITH ALL SAFETY, HEALTH,
            ENVIRONMENTAL AND EMPLOYMENT LAWS APPLICABLE TO THE ACTIVITIES TO BE
            UNDERTAKEN BY SUCH PARTY PURSUANT TO THIS AGREEMENT.

      20.9  ENTIRE AGREEMENT, MODIFICATION, COUNTER PARTS. THE TERMS OF THIS
            AGREEMENT REPRESENT THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT
            TO THE SUBJECT MATTER HEREIN AND SHALL NOT BE MODIFIED OR
            SUPPLEMENTED EXCEPT IN A WRITTEN DOCUMENT DULY EXECUTED BY THE
            PARTIES EXPRESSLY STATING THAT IT IS INTENDED TO MODIFY, SUPPLEMENT
            OR AMEND THIS AGREEMENT. THIS AGREEMENT SHALL PREVAIL IN THE EVENT
            OF ANY INCONSISTENCIES BETWEEN IT AND THE TERMS OF ANY PURCHASE
            ORDER, INVOICE OR OTHER FORM UTILIZED BY THE PARTIES. THIS AGREEMENT
            MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE
            DEEMED AN ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL BE DEEMED ONE
            AND THE SAME INSTRUMENT.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective duly authorized officers the day and year first
above written.

            SONOMED, INC.

            By: /s/ Richard J. DePiano
                -------------------------

            TITLE: CEO

            OPHTHALMIC TECHNOLOGIES, INC.

            By: /s/ Rishard Weitz
                -------------------------

            Title: President

                                       54

<PAGE>

                                   SCHEDULE A

                                 ANNUAL MINIMUMS

<TABLE>
<CAPTION>
YEAR:      Year 1      Year 2          Year 3
           ------      ------          ------
<S>        <C>         <C>             <C>
UNITS:       80          120             150
</TABLE>

                                       55

<PAGE>

                                   SCHEDULE B

                             PRODUCT SPECIFICATIONS

HF 35-50 (UBM) PROBE

Type: Motor Driven, compact probe with inter-changeable High Frequency
Transducers
Transducers Frequency: 35 MHz. and/or 50 Mhz.
Scanning Method: variable field sector scanner
Sector angle: 22.5 degrees and 10 degrees fields
Scanning speed: Variable 12.5 and 25 Frames/Second (fps)
Display: Observable range: variable: 18.5mm. Wide x 14mm Deep @ 38 degrees
                                     sector
                                     12.0mm. Wide x 14mm Deep @ 20 degrees
                                     sector

DUAL SCREEN SIMULTANEOUS DISPLAY WITH LIVE ZOOM AND STANDARD SCREEN DISPLAY.

ELECTRONIC RESOLUTION

In Sector of 38 degrees  fielD
Axial (depth) direction: 0.027 mm.
Lateral (width) direction: max. 0.035 mm.

In Sector of 20 degrees  field
Axial (depth) direction: 0.027 mm.
Lateral (width) direction: max. 0.23 mm.

ACOUSTIC AXIAL RESOLUTION

0.068 mm. with 35 MHz. Transducer
0.050 mm. with 50 MHz. Transducer

Gain curves: Logarithmic with user-selectable window (contrast) & level
(brightness) control

COMPUTER- minimum configuration required to drive software together with 17 inch
monitor, may change from time to time

MEASUREMENTS

      -     A-Scan Profile with 2 markers, Dual Calipers measurements,

      -     Anterior Segment Biometry - single measurement of Cornea thickness,
            Anterior Chamber Depth (ACD) and Lens thickness.

      -     Distance Measurement; Angle to Angle, Sulcus to Sulcus, Corneal and
            Scleral thickness

      -     Angle in degrees

                                       56

<PAGE>

DYNAMIC RECORDING
Recording time: Depends on memory, 20 sec. or more
Recording Frame rate: 12.5 or 25 fps
Sound sampling rate: CD quality, 44.1 KHz

ELECTRICAL:
Voltage: AC 90 - 240 V
Frequency: 50/60 Hz

Exact specifications may change from time to time

                                       57