**Exhibit 2.3**

**[***]designates portions of this document that have been omitted pursuant to arequest for confidential treatment filed separately with the Securities andExchange Commission.**

**PURCHASEAGREEMENT**

**byand among**

**1-800CONTACTS, INC.**

**and**

**CLEARLABINTERNATIONAL, PTE. LTD.**

**onthe one part**

**and**

**MIGWANG CONTACT LENS CO., LTD**

**and**

**CLEARLABSG PTE LTD**

**onthe other part**

**May25, 2007**

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**Table of Contents**
|        | ** ** | ** **                                                     | **Page** |
|--------|------------|----------------------------------------------------------------|----------|
|   | ** ** | ** **                                                     |     |
| 1.     | ** ** | **Definitions**                                                | 1        |
|   | ** ** | ** **                                                     |     |
| 2.     | ** ** | **Basic Transaction**                                          | 8        |
| (a)    |       | Purchase and Sale of Acquired Assets                           | 8        |
| (b)    |       | Assumption of Liabilities                                      | 8        |
| (c)    |       | Purchase Price                                                 | 8        |
| (d)    |       | Post-Closing Adjustment.                                       | 8        |
| (e)    |       | The Closing                                                    | 10       |
| (f)    |       | Deliveries at the Closing                                      | 10       |
| (g)    |       | Allocation                                                     | 10       |
| (h)    |       | Remittance of Purchase Price                                   | 10       |
|   | ** ** | ** **                                                     |     |
| 3.     | ** ** | **The Contacts Parties’ Representations and  Warranties** | 10       |
| (a)    |       | Organization of Contacts                                       | 11       |
| (b)    |       | Authorization of Transaction                                   | 11       |
| (c)    |       | Title and Transfer of the Acquired Assets                      | 11       |
| (d)    |       | No EDB Liability                                               | 11       |
| (e)    |       | Litigation                                                     | 11       |
| (f)    |       | Financial Statements                                           | 11       |
| (g)    |       | Events Subsequent to Most Recent Fiscal Year End               | 12       |
| (h)    |       | Operation of Production Equipment                              | 12       |
| (i)    |       | Disclaimer of Other Representations and Warranties             | 12       |
|   | ** ** | ** **                                                     |     |
| 4.     | ** ** | **Mi Gwang’s Representations and Warranties**             | 12       |
| (a)    |       | Organization of Mi Gwang                                       | 12       |
| (b)    |       | Authorization of Transaction                                   | 12       |
| (c)    |       | Non-contravention                                              | 13       |
| (d)    |       | Brokers’ Fees                                             | 13       |
| (e)    |       | Financial Ability                                              | 13       |
| (f)    |       | Mi Gwang Shares                                                | 13       |
| (g)    |       | Korean Government Requirements                                 | 13       |
|   | ** ** | ** **                                                     |     |
| 5.     | ** ** | **Pre-Closing Covenants**                                      | 13       |
| (a)    |       | General                                                        | 13       |
| (b)    |       | Notices and Consents                                           | 14       |
| (c)    |       | Achievement of Milestones                                      | 14       |
| (d)    |       | Operation of the Acquired Assets                               | 14       |
| (e)    |       | Notice of Developments                                         | 15       |
| (f)    |       | Operating Lease Agreement                                      | 15       |
| (g)    |       | Assignment of Hydrogel License                                 | 15       |
| (h)    |       | Financial Information                                          | 15       |
| (i)    |       | Access                                                         | 15       |
| (j)    |       | Supply Agreement                                               | 15       |
| (k)    |       | Reimbursement Agreement                                        | 16       |
| (l)    |       | Repayment of Certain Debt and Capital Lease  Obligations       | 16       |
| (m)    |       | Undertakings Relating to Leasehold Property                    | 16       |
| (n)    |       | Non-Compete, Non-Solicitation                                  | 16       |
| (o)    |       | Exclusivity                                                    | 17       |
| (p)    |       | Lease of Singapore Facility Space                              | 17       |
|   | ** ** | ** **                                                     |     |
| 6.     | ** ** | **Post-Closing Covenants**                                     | 18       |
| (a)    |       | General                                                        | 18       |
| (b)    |       | Litigation Support                                             | 18       |

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| (c)        |       | Transition                                              | 18     |
|------------|------------|---------------------------------------------------------|--------|
| (d)        |       | Third Party Consents                                    | 18     |
| (e)        |       | Financial and Operational Information                   | 19     |
|       | ** ** | ** **                                              |   |
| 7.         | ** ** | **Conditions to Obligations to  Close**                 | 19     |
| (a)        |       | Conditions to Mi Gwang’s  Obligation               | 19     |
| (b)        |       | Conditions to Contacts’ Obligation                 | 21     |
|       | ** ** | ** **                                              |   |
| 8.         | ** ** | **Remedies for Breaches of  this Agreement**            | 22     |
| (a)        |       | Survival of Representations and Warranties              | 22     |
| (b)        |       | Indemnification Provisions for Mi  Gwang’s Benefit | 22     |
| (c)        |       | Indemnification Provisions for  Contacts’ Benefit  | 23     |
| (d)        |       | Matters Involving Third Parties                         | 23     |
| (e)        |       | Determination of Indemnification  Amount                | 24     |
| (f)        |       | Limitations on Indemnification  Obligations             | 24     |
| (g)        |       | Exclusive Remedy/Disclaimer                             | 24     |
|       | ** ** | ** **                                              |   |
| 9.         | ** ** | **Termination**                                         | 25     |
| (a)        |       | Term and Termination of Agreement                       | 25     |
| (b)        |       | Effect of Termination                                   | 26     |
| (c)        |       | Break-up Fee                                            | 26     |
|       | ** ** | ** **                                              |   |
| 10.        | ** ** | **Miscellaneous**                                       | 26     |
| (a)        |       | Mediation and Arbitration                               | 26     |
| (b)        |       | Force Majeure                                           | 27     |
| (c)        |       | Succession and Assignment                               | 27     |
| (d)        |       | No Third Party Beneficiaries                            | 27     |
| (e)        |       | Waiver                                                  | 27     |
| (f)        |       | Governing Law                                           | 28     |
| (g)        |       | Unenforceable Provisions                                | 28     |
| (h)        |       | Relationship Between the Parties                        | 28     |
| (i)        |       | Entire Agreement; Amendments                            | 28     |
| (j)        |       | Further Action                                          | 28     |
| (k)        |       | Notices                                                 | 28     |
| (l)        |       | Notice of Possible Delays                               | 29     |
| (m)        |       | Public Announcements                                    | 29     |
| (n)        |       | Confidentiality                                         | 30     |
| (o)        |       | Transaction Fees                                        | 30     |
| (p)        |       | Headings                                                | 30     |
| (q)        |       | Incorporation of Exhibits and Schedules                 | 30     |
| (r)        |       | Counterparts and Facsimile  Signatures                  | 30     |
| ** ** |       |                                                    |   |

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| **Exhibits/Schedules** |   |
|------------------------|--------|
|                   |   |   |   |
| Exhibit A-1            |   | Real Property |   |
| Exhibit A-2            |   | Tangible Personal Property |   |
| Exhibit A-3            |   | ClearLab Intellectual Property |   |
| Exhibit A-4            |   | IP Licenses and Sublicenses |   |
| Exhibit A-5            |   | Dual-Use Know How |   |
| Exhibit B              |   | Allocation of Purchase Price |   |
| Exhibit C              |   | Financial Statements |   |
| Exhibit D              |   | Reimbursement Agreement |   |
| Exhibit E              |   | ClearLab Debt and Capital Lease Obligations |   |
| Exhibit F              |   | Operating Lease Agreement |   |
| Exhibit G              |   | Supply Agreement |   |
| Exhibit H              |   | Form of Transfer Document |   |
| Exhibit I              |   | Confidentiality and Non-Competition Agreement |   |
| Exhibit J              |   | Escrow Agreements |   |
| Exhibit K              |   | Form of Consent of Assignment of Confidentiality and  Non-Competition Obligations |   |
|                   |   |   |   |
| Schedule 1             |   | Permits |   |
| Schedule 2             |   | Working Capital |   |
| Schedule 3             |   | Organizational Chart |   |
| Schedule 4             |   | Korean Governmental Requirements |   |
| Schedule 5             |   | Representations & Warranties by Contacts Parties |   |
|                   |   |   |   |
| Disclosure             |   |   |   |
| Schedules              |   | Exceptions to Representations and Warranties |   |

 

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**PURCHASEAGREEMENT**

This PURCHASE AGREEMENT (together with all exhibitsand schedules attached hereto, this “Agreement”) is made and entered into as ofthe 25th day of May, 2007, by and among CLEARLAB SG,PTE. LTD a wholly-owned subsidiary of MI GWANG CONTACT LENS CO., LTD., aKorean corporation, having an address at 116-2 Hyub Suk Lee, Nam Chun Myun,Kyung-San City, Kyung Buk, South Korea (collectively, “Mi Gwang”), MI GWANGCONTACT LENS CO., LTD., as guarantor to all obligations of CLEARLAB SG,PTE. LTD hereunder, 1-800 CONTACTS, INC., a Delaware corporation, havingan address at 66 East Wadsworth Park Drive, Draper, Utah 84020 (“Contacts”) andCLEARLAB INTERNATIONAL, PTE. LTD (Company registration no.: 200202219W), aSingapore corporation, having an address at 139 Joo Seng Road #01-01, Singapore368362 (“ClearLab”).  Contacts andClearLab****shall be referred to hereincollectively as the “Contacts Parties”.

WITNESSETH

WHEREAS, ClearLab owns (i) all of the outstandingcapital stock of CLEARLAB EUROPE LTD., an England and Wales domiciled company (“ClearLabEurope”), and (ii) the Singapore Facility (as defined below) and certaintangible personal property and intellectual property rights relating to theSingapore Facility);

WHEREAS, Contacts owns (i) all of the outstandingcapital stock of SHAYNA LTD., an England and Wales domiciled company (“Shayna”),which owns all of the outstanding capital stock of CLEARLAB UK LTD., formerlynamed VisionTec, an England and Wales domiciled manufacturing company (“ClearLabUK”), and (ii) certain intellectual property rights relating to the business ofClearLab; and

WHEREAS, Mi Gwang wishes to acquire (i) the SingaporeFacility and certain tangible property and assets and intellectual propertyrights owned by ClearLab, (ii) certain intellectual property rights owned byContacts, (iii) all of the outstanding capital stock of ClearLab Europe andShayna, and the Contacts Parties are willing to sell to Mi Gwang such assetspursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the above premisesand the covenants contained herein, as well as other good and valuableconsideration, the adequacy and sufficiency of which is hereby acknowledged,the parties agree as follows:

1.**             Definitions.**

“Acquired Assets” means

(1) all of ClearLab’s right, title, and interest inand to

(a) the real propertyrelating to the Singapore Facility subject to the real property leases and/oragreements to lease, as listed on Exhibit A-1, together with all improvements,fixtures, and fittings thereon, and easements, rights-of-way, and otherappurtenants thereto (such as appurtenant rights in and to public streets);

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(b) all tangible propertyand fixed assets relating to the Singapore Facility and the Business (includingbut not limited to machinery, equipment, inventories, supplies, parts,furniture, vehicles, and customer lists), as listed on Exhibit A-2), as well asany Production and Business Records, software relating to such personalproperty and assets, and the licenses and modifications thereto pertaining toClearLab and ClearLab UK;

(c) all inventory storedat the Singapore Facility, including all inventory of raw materials, work inprogress, and finished goods ready for sale;

(d) all ClearLab tradereceivables and other current assets (defined as trade receivables,prepayments, and other assets);

(e) certain IntellectualProperty relating to the products produced at the Singapore Facility, includingcertain trademarks and trade names, as listed on Exhibit A-3, and all goodwillassociated therewith; and licenses and sublicenses granted and obtained withrespect thereto as listed on Exhibit A-4, and rights thereunder, remediesagainst infringement thereof, and rights to protection of interests therein assuch interests presently exist under Singapore Law, but excluding any and allintellectual property relating to the Flat Pack Technology; and

(f)  ClearLab’s rights under existing supply,distribution, and other agreements relating to the Business;

(2) all know-how related to the manufacture of allspin-cast contact lenses and all cast-molded contact lenses commerciallyproduced by ClearLab at the Singapore Facility prior to Closing (butspecifically excluding any and all know how pertaining to the Flat PackTechnology);

(3) a **[***]**interest in the Dual-Use Know-How as described in Exhibit A-5;

(4) the outstanding capital stock of ClearLab Europe,all of which is owned by ClearLab; and

(5) the outstanding capital stock of Shayna, all ofwhich is owned by Contacts (Shayna owns all of the outstanding capital stock ofClearLab UK).

“Affiliate” means any entity that directly orindirectly controls, is controlled by, or is under common control with a partyto this Agreement, and for such purpose “control” shall mean the possession,direct or indirect, of the power to direct or cause the direction of themanagement or the policies of the entity, whether through the ownership ofvoting securities, by contract, or otherwise. The direct or indirect ownership of at least fifty percent (50%) or, ifsmaller, the maximum allowed by applicable law, of the voting securities of abusiness entity or an interest in the assets, profits, or earnings of abusiness entity shall be deemed to constitute control of the business entity.

“Assumed Liabilities” means all liabilities andobligations of the Contacts Parties existing at or arising after the ClosingDate related to the Acquired Assets (whether known or unknown, whether assertedor unasserted, whether absolute or contingent, whether accrued or unaccrued,whether liquidated or unliquidated, and whether due or to become due),including,

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[***] designates portions of this document that havebeen omitted pursuant to a request for confidential treatment filed separatelywith the Securities and Exchange Commission.

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without limitation, (a) all liabilities of ContactsParties for transfer, sales, use, and other non-Income Taxes arising inconnection with the consummation of the transactions contemplated hereby; (b)all liabilities and obligations of the Contacts Parties under the agreements,contracts, leases, licenses, and other arrangements referred to in thedefinition of Acquired Assets; (c) all liabilities and obligations for tradepayables, accrued liabilities and working capital related to the manufacturingoperations at the Singapore Facility (but specifically excluding any and allliabilities and obligations pertaining to the Flat Pack Technology and thecurrent Menicon license agreement referred to in sub-clause (v) of thedefinition of “Excluded Assets”); (d) all liabilities and payment and royaltyobligations of the Contacts Parties or their Affiliates related to the sale ofproducts manufactured at the Singapore Facility, and the sale of inventoryacquired under the Agreement, (e) all liabilities and obligations of ClearLaband the ClearLab EU Parties for employment contracts and all ongoingliabilities and obligations to employees of ClearLab and the ClearLab EUParties; (excluding, however, the employment agreements for the ExcludedEmployees, all of whom are associated with Contacts’ Flat Pack Technology), (f)all liabilities and obligations of ClearLab under existing supply agreements,employment agreements, research and development agreements, manufacturingagreements, consulting agreements, license agreements, and all other agreementsrelated to the Business, including all liabilities and obligations under theconsultancy agreement entered into by Clearlab Ltd with Dr. Alan Cooke datedApril 1, 2006, for consultancy services in connection with the operation of thePlymouth Facilities, and (g) all other liabilities and obligations of theContacts Parties related to the Acquired Assets set forth in the DisclosureSchedule; provided, however, that Assumed Liabilities shall not includeRetained Liabilities.

“Authority” means any relevant governmental,regulatory or administrative body, agency, subdivision or authority, any courtof judicial authority, any public, private or industry regulatory authority,whether national, federal, state, local or otherwise of the United States,Singapore, England, South Korea or elsewhere, or any person lawfully empoweredby any of the foregoing to enforce or seek compliance with any Regulationapplicable to any of the parties hereto.

“Business” means the business comprising themanufacture and supply of contact lenses and other related businesses andactivities as carried on by Clearlab in and through the Singapore Facility andthe marketing and other business activities carried on by ClearLab Europe, andincludes the carrying out of all ancillary activities relevant thereto.  The term “Business” specifically excludes (i)all research, development, manufacturing, and other activity relating to theFlat Pack Technology and (ii) all intellectual property other than that specificallyreferenced and identified in Sections 1(e), 2, and 3 of the definition of “AcquiredAssets.”

“Business Day” means a day (other than a Saturday orSunday) on which banks are open for business in Salt Lake City, Utah, U.S.A.,Singapore, and in Kyung-San City, South Korea.

“Claim” means any claim, lawsuit, demand, suit,inquiry made, hearing, investigation, notice of a violation, litigation,proceeding, arbitration, or other dispute, whether civil, criminal,administrative or otherwise.

“ClearLab” has the meaning set forth in the prefaceabove.

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“ClearLab Europe” has the meaning set forth in thepreface above.

“ClearLab EU Parties” means ClearLab Europe, Shaynaand ClearLab UK.

“ClearLab UK” has the meaning set forth in the prefaceabove.

“Closing” has the meaning set forth in Section 2(e)below.

“Closing Date” has the meaning set forth in Section2(e) below.

“Closing Net Working Capital” means the currentAcquired Assets minus the current Assumed Liabilities, determined in accordancewith Schedule 2.

“Code” means the Internal United States Revenue Codeof 1986, as amended.

“Confidential Information” means all proprietaryinformation of Mi Gwang, the Contacts Parties, and their respective Affiliatesregarding the Acquired Assets and the undertakings of this Agreement, as wellas any confidential and proprietary information concerning any party or any ofits Affiliates, furnished to it by any other party or such other party’srepresentatives in connection with this Agreement, and any contract contemplatedhereby or the transactions contemplated hereby and thereby, except for suchinformation that is (i) previously known by a party receiving such information,(ii) in the public domain (either prior to or after the furnishing of suchinformation hereunder) through no fault of such recipient party, (iii) lateracquired by the receiving party from another source if the receiving party isnot aware that such source is under an obligation to another party hereto tokeep such information confidential, (iv) required to be disclosed in a judicialor administrative proceeding, (v) required to be disclosed pursuant to a law,court order, or other governmental regulation, or (vi) disclosed in an actionor proceeding brought by a party in pursuit of its rights or in the exercise ofits remedies hereunder.

“Consent” means any approval, authorization, consent,ratification, waiver, exemption or variance by or on behalf of any Person otherthan a party hereto.

“Contacts” has the meaning set forth in the prefaceabove.

“Contacts Parties” has the meaning set forth in thepreface above.

“Disclosure Schedule” has the meaning set forth inSection 3 below.

“Dollars” or “$” means U.S. Dollars.

“Dual-Use Know-How” means that specific know-how,information, data and proprietary rights which is more particularly set forthon Exhibit A-5.

“Excluded Assets” means allassets owned, licensed or controlled by the Contacts Parties not expressly setforth in the definition of Acquired Assets and the exhibits made a partthereof.  The Excluded Assets include,but are not limited to, (i) the GST receivable relating to transfer ofequipment from ClearLab UK to the Singapore Facility; (ii) all right,title, and interest in and to the name “AquaSoft” and all associated logos,trademarks, service marks, graphics, trade

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dress, and related materials; (iii) all cash and cashequivalents held by the Contacts Parties, ClearLab UK, ClearLab Europe, orShayna; (iv) all proceeds from the saleof equipment held by ClearLab UK which is not included on Exhibit A-2(provided, however, that such proceeds may, upon the mutual agreement of theParties, be used to offset any Reimbursable Liabilities); and (v) that certainlicense agreement between 1-800 CONTACTS, Inc., ClearLab International PteLtd., and Menicon Co. Ltd. dated December 11, 2004.

“Excluded Employees” means StephenD. Newman, Joaanne Marie Tracey, Trevor Glasbey, James John Newman, LeoSuharto, Patricia Yip Lai Peng, Yvonee Kim Li Chen, Woo Mui Kwee, Valerie NguLang Fern, and Pearlyn Xu Yilin.

“Flat Pack Technology” meansall technology relating to the “Flat Pack Patents” (as defined inExhibit I hereto).

“GAAP” means United States generally acceptedaccounting principles as in effect from time to time.

“Income Tax” means any federal, state, local, orforeign tax based on or measured by reference to net income including anyinterest, penalty, or addition thereto, whether disputed or not.

“Income Tax Return” means any return, declaration,report, claim for refund, or information return or statement relating to IncomeTaxes, including any schedule or attachment thereto.

“Indemnified Party” has the meaning set forth inSection 8(d) below.

“Indemnifying Party” has the meaning set forth inSection 8(d) below.

“Intellectual Property Rights” means all and anyintellectual property rights which are necessary for the operation of theBusiness at Closing and which are owned by Clearlab, as specifically identifiedin Sections 1(e), 2, and 3 of the definition of “Acquired Assets.  “Intellectual Property Rights” specificallyexcludes all right, title, interest, and know-how relating to the Flat Pack Technology and the Flat PackPatents.  “Knowledge” means actualknowledge without independent investigation. “Know”, “known” and other derivatives thereof shall have correspondingmeanings.

“Leasehold Property” means the Singapore Facility and “LeaseholdInterest” means all rights, title and interest in and to the Leasehold Propertythat may be vested in ClearLab, including those arising pursuant to theBuilding Agreement dated September 1, 1995, entered into between the Housingand Development Board of Singapore and ClearLab.

“Lien” means (i) any security interest, lien, charge,mortgage, deed, assignment, pledge, hypothecation, encumbrance, easement,restriction or interest of a Person of any kind or nature, or (ii) anyconditional sale contract, title retention contract or other contract to giveany of the foregoing.

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“Losses” means all liabilities of every kind andnature, including, without limitation, all fines, fees, losses, costs, Claims,judgments, awards, damages, penalties or expenses (including, withoutlimitation, reasonable attorneys’ fees and expenses and costs of investigationand litigation), and all expenditures or expenses incurred to cover, remedy orrectify such Losses.

“Material Adverse Effect” or “Material Adverse Change”means any effect or change that would be materially adverse to the AcquiredAssets, taken as a whole; provided that none of the following shall be deemedto constitute, and none of the following shall be taken into account indetermining whether there has been, a Material Adverse Effect or MaterialAdverse Change: (a) any adverse change, event, development, or effect arisingfrom or relating to (1) general business or economic conditions, including suchconditions related to the business of Contacts, (2) national or internationalpolitical or social conditions, (3) financial, banking, or securities markets(including any disruption thereof and any decline in the price of any security orany market index), (4) changes in United States generally accepted accountingprinciples, (5) changes in laws, rules, regulations, orders, or other bindingdirectives issued by any governmental entity, or (6) the taking of any actioncontemplated by this Agreement and the other agreements contemplated hereby,(b) any existing event, occurrence, or circumstance with respect to which MiGwang has knowledge or reasonably should have had knowledge as of the date ofexecution of this Agreement, and (c) any adverse change in or effect on thebusiness of Contacts that is cured by Contacts before the earlier of (1) theClosing Date, and (2) the date on which this Agreement is terminated pursuantto Section 9 hereof.

“Mi Gwang” has the meaning set forth in the prefaceabove, and shall also include an Affiliate of Mi Gwang acceptable to theContacts Parties.

“Mi Gwang Shares” has the meaning set forth in Section2(c) below.

“Ordinary Course of Business” means the ordinarycourse of business consistent with past custom and practice (including withrespect to quantity and frequency).

“Permits” means all concessions, permits, licenses,authorizations, approvals, certificates, registrations and Consents of theContacts Parties with respect to the Acquired Assets and/or their respectiveuse and exploitation, including, but not limited to (i) any permits from anyAuthority or laws of any U.S., United Kingdom, Singapore, South Korea or otherforeign Authority having jurisdiction over the Contacts Parties and theirassets and operations, and (ii) any ISO certifications, CE certifications,manufacturing approvals, approvals and certifications given by the FDA and anysimilar Authority in the United Kingdom, Singapore, South Korea or otherjurisdictions.

“Person” means an individual, a partnership, acorporation, a limited liability company, an association, a joint stockcompany, a trust, a joint venture, an unincorporated organization, any otherbusiness entity, or a governmental entity (or any department, agency, orpolitical subdivision thereof).

“Plymouth Facilities” means the real property, theimprovements constructed on such real property and all furnishings and fixturesincluded in such improvements located at the premises of Clearlab UK inPlymouth, U.K.

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“Production and Business Records” means originals ortrue and accurate reproductions of all applicable and available productionrecords, accounts, books, and ledgers of Clearlab which relate to ClearLab, theAcquired Assets, and the Business, all lists, data and particulars ofsuppliers, clients and customers; price lists; records of relevant IntellectualProperty rights and related documentation; sales and publicity materials; andall other documents relating to the Business in whatever form (electronic,digital or otherwise), and in whatever medium so held, as the Purchaser mayreasonably require to enable the Mi Gwang to carry on the Business insuccession to the Contacts Parties;

“Purchase Price” has the meaning set forth in Section2(c) below.

“Regulation” means any law, statute, regulation,treaty, code, ordinance, decree, ruling, rule, administered or enforced by oron behalf of any Authority, and the Certificate or Articles of Incorporationand Bylaws of the respective corporate parties hereto.

“Reimbursable Liabilities” shall mean those specificcosts, liabilities, and obligations of the Contacts Parties and the ClearLab EUParties which will be reimbursed by the Contacts Parties pursuant to, and areparticularly set forth in, a Reimbursement Agreement in form and content as setforth on Exhibit D hereto.

“Retained Liabilities” shall mean (a) ClearLab’sexisting debt and capital lease obligations as particularly set forth inExhibit E hereto, which shall be repaid by the Contacts Parties prior to, at,or immediately following the Closing pursuant to Section 5(k) hereto; (b)product liability claims related to contact lens products manufactured by theContacts Parties prior to Closing; and (c) employment-related claims arisingsolely out of the actions of the Contacts Parties prior to Closing.

“Singapore Facility” means all of ClearLab’s leaseholdinterest located at 139 Joo Seng Road, Singapore 368362, all improvementsconstructed on such leasehold interest, and all furnishings and fixturesincluded in such improvements.

“Shayna” has the meaning set forth in the prefaceabove.

“Target Net Working Capital” means U.S. $10,380,000,as determined in accordance with Schedule 2.

“Tax” or “Taxes” means any federal, state, local, orforeign income, gross receipts, license, payroll, employment, excise,severance, stamp, occupation, premium, windfall profits, environmental(including taxes under Code Section 59A), customs duties, capital stock,franchise, profits, withholding, social security (or similar), unemployment,disability, real property, personal property, sales, use, transfer,registration, value added, alternative or add-on minimum, estimated, or othertax of any kind whatsoever, when computed on a separate or consolidated,unitary or combined basis or in any other manner, including any interest,penalty, or addition thereto, whether disputed or not.

“Tax Return” means any return, declaration, report,claim for refund, or information return or statement relating to Taxes,including any schedule or attachment thereto, and including any amendmentthereof.

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“Third-Party Claim” has the meaning set forth inSection 8(d) below.

2.             **BasicTransaction.**

(a)           Purchase and Sale ofAcquired Assets.  On and subject tothe terms and conditions of this Agreement, Mi Gwang agrees to purchase fromthe Contacts Parties, and the Contacts Parties agree to sell, transfer, convey,and deliver to Mi Gwang, all of their rights, title, and interest in and to theAcquired Assets at the Closing for the consideration specified below in thisSection 2.  The purchase and sale of theAcquired Assets shall not include the purchase and sale of the Excluded Assets.

(b)           Assumption ofLiabilities.  On and subject to theterms and conditions of this Agreement, Mi Gwang agrees to assume and becomeresponsible for all of the Assumed Liabilities at the Closing.  Mi Gwang will not assume or have anyresponsibility, however, with respect to Retained Liabilities.  Mi Gwang shall assume the ReimbursableLiabilities, but the Contacts Parties shall fully reimburse Mi Gwang for allamounts actually paid by Mi Gwang to satisfy the Reimbursable Liabilities, andsuch reimbursement obligation shall not be subject to the indemnity limitationsset forth in Section 8(f) herein.

(c)           PurchasePrice.  Mi Gwang agrees to pay to theContacts Parties the following consideration for the Acquired Assets(collectively, the “Purchase Price”):

### (i)            A one-timenonrefundable payment of Nine Million U.S. Dollars (U.S. $9,000,000.00),payable by wire transfer or delivery of other immediately available funds, tobe delivered as follows:

#### (1)           One Million U.S. Dollars (U.S. $1,000,000)which Mi Gwang has placed into an escrow arrangement, as more fully set forthin Section 9(c) of this Agreement; and

#### (2)           No later than ten days prior to the ClosingDate, Mi Gwang shall wire an additional Eight Million U.S. Dollars (U.S.$8,000,000) U.S. to the Contacts Parties;

#### (ii)           A one-time nonrefundable transfer of SixMillion Five Hundred Thousand U.S. Dollars (U.S. $6,500,000) in MI GWANGCONTACT LENS CO., LTD.capital stock (the “Mi Gwang Shares”) issued at a priceequal to the average closing price per share as quoted on the Korea StockExchange during the twenty (20) trading day period immediately preceding (butnot including) the Closing Date.  All MiGwang Shares shall be issued and registered pursuant to section 5(c)herein.  Evidence of the registration ofsuch Mi Gwang Shares shall be delivered upon Closing or as soon thereafter asreasonably practicable, but in no event later than July 15, 2007.

## (d)         Post-Closing Adjustment.

### (i)            Subsequent to Closing,the Contacts Parties shall prepare a statement of Closing Net Working Capitalconsistent with the format found in Schedule 2 and with ClearLab’s historicalaccounting practices.  A differencebetween the Closing Net Working

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### Capital andthe Target Net Working Capital of more than five percent (5%) shall be referredto in this Section 2(d) as the “Post-Closing Adjustment”.

#### (1)           If the Post-Closing Adjustment is in favorof Mi Gwang, Mi Gwang shall submit the Closing Statement along with itscalculation of the Post-Closing Adjustment to the Contacts Parties and if theContacts Parties do not object to the amount of the Post-Closing Adjustmentwithin twenty (20) days of receipt thereof, the Contacts Parties shall collectivelypay to Mi Gwang an amount equal to 100% of the Post-Closing Adjustment notlater than thirty (30) days following receipt of the Closing Statement,together with interest thereon from the Closing Date to the date of payment ata rate of eight percent (8%) per annum. Such payment shall be payable in Mi Gwang Shares (as determinedaccording to value as of the Closing Date).

#### (2)           If a Post-Closing Adjustment is applicablein favor of the Contacts Parties, the Contacts Parties shall submit the ClosingStatement along with their calculation of the Post-Closing Adjustment to MiGwang and if Mi Gwang does not object to the amount of the Post-ClosingAdjustment within twenty (20) days of receipt thereof, Mi Gwang shall pay tothe Contacts Parties an amount equal to 100% of the Post-Closing Adjustment,not later than thirty (30) days following receipt of the Closing Statement,together with interest thereon from the Closing Date to the date of payment ata rate of eight percent (8%) per annum, payable in cash.

### (ii)           If either party objectsto the Post-Closing Adjustment, such party shall notify the other within thirty(30) days following receipt thereof, setting forth in specific detail the basisfor their objection and their proposal for any adjustments to the Post-ClosingAdjustment.  Mi Gwang and the ContactsParties shall use their good faith efforts to reach agreement as to any suchproposed adjustment or whether such adjustment is necessary.  If agreement is reached as to all proposedfurther adjustments or to the effect that no adjustments are necessary, theparties shall make such adjustments, if any, and the Post-Closing Adjustment,if any, shall be based thereon and the applicable party shall promptly pay theamount of the Post-Closing Adjustment to the other not later than ten (10) daysafter reaching such agreement.  In theevent that a portion of the Post-Closing Adjustment is agreed to by theparties, the amount so agreed upon shall be paid within such thirty (30) dayperiod.  If Mi Gwang and the Contacts Partiesare unable to reach agreement within thirty (30) days, then the parties shallsubmit the matter to mediation and arbitration in accordance with Section 10(b)hereof and the arbitrator shall review the proposed adjustments and shall makea determination as to the proposed adjustments, if any, and he or she shallcause the Post-Closing Adjustment to be properly prepared in accordance withthe provisions of this Agreement.  Allresolutions shall represent either agreement with the positions taken by Mi Gwangor the Contacts Parties or a compromise between such positions.  The determination of the arbitrator shall befinal, conclusive and binding upon Mi Gwang and the Contacts Parties.  Thereafter, if the arbitrator determines thatan amount is owed by one party to the other, the liable party shall pay to theother, no later than ten (10) days thereafter, an amount equal to thePost-Closing Adjustment as determined by the arbitrator, together with interestthereon from the Closing Date to the date of payment at a rate of eight percent(8%) per annum.  Mi Gwang or the ContactParties, as the case may be, shall pay the costs of the arbitration, dependingon which party’s calculation of the Post-Closing Adjustment is further from thePost-Closing Adjustment determined by the arbitrator.

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(e)           The Closing.  The closing of the transactions contemplatedby this Agreement (the “Closing”)shall take place at the headquarters of MI GWANG CONTACT LENS CO., LTD. inKorea, commencing at 9:00 a.m. local time on the Business Day following thesatisfaction or waiver of all conditions to the obligations of the parties toconsummate the transactions contemplated hereby (other than conditions withrespect to actions the respective parties will take at the Closing itself) or suchother date and location as the parties may mutually determine in writing (the “Closing Date”); *provided, however**,* that the Closing Date shall be no laterthan June 30, 2007.

(f)            Deliveries at theClosing.  At the Closing, (i) Contacts (for the Contacts Parties) shall deliver to MiGwang the various certificates, instruments, and documents referred to inSection 7(a) below; (ii) Mi Gwang shall deliver to Contacts (for the ContactsParties) the various certificates, instruments, and documents referred to inSection 7(b) below; (iii) Mi Gwang and the Contacts Parties shall execute anddeliver such other instruments of sale, transfer, conveyance, and assignment aseach party’s respective counsel may reasonably request; and (iv) Mi Gwang willdeliver to Contacts the consideration specified in Section 2(c) above.

(g)           Allocation.  The parties shall work together in good faithto agree upon the allocation of the Purchase Price (and all other capitalizedcosts) among the Acquired Assets in accordance with Code Section 1060 and theregulations thereunder within sixty (60) days after the Closing Date, whereuponsaid allocation shall be incorporated herein as Exhibit B.  Contacts and Mi Gwang and their Affiliatesshall report, act and file Tax Returns in their respective jurisdictions in allrespects and for all purposes consistent with such allocation.  Each of Mi Gwang and Contacts shall cooperatewith the other in relation to the timely and proper preparation, execution,filing, and delivery of all such documents, forms and other information as theother party may reasonably request to prepare such allocation.

(h)           Remittance ofPurchase Price.  All elements of thePurchase Price set forth in Sections2(e) above are net amounts payable to the Contacts Parties without anyoffsets, deductions, withholdings, or otherwise for levies, taxes, duties, orsimilar items.  Any payments due from MiGwang in respect to the foregoing shall be made to the Contacts Parties by bankwire transfer to a bank account designated in writing by Contacts at leastthree (3) Business Days prior to the Closing. If the transfer or the conversion intoU.S. Dollars in any such instance is not lawful or possible, the payment ofsuch shall be made by the deposit thereof, in whatever currency is allowableand acceptable by Contacts, to the credit and account of Contacts or itsnominees in any commercial bank or trust company of its choice in any countryor currency of its choice.  MiGwang shall make all payments to or among the Contacts Parties as directed byContacts.  Mi Gwang may determine whetherMi Gwang or an Affiliate will make such payments, provided that no withholdingtaxes are due on such payments.

3.**             The Contacts Parties’Representations and Warranties.**

  The Contacts Parties jointly and severally(except as otherwise expressly set forth herein) represent and warrant to MiGwang that the statements contained in this Section 3 and Schedule 5 are, tothe Knowledge of the Contacts Parties as of the date of this Agreement (unlessa different date is otherwise set forth herein), correct and complete in allmaterial respects, are not misleading, and will remain, to the Knowledge of theContacts Parties as of the Closing Date (as 

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though made then and as though the Closing Date were substituted for thedate of this Agreement throughout this Section 3), correct and complete in allmaterial respects and not misleading, except as set forth in the disclosureschedule accompanying this Agreement and initialed by Mi Gwang and the ContactsParties (the “*DisclosureSchedule*”).  TheDisclosure Schedule will be arranged in paragraphs corresponding to thelettered and numbered paragraphs contained in this Section 3.  To the extent there is any inconsistencybetween the Representations and Warranties contained in this Purchase Agreementand those in the attached Schedule 5, the representations and warrantiescontained in this Purchase Agreement shall control.

(a)           Organization ofContacts.** Each of the Contacts Parties is a corporationduly organized, validly existing, and in good standing under the laws of thejurisdiction of its incorporation and has all requisite corporate power andauthority to own, lease and operate its properties and to carry on its part ofits business as now being conducted.  Anorganizational chart showing the Contacts Parties, as well as their currentrelationship with ClearLab Europe, Shayna and ClearLab UK is attached hereto asSchedule 3.

(b)           Authorization ofTransaction.  Each of the ContactsParties has full power and authority (including full corporate or other entitypower and authority) to execute and deliver this Agreement and to perform itsobligations hereunder.  This Agreementconstitutes the valid and legally binding obligation of the Contacts Parties,enforceable in accordance with its terms and conditions, except as the same maybe limited by bankruptcy, insolvency, reorganization, moratorium or similarlaws now or hereafter in effect relating to creditors’ rights generally.  The execution, delivery and performance ofthis Agreement and all other agreements contemplated hereby will have been dulyauthorized by the appropriate Contacts Parties.

(c)           Title and Transferof the Acquired Assets.  The ContactsParties have good and marketable title to, and are the lawful owners of, the AcquiredAssets.  Except as set forth in Section3(c) of the Disclosure Schedule, the Acquired Assets, on the Closing Date, willbe free and clear of any Liens.

(d)           No EDB Liability.  The Contacts Parties have no liability orobligation to pay any fees or other amounts to the Singapore EconomicDevelopment Board (the “EDB”) in connection with the IDS grant dated June 30,2005 (“IDS Grant”), and upon transfer of the Singapore Facility to Mi Gwang,neither (i) the Contacts Parties nor (ii) Mi Gwang or its Affiliates shall haveany liability or obligation to pay any fees or other amounts to the EDB.

(e)           Litigation.  Except as disclosed on in Section 3(e) of theDisclosure Schedule, (i) there are no Claims pending relating to or affectingthe Contacts Parties or the Acquired Assets; and (ii) there are no facts orcircumstances Known to the Contacts Parties that could reasonably be expectedto give rise to any Claims that would be required to be disclosed pursuant toclause (i) above.

(f)            FinancialStatements.  Attached hereto asExhibit C are the following financial statements: (i) unaudited managementprepared consolidated balance sheet and statement of income for ClearLab andthe ClearLab EU Parties, as of and for the one-year period ended December 31,2006 (the “Most Recent Fiscal Year End”), and (ii) an unaudited managementprepared consolidated balance sheet and statement of income for ClearLab, andthe ClearLab EU

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Parties as of and for the months ended March 31, 2007 (the “Most RecentMonth End”) (collectively, the “Most Recent Financial Statements”).  The Most Recent Financial Statements (withoutany notes thereto) have been prepared in accordance with GAAP on a consistentbasis throughout the periods covered thereby, and are true, correct, andcomplete.

(g)           Events Subsequent toMost Recent Fiscal Year End.  Exceptas set forth in Section 3(g) of the Disclosure Schedule, since the Most RecentFiscal Year End, there has not been any Material Adverse Change in thebusiness, financial condition, operations, results of operations of theAcquired Assets.

(h)           Operation ofProduction Equipment.  The productionequipment which the Contacts Parties have transferred or will transfer to theSingapore Facility in conjunction with this Agreement shall be capable ofoperating in substantially the same manner as such equipment operated inPlymouth, UK.

(i)            AdditionalRepresentations and Warranties. Subject to the Disclosure Schedule, the Contacts Parties further jointlyand severally represent and warrant to Mi Gwang that the warranties set forthin Schedule 5 are, to the Knowledge of the Contacts Parties, true and accuratein all material respects and not misleading as at the date of this Agreementand will remain, to the Knowledge of the Contacts Parties at all times up to andincluding the Closing Date, true and accurate in all material respects and notmisleading.

(j)            Disclaimer of OtherRepresentations and Warranties. Except as expressly set forth in this Section 3 and Schedule 5, theContacts Parties make no representation or warranty, express or implied, at lawor in equity, in respect of any of their respective assets (including, withoutlimitation, the Acquired Assets), liabilities or operations, including, withoutlimitation, with respect to merchantability or fitness for any particularpurpose, and any such other representations or warranties are hereby expresslydisclaimed.  Mi Gwang hereby acknowledgesand agrees that, except to the extent specifically set forth in this Section 3and Schedule 5, Mi Gwang is purchasing the Acquired Assets on an “as-is,where-is” basis.

4.             **Mi Gwang’sRepresentations and Warranties.**

  Mi Gwang represents and warrants to theContacts Parties that the statements contained in this Section 4 are correctand complete as of the date of this Agreement and will be correct and completeas of the Closing Date (as though made then and as though the Closing Date weresubstituted for the date of this Agreement throughout this Section 4), exceptas set forth in Mi Gwang’s Disclosure Schedule (“Mi Gwang Disclosure Schedule”).The Mi Gwang Disclosure Schedule will be arranged in paragraphs correspondingto the lettered and numbered paragraphs contained in this Section 4 andinitialed by the parties hereto.

(a)           Organization of MiGwang.  Mi Gwang is a corporationduly organized, validly existing, and in good standing under the laws of thejurisdiction of its incorporation.

(b)           Authorization ofTransaction.  Mi Gwang has full powerand authority (including full corporate or other entity power and authority) toexecute and deliver this Agreement and to perform its obligations hereunder.This Agreement constitutes the valid and

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legally binding obligation of Mi Gwang, enforceable in accordance withits terms and conditions, except as the same may be limited by bankruptcy,insolvency, reorganization, moratorium or similar laws now or hereafter ineffect relating to creditors’ rights generally. The execution, delivery and performance of this Agreement and all otheragreements contemplated hereby have been duly authorized by Mi Gwang and itsBoard of Directors by the date of execution of this Agreement.  Mi Gwang does not require shareholderapproval for execution of this Agreement.

(c)           Non-contravention.  Neither the execution and delivery of thisAgreement, nor the consummation of the transactions contemplated hereby, will(i) violate any constitution, statute, regulation, rule, injunction, judgment,order, decree, ruling, charge, or other restriction of any government,governmental agency, or court to which Mi Gwang is subject or any provision ofits charter, bylaws, or other governing documents, or (ii) conflict with,result in a material breach of, constitute a material default under, result inthe acceleration of, create in any party the right to accelerate, terminate,modify, or cancel, or require any notice under any agreement, contract, lease,license, instrument, or other arrangement to which Mi Gwang is a party or bywhich it is bound or to which any of its assets are subject.  Mi Gwang must give limited notice to, makefilings with, and/or obtain certain authorization, consent, and/or approval ofcertain government or governmental agencies in order for the parties toconsummate the transactions contemplated by this Agreement.  Such requirements are fully described inSchedule 4 herein.

(d)           Brokers’ Fees.  Except as set forth in Section 4(d) of theDisclosure Schedule, Mi Gwang has no liability or obligation to pay any fees orcommissions to any broker, finder, or agent with respect to the transactionscontemplated by this Agreement.

(e)           Financial Ability.  Mi Gwang has the financial ability to performits obligations under this Agreement.

(f)            Mi Gwang Shares.  The Mi Gwang Shares delivered to the ContactsParties at the Closing as part of the Purchase Price shall be duly authorized,validly issued, validly registered, duly paid and non-assessable and free ofall liens and encumbrances, except for applicable securities law restrictions,and shall, after expiration of the restriction period set forth in Section7(b)(iii), be available for immediate resale (subject to applicable Korean lawsand regulations).

(g)           Korean GovernmentRequirements.  Mi Gwang has appliedor will apply for and will receive, prior to the Closing Date, all necessaryapplications, requirements as described in section 4 (c) and Schedule 4 herein.

5.             **Pre-ClosingCovenants.**

  The parties agree as follows with respect tothe period between the execution of this Agreement and the Closing:

(a)           General.  The parties hereto will use their commerciallyreasonable efforts to take all actions and to do all things necessary, proper,or advisable in order to consummate and make effective the transactionscontemplated by this Agreement (including such

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steps as may be prudent or necessary for the timely transfer of theAcquired Assets to Mi Gwang, and the satisfaction, but not waiver, of theClosing conditions set forth in Section 7 below).

(b)           Notices and Consents.  The parties hereto will give any Notices tothird parties, and will use their reasonable best efforts to obtain anyConsents necessary to effect this transaction as set forth in Section 7(a)(iv).

(c)           Achievementof Milestones.  Mi Gwang shallreceive board of director and shareholder approval, and shall procure financingfor the purchase of the Acquired Assets, in the manner and by the dates setforth as follows:

### (i)            Prior to or on thesame day as the execution of this Agreement, Mi Gwang shall issue, deliver, orcause to be delivered, to the Contacts Parties either of the following:

#### (1)           a copy of an executedagreement between Mi Gwang and Daewoo Securities Company Ltd. (“Daewoo”),securing the necessary bonds with warrants against Mi Gwang securities a (“BondWith Warrant”) to obtain capital for the purchase of the Acquired Assets, in anamount acceptable to the Contacts Parties, in the Contacts Parties solediscretion.  Further, Mi Gwang shallprovide to the Contacts Parties all documentation provided to potentialinvestors from Daewoo, and all updates to such documentation, simultaneouslywith the delivery of such documentation to the potential investors; or

#### (2)           a letter addressed tothe Contacts Parties, in form and substance acceptable to the Contacts Parties,from a financial institution(s) providing commercially reasonable assurancesthat Mi Gwang has, on deposit in readily available funds, sufficient capitalfor the purchase of the Acquired Assets.

### (ii)           The board of directorsof Mi Gwang shall have adopted resolutions authorizing the execution of thisAgreement and the transactions contemplated hereby hereby prior to theexecution of this Agreement, and shall make a public announcement as requiredby the Stock Market Commercial Regulation 19.

### (iii)          Prior to Closing of thisAgreement, the Bond With Warrant shall be issued.

### (iv)          Prior to Closing, the registration rights ofthe Bond with Warrant shall be completed pursuant to Korean Commercial Law 514.

(d)           Operation of theAcquired Assets**. **The Contacts Parties will not (i)engage in any practice, take any action, engage in any operations, or enterinto any transaction outside the Ordinary Course of Business with respect tothe Acquired Assets without the consent of Mi Gwang, except for the closing ofthe Plymouth Facilities and the winding up of the Plymouth, U.K. operationsrelating to Shayna and ClearLab UK, and (ii) engage in any sales transactionwith a customer outside of the Ordinary Course of Business without the priorapproval of Mi Gwang.  The productionequipment which the Contacts Parties have transferred or will transfer to theSingapore Facility in conjunction with this Agreement shall be capable ofoperating in substantially the same manner as such equipment operated inPlymouth, UK.

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(e)           Notice ofDevelopments.  Each party will giveprompt written notice to the other parties of any material adverse developmentcausing a breach of any of its own respective representations and warranties inSection 3 and Section 4 above.  Nodisclosure by any party pursuant to this Section, however, shall be deemed toamend or supplement the Disclosure Schedule or to prevent or cure anymisrepresentation or breach of warranty.

(f)            OperatingLease Agreement.  ClearLab UK hasleased to ClearLab certain equipment pursuant to an operating lease agreementas set forth on Exhibit F hereto.

(g)           Assignment ofHydrogel License.  Prior to or uponClosing, the Contacts Parties will secure an assignment to Mi Gwang of all ofContacts’ rights and interests in that certain license with Hydrogel VisionCorp.****pertaining to the United States market(the “Hydrogel License”) on essentially equivalent terms as Contacts currentlyhas under the Hydrogel License.

(h)           FinancialInformation.  From the date allparties have executed this Agreement until the Closing, the Contacts Partieswill provide to Mi Gwang, as soon as is commercially reasonable, monthlyunaudited management prepared consolidated balance sheets and statements ofincome for ClearLab, ClearLab Europe, Shayna and ClearLab UK.

(i)            Access.  The Contacts Parties will permitrepresentatives of Mi Gwang to have commercially reasonable access duringregular business hours and upon reasonable prior written notice to the ContactsParties, and in a manner so as not to interfere with the normal businessoperations of the Contacts Parties, to all of the Contacts Parties premises,properties, personnel, books, records, contracts, and documents whichspecifically pertain to the Acquired Assets. Mi Gwang will treat and hold any information they receive from theContacts Parties in the course of the reviews contemplated by this Section 5(i)as Confidential Information, will not use any of the Confidential Informationexcept in connection with and pursuant to the terms of this Agreement, and, ifthis Agreement is terminated for any reason whatsoever, Mi Gwang willimmediately return to the Contacts Parties, or destroy, all tangibleembodiments (and all copies) of the Confidential Information that are in itspossession.

(j)            Supply Agreement.  Prior to the Closing, Mi Gwang shall deliverto the Contacts Parties a Supply Agreement that shall allow the ContactsParties or any Affiliate of the Contacts Parties to purchase directly from MiGwang, any Affiliate of Mi Gwang, or their successors or assigns, any and allcurrent and future products manufactured by Mi Gwang that are sold in NorthAmerica, whether or not such products come into the North American marketdirectly or indirectly, **[***]**.  The Supply Agreement shall provide, amongother things, that Mi Gwang, any Affiliate of Mi Gwang, or their successors orassigns will not discriminate in any manner against the Contacts Parties or anyAffiliate of the Contacts Parties regardless of whether or not the ContactsParties or any Affiliate of the Contacts Parties are affiliated with any eyecare prescribers by pricing, actual supply production or otherwise.  Further, the Supply Agreement shall providethat Mi Gwang shall, immediately upon written request from any of the Contactsparties, **[***]**.  TheSupply Agreement shall continue for **[***]** after Mi Gwang owns the Acquired Assets, or produce,manufacture or sale disposable contact lenses that enter North America directlyor indirectly.  The Supply Agreementshall be assumed by, and the requirements of the Supply Agreement shall conveyto, any subsequent purchaser of the Acquired Assets, its assets,

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[***] designates portions of this document that have been omittedpursuant to a request for confidential treatment filed separately with theSecurities and Exchange Commission.

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know-how, information, data orproprietary rights.  The SupplyAgreement shall be substantially in form and substance as set forth on ExhibitG hereto.

(k)           ReimbursementAgreement.  Simultaneous with theClosing, the Contacts Parties shall enter into a Reimbursement Agreement inform and content as set forth on Exhibit D hereto, under which the ContactsParties shall agree to reimburse Mi Gwang for those specific costs,liabilities, and obligations set forth on Exhibit D.

(l)            Repaymentof Certain Debt and Capital Lease Obligations.  Prior to, upon, or immediately following theClosing, the Contacts Parties shall repay and terminate the existing debt andcapital lease obligations of ClearLab International and ClearLab UK, as suchobligations are particularly set forth in Exhibit E hereto.

(m)          UndertakingsRelating to Leasehold Property.

### (i)            On or before Closing, the Contacts Partiesshall furnish the documents of title of the Leasehold Property to Mi Gwang.

### (ii)           On or before Closing,the Contacts Parties shall: (a) discharge the outgoings of the LeaseholdProperty down to and including the Closing Date; (b) discharge all propertytax, including surcharge, down to and including the Closing Date, whether thetax is levied or increased before, on or after Closing; and (c) discharge allrentals and all other monies, fees and interest payable to the Housing andDevelopment Board of Singapore and quit rent in respect of the LeaseholdProperty down to and including the Closing Date.

### (iii)          After the Closing, Mi Gwang will be entitledto all the rentals and profits.

### (iv)          Where necessary, the Tax, payments, rentalsand profits are to be apportioned between the Contacts Parties and Mi Gwang.

### (v)           Subject to Clause7(a)(vi), Mi Gwang is purchasing the Leasehold Property with full knowledge andnotice of its actual state and condition as of the date all parties haveexecuted this Agreement, and Mi Gwang shall not be entitled to raise anyobjection in respect thereof.

(n)           Non-Compete,Non-Solicitation.  Upon Closing, MiGwang covenants and agrees that it will enter into a Confidentiality andNon-Competition Agreement with the Contacts Parties, or any purchaser orrightful holder of any interest in or to the Flat Pack Technology, asapplicable, in which Mi Gwang will agree as follows:

### (i)            With respect to the “Flat Pack Patents” (asdefined in Exhibit I hereto) Mi Gwang:

#### (1)           Will not, until the date of expiration ofthe last to expire of the Flat Pack Patents, directly or indirectly, practice,utilize, or infringe such patents or patent applications;

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#### (2)           Will not, until the date of expiration ofthe last to expire of the Flat Pack Patents, allow any of its Affiliates,officers, directors, employees, stockholders, agents, contractors, orrepresentatives, including but not limited to former ClearLab employees whobecome employees or consultants of the Mi Gwang, to directly or indirectlyinfringe, invalidate, or otherwise work around, develop, design, manufacture orsell any product utilizing such Flat Pack Patents; and

### (ii)           Fora period of two (2) years from the Closing Date, Mi Gwang will not directly orindirectly solicit former ClearLab Singapore employees who accept employment orconsulting work with the purchaser of the Contacts Parties’ Flat Pack Technologyto work for Mi Gwang.  TheConfidentiality and Non-Competition Agreement shall be substantially in formand substance as set forth on Exhibit I hereto.

(o)           Exclusivity.  After this Agreement has been dulyexecuted by all parties, none of the Contacts Parties nor their Affiliates willdirectly or indirectly, through any of their advisors, initiate, solicit,encourage or participate in any discussions or negotiations with, or provideany non-public information to, any Person concerning any potential competingoffer for the sale, disposition or other transfer of all or any materialportion of the Acquired Assets (a “Competing Offer”).  Further, Contacts shall promptly notify MiGwang of the receipt of any unsolicited Competing Offer which Contacts or itsAffiliates may receive from any other Person relating to the acquisition of theAcquired Assets; *provided**,**however*, that Contacts, its Affiliates, and their directorsand officers will remain free to participate in any discussions or negotiationsregarding, furnish any information with respect to, assist or participate in,or facilitate in any other manner any effort or attempt by any Person to do orseek any of the foregoing to the extent their fiduciary duties may require.  Notwithstanding anything to the contrary inthis Agreement, Contacts shall be free to initiate, solicit, encourage orparticipate in any Competing Offer: (i) prior to the execution of thisAgreement, and (ii) in the event Mi Gwang does not accomplish any one of thosecertain pre-closing conditions by the dates indicated in Section 5.

(p)           Lease of or Access to Singapore Facility Space.

(i)            Lease of Singapore Facility Space to the ContactsParties.  At the option of and upon the request of theContacts Parties, Mi Gwang shall enter into a lease with the Contacts Parties,which lease shall (a) allow the Contacts Parties to lease space on the fourthfloor of the Singapore Facility sufficient to allow the Contacts Parties tocontinue to develop and manufacture Flat Pack Technology products; (b) last fora term of no more than twelve (12) months from the date of Closing; and (c)contain commercially reasonable terms, with a cost per square foot not toexceed the amount which the Contacts Parties paid for such space, on apro-rated basis, immediately prior to Closing.

(ii)           Access to Singapore Facility Space.  Mi Gwangshall allow a purchaser of the Contacts Parties’ Flat Pack Technology to havecommercially reasonable access, upon commercially reasonable notice, to theSingapore Facility to allow such purchaser to remove any purchased equipmentpertaining to the Flat Pack Technology from the Singapore Facility, providedthat any such purchaser shall reimburse Mi Gwang for the cost of repairingdamages directly caused by such removal. Such access shall continue for a period of sixty days after the closingof any such transaction.  Mi Gwang shallwork with any such purchaser in a cooperative

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manner to facilitate removal of such equipment fromthe Singapore Facility in a manner which will minimize disruption to bothparties.

(q)           Recent FinancialStatements.  The Contacts Partieswill provide Mi Gwang with an unaudited management prepared consolidatedbalance sheet and statement of income for ClearLab and the ClearLab EU Partiesas of and for the month of April 2007 and for each subsequent month untilClosing.  Such statements (without anynotes thereto) will be prepared in accordance with U.S. GAAP on a consistentbasis throughout the periods covered thereby, and will be substantially true,correct, and complete.

(r)            EmployeeInformation. The Contacts Parties will provide Mi Gwang copies of all employmentcontracts of the employees of ClearLab and the ClearLab EU Parties who areunder contract.

6.**             Post-Closing Covenants.**

  The parties agree as follows withrespect to the period following the Closing:

(a)           General.  In case at any time after the Closing anyfurther actions are necessary to carry out the purposes of this Agreement, eachof the parties shall cooperate with each other and take such further actions(including the execution and delivery of such further instruments and documentsas may be prudent or necessary to effect the transfer of the Acquired Assets toMi Gwang) as the other party reasonably may request, all at the sole cost andexpense of the requesting parties (unless the requesting party is entitled toindemnification therefor under Section 8 below).

(b)           Litigation Support.  In the event and for so long asany party actively is asserting, contesting or defending against any action,suit, proceeding, hearing, investigation, charge, complaint, claim, or demandagainst any person or entity other than a party to this Agreement in connectionwith (i) any transaction contemplated under this Agreement, or (ii) any fact,situation, circumstance, status, condition, activity, practice, plan,occurrence, event, incident, action, failure to act, or transaction on or priorto the Closing Date involving the Acquired Assets, the other party willcooperate with the asserting, contesting or defending party and its counsel inthe contest or defense, make available its personnel, and provide suchtestimony and access to its books and records as shall be necessary inconnection with the contest or defense, all at the sole cost and expense of theasserting, contesting or defending party (unless the asserting, contesting ordefending party is entitled to indemnification therefor under Section 8 below).

(c)           Transition.  Contacts will not take any actionthat is designed or intended to have the effect of discouraging any licensor,customer, supplier, or other business associate in connection with the AcquiredAssets from maintaining the same business relationships with Mi Gwang after theClosing as it maintained with Contacts prior to the Closing.

(d)           Third Party Consents.  The Contacts Parties shall use theirrespective best efforts to procure, and assist Mi Gwang in procuring anyPermits and Consent required in connection with the transactions contemplatedby this Agreement and not procured prior to the Closing Date.

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(e)           Financial andOperational Information.  From andafter the Closing Date, for as long as either Contacts Party remains ashareholder of Mi Gwang, Mi Gwang shall provide to Contacts as soonas is commercially reasonable Mi Gwang’s quarterly management preparedbalance sheet and statement of income, as well as any report related to theoperations of Mi Gwang.

(f)            Accessto Books, Records, and Personnel.  MiGwang shall provide the Contacts Parties with commercially reasonable accessduring regular business hours, upon a commercially reasonable request and uponcommercially reasonable notice by the Contacts Parties, to Mi Gwang’s books,Information and Records, and personnel relating to this Agreement and to thetransactions contemplated hereunder for the sole purpose of allowing theContacts Parties to obtain information necessary to complete audits, taxreturns, and other matters required by applicable laws and regulations

(g)           Dual-UseKnow-How.  From and after the ClosingDate, Mi Gwang covenants and agrees that itwill not take any action that will have a Material Adverse Effect upon theknow-how, information, data and proprietary rights of the Dual-Use Know-How.

(h)           Reimbursementfor Preparation of Statutory Accounts. From and after the Closing Date, the Contacts Parties shall reimburse MiGwang for the actual third party costs of maintaining statutory accounts andfiling Tax Returns for ClearLab UK and for Shayna for fiscal year 2007, up to amaximum of U.S. $150,000.

(i)            Assignmentof Non-Compete and Non-Solicitation Obligations.  Mi Gwang acknowledges that the ContactsParties may, at their option, sell the Flat Pack Technology to a thirdparty.  Mi Gwang agrees to consent to theassignment of its Confidentiality and Non-Competition obligations, as set forthin Section 5(n) and Exhibit I hereto, to any such purchaser of the Flat PackTechnology, which consent shall be substantially in the form set forth inExhibit K hereto.

(j)            Guarantee.  MI GWANG CONTACT LENS CO., LTD., as primaryobligor and not as surety, hereby unconditionally and irrevocably guarantees tothe Contacts Parties the due and punctual payment, observance and performanceof all of the obligations and covenants of CLEARLAB SG, PTE. LTD contained in thisAgreement in accordance with its terms, and agrees to pay, observe and performsuch guaranteed obligations when so due, on demand.  MI GWANG CONTACT LENS CO., LTD.agrees to payany and all costs and expenses, including reasonable fees and disbursements ofcounsel, incurred by the Contacts Parties in enforcing any rights under thisguarantee.  This guarantee is acontinuing guarantee by MI GWANG CONTACT LENS CO., LTD. and shall remain infull force and effect until the guaranteed obligations have been discharged infull.

7.**             Conditions to Obligations to Close.**

(a)           Conditions to Mi Gwang’s Obligation.  Theobligation of Mi Gwang to consummate the transactions to be performed by it inconnection with the Closing is subject to satisfaction of each of the followingconditions:

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### (i)            the representations and warranties set forth inSection 3 and Schedule 5 shall be true, correct, and not misleading in allmaterial respects at and as of the Closing Date, except to the extent that suchrepresentations and warranties are qualified by the term “material,” or containterms such as “Material Adverse Effect” or “Material Adverse Change,” in whichcase such representations and warranties (as so written, including the term “material”or “Material”) shall be true, correct, and not misleading in all respects, subjectto the above qualifiers, at and as of the Closing Date;

### (ii)           the Contacts Parties shall have performed andcomplied with all of their covenants hereunder in all material respects throughthe Closing, except to the extent that such covenants are qualified by the term“material,” or contain terms such as “Material Adverse Effect” or “MaterialAdverse Change,” in which case the Contacts Parties shall have performed andcomplied with all of such covenants (as so written, including the term “material”or “Material”) in all respects, subject to the above qualifiers, through theClosing;

### (iii)          there shall not be any injunction, judgment, order,decree, ruling, or charge in effect preventing consummation of any of thetransactions contemplated by this Agreement;

### (iv)          the Contacts Parties and Mi Gwang shall havereceived, and there shall remain in full force and effect as of Closing, allmaterial Consents that may be required for the proper and effective transfer ofthe Acquired Assets and the entry into and implementation of the terms of thisAgreement, and all material permits, licenses, authorizations and approvalsthat may be required for the use and operation of the Acquired Assets as of andfurther to Closing as the same has been used and operated by the ContactsParties, all on terms and conditions approved by Mi Gwang in its reasonablediscretion; such Consents, permits, licenses, authorizations and approvalsshall include the Consent of the Housing and Development Board of Singapore forthe transfer of the Leasehold Interest to Mi Gwang; the issuance of theCertificate of Registration of Factory in favor of Mi Gwang for such part ofthe Leasehold Property to be used by Mi Gwang or any Person as factory ormanufacturing facilities; and the issuance of the use and storage of hazardousmaterials permit in favor of Mi Gwang pursuant to the Environmental PollutionControl Act (Singapore Statutes);

### (v)           Mi Gwang shall have received or will receive atClosing, all material Permits that are necessary to enable Mi Gwang to operatethe Acquired Assets as currently conducted by the Contacts Parties (except forany concessions, Permits, licenses, authorizations, approvals, certificates,registrations and Consents as to which the failure to have would not reasonablybe expected to have a Material Adverse Effect) and such Permits are attached asset forth in Schedule 1 hereto.  TheContacts Parties shall transfer, assign, and deliver to Mi Gwang at the Closingall of the Permits which may be transferred and assigned;

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(vi)          Mi Gwang (or itssolicitors) shall have received replies inrespect of all legal requisitions made relating to the Leasehold Property (forthe purpose of this condition, “legal requisitions” shall mean the formalenquiries usually sent to the Urban Redevelopment Authority, Public WorksDepartment, Ministry of the Environment, Inland Revenue Authority of Singapore,Land Transport Authority and shall include the Road and Drainage InterpretationPlans), and there has been no encroachment whatsoever or acquisition ornotice(s) of intended acquisition by any government or any other competentauthority affecting the Leasehold Property in whole or in part;

### (vii)         Mi Gwang shall have received a duly executedassignment/transfer by ClearLab to Mi Gwang of the Leasehold Interest, whichassignment/transfer shall be in substantially the form attached hereto asExhibit H, which form shall be prepared by Mi Gwang’s counsel in Singapore,subject to such further amendments or modifications as may be necessary to meetsuch additional requirements of, or to incorporate such terms and conditions asmay be imposed by, the relevant Authority; and

### (viii)        all actions to be taken by Contacts in connectionwith consummation of the transactions contemplated hereby and all certificates,instruments, and other documents required to effect the transactionscontemplated hereby (including those set forth in Section 2(f)) will bereasonably satisfactory in form and substance to Mi Gwang.

MiGwang may waive any condition specified in this Section 7(a) if it executes awriting so stating at or prior to the Closing.

(b)           Conditions to Contacts’ Obligation.  Theobligation of the Contacts Parties to consummate the transactions to beperformed by them in connection with the Closing is subject to satisfaction ofthe following conditions:

### (i)            The Board of Directors of Mi Gwang shall haveapproved this Agreement and the transactions contemplated hereby and evidencethereof shall have been provided to Contacts;

### (ii)           The representations and warranties set forth inSection 4 above shall be true and correct in all material respects at and as ofthe Closing Date, except to the extent that such representations and warrantiesare qualified by the term “material,” or contain terms such as “MaterialAdverse Effect” or “Material Adverse Change,” in which case suchrepresentations and warranties (as so written, including the term “material” or“Material”) shall be true and correct in all respects, subject to the abovequalifiers, at and as of the Closing Date;

### (iii)          The Mi Gwang Shares shall be duly authorized, validlyissued, validly registered, duly paid and non-assessable and free of all liensand encumbrances, except for applicable securities law restrictions, and shallbe subject to restrictions on their sale or transfer as follows:  For a period of one (1) year after

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### the ClosingDate, all of the Mi Gwang Shares shall be subject to a sale or transferrestriction.  For a period of eighteen(18) months after the Closing Date, $500,000 of the Mi Gwang Shares (asdetermined according to value as of the Closing Date) shall be subject to asale or transfer restriction.  From theday after the one-year anniversary of the Closing Date, the Contacts Partiesshall have the right to sell, transfer, encumber, or otherwise dispose of up toSix Million U.S. Dollars ($6,000,000) of the Mi Gwang Shares (as determinedaccording to value as of the Closing Date). Upon the Business Day following the eighteenth (18th) month after the Closing Date, the Contacts Partiesshall have the right to sell, transfer, encumber, or otherwise dispose of thebalance of the Mi Gwang Shares;

### (iv)          Mi Gwang shall have performed and complied with allof its covenants hereunder in all material respects through the Closing, exceptto the extent that such covenants are qualified by terms such as “material” and“Material Adverse Effect,” in which case Mi Gwang shall have performed andcomplied with all of such covenants in all respects, subject to the abovequalifiers, through the Closing;

### (v)           There shall not be any injunction, judgment, order,decree, ruling, or charge in effect preventing consummation of any of thetransactions contemplated by this Agreement; and

### (vi)          All actions to be taken by Mi Gwang in connectionwith consummation of the transactions contemplated hereby and all certificates,instruments, and other documents required to effect the transactionscontemplated hereby (including those set forth in Section 2(f)) will bereasonably satisfactory in form and substance to Contacts.

Contactsmay waive any condition specified in this Section 7(b) if it executes a writingso stating at or prior to the Closing.

8.**             Remedies for Breaches of this Agreement.**

(a)           Survival ofRepresentations and Warranties.  All of the representations and warranties of Mi Gwangand the Contacts Parties contained in this Agreement and in the attachedSchedule 5 shall survive and continue in full force and effect for a period oftwelve (12) months after the Closing Date (unless the damaged party knew of anymisrepresentation or breach of warranty or covenant at the time of Closing)(the “Survival Period”), subject to prior expiration pursuant to this Agreementor any applicable statutes of limitations.

(b)           Indemnification Provisions for Mi Gwang’s Benefit.  TheContacts Parties, jointly and severally, agree to indemnify Mi Gwang, and eachof its Affiliates, and their respective officers, directors, employees,stockholders, representatives and agents against, and they agree to hold it andthem harmless from, any and all Losses incurred or suffered (i) by Mi Gwangor any of their Affiliates (or any combination thereof), and their respectiveofficers, directors, employees, representatives and agents arising out of anybreach of or any inaccuracy in

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(or any alleged breach made by a Person other than Mi Gwang of orinaccuracy in) any representation or warranty made by the Contacts Parties, prior to Closing and related to ClearLabInternational Pte. Ltd., ClearLab Europe, Shayna, or ClearLab UK; (ii) by MiGwang arising out of the Retained Liabilities; or (iii) arising out of theongoing operation of ClearLab Europe, Shayna, or ClearLab UK, but only to theextent that the facts and circumstances giving rise to such Losses (x) existedduring the time that such parties were Affiliates of Contacts; (y) existedprior to the Closing Date; and (z) were not disclosed to Mi Gwang prior to theClosing.

(b)           Indemnification Provisions for Contacts’ Benefit.  Mi Gwangagrees to indemnify each of the Contacts Parties and each of their Affiliates,and their respective officers, directors, employees, representatives and agentsagainst, and agrees to hold it and them harmless from, any and all Lossesincurred or suffered by them (or any combination thereof) arising out of any ofthe following: (a) any breach of or any inaccuracy in (or any alleged breach ofor inaccuracy in) any representation or warranty made Mi Gwang pursuant to thisAgreement, any contract contemplated hereby, any document or certificaterelating hereto or thereto; (b) any breach of or failure by Mi Gwang to perform(or alleged breach of or failure by Mi Gwang to perform) any covenant orobligation of Mi Gwang set out in this Agreement, any contract contemplatedhereby, any document or certificate relating hereto or thereto.

(c)           Matters Involving Third Parties.

### (i)            If any third party (a “Third Party”) notifies anyparty (the “Indemnified Party”) with respect to any matter (a “Third-PartyClaim”) that may give rise to a claim for indemnification against any of theother parties (the “Indemnifying Party”) under this Section 8, then theIndemnified Party shall promptly (and in any event within five (5) BusinessDays after receiving notice of the Third-Party Claim) notify the IndemnifyingParty thereof in writing.

### (ii)           The Indemnifying Party will have the right at anytime to assume and thereafter conduct the defense of the Third-Party Claim withcounsel of its choice reasonably satisfactory to the Indemnified Party; *provided, however**,* that the Indemnifying Party will not consent to the entry of any judgmenton or enter into any settlement with respect to the Third-Party Claim withoutthe prior written consent of the Indemnified Party (not to be unreasonablywithheld) unless the judgment or proposed settlement involves only the paymentof money damages and does not impose an injunction or other equitable reliefupon the Indemnified Party.

### (iii)          Unless and until the Indemnifying Party assumes thedefense of the Third-Party Claim as provided in Section 8(d)(ii) above,however, the Indemnified Party may defend against the Third-Party Claim in anymanner it may reasonably deem appropriate.

### (iv)          In no event will the Indemnified Party consent to theentry of any judgment on or enter into any settlement with respect to theThird-Party Claim without the prior written consent of the Indemnifying Party(not to be unreasonably withheld).

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(d)           Determination of Indemnification Amount.  Inthe event that any indemnitee believes that it is entitled to claimindemnification from any indemnitor under this Section 8, and if the amount ofsuch Claim is not set forth in this Agreement or is otherwise uncertain, theindemnitee shall notify the indemnitor of such Claim, the amount or estimatedamount thereof and the basis for such Claim (which will be described in reasonabledetail).  Mi Gwang and Contacts, on itsbehalf and that of the Contacts Parties, acting as the indemnitor and theindemnitee, as the case may be, will proceed, in good faith, and usingreasonable efforts, to agree on the amount of such indemnification Claim.  If the indemnitor does not dispute theindemnification Claim, then the Losses specified in such notice will beconclusively deemed a liability of the indemnitor and the indemnitor shall paythe amount of such Loss to the indemnitee on demand.  If they are unable to agree on the amount ofsuch indemnification Claim within 30 days after such notice, (i)  if such indemnification Claim arises out of aclaim by an Authority or Third Party, then the amount of such indemnificationclaim will be determined pursuant to a final judgment or settlement orcompromise thereof, or (ii) if such indemnification Claim does not arise out ofsuch a Third Party Claim, then the indemnification Claim will finally settledin accordance with Section 10(a) hereof. The determination of the amount of any indemnification Claim pursuant tothis Section 8 will be final, binding and conclusive, and the indemnitee(s),upon final determination of the amount of the indemnification Claim will bepaid, by the indemnitor(s), within ten (10) business days of such finaldetermination, the full amount, in cash, of such indemnification Claim, asfinally determined, and will be entitled to apply to any court of authority ofcompetent jurisdiction for enforcement of such payment (the fees and expensesof such enforcement, if necessary, to be borne by the indemnitors).

(e)           Limitations on Indemnification Obligations. Notwithstanding the provisions of this Section 8, none of the partiesshall be obligated to indemnify or pay damages to any other party or parties,as the case may be, from and against any Losses arising from or related to thisAgreement to the extent that such Losses arise from or related to thisAgreement exceed **[***]** of the Purchase Price; provided, however, that (i)any claims brought by a party against another party or parties for fraud orwillful misconduct shall not be subject to the foregoing limitations; and (ii)the Contacts Parties’ indemnification obligations pursuant to this Section 8shall exist only to the extent that, at the time of an indemnification Claim byMi Gwang, the Contacts Parties own Mi Gwang Shares which have a market valueequal to or in excess of **[***]**.  Anyindemnification funds to be provided or paid by the Contacts Parties pursuantto the provisions of this Section 8 shall come only from the sale or transferof the Mi Gwang Shares, and the Contacts Parties shall, never, under anycircumstances, have any obligation to pay any indemnification Claim by Mi Gwangin excess of the market value of the Mi Gwang Shares owned by the ContactsParties.  Furthermore, notwithstandingthe provisions of this Section 8, none of the parties shall be obligated toindemnify or pay damages to any other party or parties, as the case may be,from and against any Losses arising from or related to this Agreement to theextent that such Losses arising from or related to this Agreement do notcumulatively exceed One Hundred Thousand U.S. Dollars ($100,000); provided,however, that this limitation shall not be applicable to any cost, liability orobligation of the Contacts Parties expressly assumed by the Contacts Partiespursuant to that certain Reimbursement Agreement in form and content as setforth on Exhibit D hereto.

(f)            Exclusive Remedy/Disclaimer.  Mi Gwang andthe Contacts Parties acknowledge and agree that the foregoing indemnificationprovisions in this Section 8 shall be the

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[***] designates portions of this document that have been omittedpursuant to a request for confidential treatment filed separately with theSecurities and Exchange Commission.

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exclusive remedy of Mi Gwang and the Contacts Partieswith respect to the transactions contemplated by this Agreement.  Under no circumstances shall either party beliable with respect to its obligations under this agreement or otherwise forany consequential, exemplary, incidental, or punitive damages, even if suchparty has been advised of the possibility of such damages.

9.**             Termination.**

(a)           Term and Termination of Agreement.  The term ofthis Agreement shall commence upon the execution and delivery of this Agreementby the parties and shall continue through the satisfaction of Mi Gwang’sobligations pursuant to Section 2 hereof. Certain of the parties may terminate this Agreement as provided below:

### (i)            Mi Gwang and the Contacts Parties may terminate thisAgreement by mutual written consent at any time prior to the Closing;

### (ii)           Mi Gwang may terminate this Agreement by givingwritten notice to the Contacts Parties at any time prior to the Closing in theevent (A) Contacts has within the then previous ten (10) Business Days given MiGwang any notice pursuant to Section 5(e) above, and (B) the development thatis the subject of the notice has had a Material Adverse Effect;

### (iii)          Mi Gwang may terminate this Agreement by giving writtennotice to Contacts at any time prior to the Closing (A) in the event theContacts Parties have breached any material representation, warranty orcovenant contained in this Agreement in any material respect, Mi Gwang hasnotified the Contacts Parties of the breach, and the breach has continuedwithout cure for a period of thirty (30) days after the notice of breach, or(B) if the Closing shall not have occurred on or before June 30, 2007, byreason of the failure of any condition precedent under Section 7(a) hereof(unless the failure results primarily from Mi Gwang itself breaching anyrepresentation, warranty or covenant contained in this Agreement); and

### (iv)          the Contacts Parties may terminate this Agreement bygiving written notice to Mi Gwang at any time prior to the Closing (A) in theevent Mi Gwang has breached any material representation, warranty orcovenant contained in this Agreement in any material respect, the ContactsParties have notified Mi Gwang of the breach, and the breach has continuedwithout cure for a period of thirty (30) days after the notice of breach,provided, however, that no such cure period shall be applicable if Mi Gwang hasfailed to accomplish its pre-closing conditions by the dates indicated inSection 5, or (B) if the Closing shall not have occurred on or before June 30,2007, by reason of the failure of any condition precedent under Section 7(b)hereof (unless the failure results primarily from Contacts itself breaching anyrepresentation, warranty, or covenant contained in this Agreement). In theevent the Contacts Parties have cause to terminate this Agreement prior toClosing, but elect not to do so, the Contacts Parties shall be free toinitiate, solicit, encourage or participate in any Competing Offer.

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(b)           Effect of Termination.  If any partyterminates this Agreement pursuant to Section 9(a) above, all rights andobligations of the parties hereunder shall terminate without any liability ofany party to the other party (except for any liability of any party then inbreach).

(c)           Break-up Fee.  The Contacts Parties and Mi Gwang have eachdeposited One Million U.S. Dollars (U.S. $1,000,000.00) (“the Escrow Funds”) intoan escrow arrangement, the terms of which are as set forth on Exhibit Jhereto.  Upon Closing, (i) the EscrowFunds deposited by the Contacts Parties shall be returned to the ContactsParties, and (ii) the Escrow Funds deposited by Mi Gwang shall be released tothe Contacts Parties and shall be included in that portion of the purchaseprice referenced in Section 2(c)(i) of this Agreement.  The parties understand and intend for suchescrow arrangements to provide that, notwithstanding anything to the contraryin this Agreement, (iii) in the event that this transaction does not close onor prior to the Closing Date for any reason not attributable to a breach by theContacts Parties of any material representations, warranties or covenantshereunder, then the Escrow Funds deposited by Mi Gwang shall be released to theContacts Parties, and (iv) in the event the Contacts parties decide to terminate thetransaction prior to the Closing Date for any reason not attributable toa breach by Mi Gwang of any material representations, warranties or covenantshereunder, then the Escrow Funds deposited by the Contacts Parties shall bereleased to Mi Gwang.  The escrowarrangement described above shall in no way affect the parties’ additionalrights and remedies under this Agreement.

10.**           Miscellaneous.**

(a)           Mediation and Arbitration.

### (i)            The parties hereto shall attempt in good faith toresolve promptly any dispute arising out of or relating to this Agreement bynegotiation.  If the matter cannot beresolved in the normal course of business, either the Contacts Parties or MiGwang shall give to the other party written notice of any such dispute notresolved, after which the dispute shall be referred to the principal executiveofficers of Contacts and Mi Gwang, respectively, or their designees, who shallattempt to resolve the dispute.  If thedispute has not been resolved by negotiation within forty-five (45) days of thewritten notice, either the Contacts Parties or Mi Gwang may submit such disputefor arbitration in accordance with Section 10(a)(ii).

### (ii)           Any controversy or claim arising out of or relatingto this Agreement or the validity, inducement, or breach thereof that cannot besettled in accordance with Section 10(a)(i), shall be exclusively settled bybinding arbitration before a single arbitrator in accordance with the Rules ofConciliation and Arbitration of the International Chamber of Commerce (“ICC”)then pertaining, except where those rules conflict with this provision, inwhich case this provision controls.  Theparties hereby consent to the jurisdiction of the applicable court for thejurisdiction in which the prevailing party to the arbitration is domiciled forthe enforcement of this provision and the entry of judgment on any awardrendered hereunder.  Should such courtfor any reason lack jurisdiction, any court with

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### jurisdiction shall enforce this clause and enter judgment on anyaward.  The arbitration shall be held in Los Angeles, California,U.S.A., and in rendering the award thearbitrator must apply the substantive law of the State of Delaware, U.S.A.(except where that law conflicts with this clause).  The arbitrator shall be neutral, independent,disinterested, impartial and shall abide by The Code of Ethics for Arbitratorsin Commercial Disputes approved by the ICC. Within forty-five (45) days of initiation of arbitration, the partiesshall reach agreement upon an arbitrator; and in the event of their failure todo so, the ICC Court will be called upon to select the arbitrator who shallimplement the arbitration in accordance with ICC Rules except as the partiesand the arbitrator otherwise agree in writing. Each party has the right before or, if the arbitrator cannot hear thematter within an acceptable period, during the arbitration to seek and obtainfrom the appropriate court provisional remedies such as attachment, preliminaryinjunction, replevin, etc., to avoid irreparable harm, maintain the status quoor preserve the subject matter of the arbitration.  THE ARBITRATOR SHALL NOT AWARD ANY PARTYCONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, AND EACHPARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO SEEK SUCH DAMAGES.

(b)           Force Majeure.  Any delays in or failures ofperformance by a party under this Agreement shall not be considered a breach ofthis Agreement if and to the extent caused by occurrences beyond the reasonablecontrol of the party affected, including but not limited to:  Acts of God; acts, regulations, or laws ofany government; strikes or other concerted acts of workers; fires; floods;explosions; riots; wars; acts of terrorism; rebellions; and sabotage; and anytime for performance hereunder shall be extended by the actual time of delaycaused by such occurrence, provided the party claiming such excuse shall havepromptly notified the other parties of the existence, nature, duration andother details of such cause and shall at all times use its reasonable effortsconsistent with its normal business practices to resume and completeperformance.  If any party anticipatesthat a Force Majeure may occur, that parties shall notify the other partiesimmediately and explain the nature, details and expected duration thereof.

(c)           Succession and Assignment.  ThisAgreement shall be binding upon and inure to the benefit of the parties namedherein and their respective successors and permitted assigns.  This Agreement, or any of the rights andobligations created herein, shall not be assigned or transferred, in whole orin part, by a party without the prior written consent of the other parties,which consent shall not be unreasonably withheld.  Any attempted assignment or transfer of suchrights or obligations without such consent, except as provided herein, shall bevoid.

(d)           No Third Party Beneficiaries.  ThisAgreement shall not confer any rights or remedies upon any person other than MiGwang and the Contacts Parties and their respective successors and permittedassigns and sublicensees.

(e)           Waiver.  The waiver by a party, whether express orimplied, of any provisions of this Agreement, or of any breach or default of aparty, shall not be construed to be a continuing waiver of such provision, orof any succeeding breach or default, or a waiver of any other provisions ofthis Agreement.

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(f)            Governing Law.  All matters affecting theinterpretation, validity, and performance of this Agreement shall be governedby the laws of the State of Delaware, U.S.A., without regard to its choice orconflict of law principles.

(g)           Unenforceable Provisions.  Anyprovision hereof which is prohibited or unenforceable in any jurisdictionshall, as to such jurisdiction, be ineffective only to the extent of suchprohibition or unenforceability without invalidating the remaining provisionshereof or affecting the validity or enforceability of such provision in anyother jurisdiction.  The parties shallreplace such ineffective provision for such jurisdiction with a valid andenforceable provision which most closely approaches the idea, intent, andpurpose of this Agreement, and in particular, the provision to be replaced.

(h)           Relationship Between the Parties.  Each of theparties hereto are independent contractors to the other parties and shall notbe deemed to be partners, joint venturers or each other’s agents, and neithershall have the right to act on behalf of the other except as may be expresslyagreed to in advance and in writing.

(i)            Entire Agreement; Amendments.  It is themutual desire and intent of the parties to provide certainty as to their futurerights and remedies against each other by defining the extent of their mutualundertakings as provided herein.  Theparties have in this Agreement incorporated all representations, warranties,covenants, commitments and understandings on which they have relied in enteringinto this Agreement and, except as provided for herein, no party has made anycovenant or other commitment to the other concerning its future action.  Accordingly, this Agreement (including theschedules attached hereto) (i) constitutes the entire agreement andunderstanding between the parties with respect to the matters contained herein,and there are no promises, representations, conditions, provisions or termsrelated thereto other than those set forth in this Agreement, and (ii)supersedes all previous understandings, agreements and representations betweenthe parties, written or oral relating to the subject matter hereof.  The parties may from time to time during thecontinuance of this Agreement modify, vary or alter any of the provisions ofthis Agreement, but only by written agreement of all parties.

(j)            Further Action.  The parties hereto agree toexecute and deliver all documents, provide all information and take or forbearfrom all such action, as may be necessary or appropriate, to achieve thepurposes of this Agreement.

(k)           Notices.  All communications, reports, payments, andnotices required by this Agreement shall be addressed to the parties at theirrespective addresses set forth below or to such other address as requested by aparty by notice in writing to the other parties.

If to either of the Contacts Parties:
|        | 1-800 CONTACTS, INC.         |                 |   |
|--------|------------------------------|----------------------|--------|
|   | Attention:                   | R. Joe Zeidner, Esq. |   |   |
|   |                         | General Counsel      |   |   |
|   | 66 East Wadsworth Park Drive |                 |   |
|   | Draper, Utah 84020 USA       |                 |   |

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|        | With copies to:                            |
|--------|--------------------------------------------|
|   |                                       |
|   | David R. Rudd, Esq.                        |
|   | Ballard Spahr Andrews & Ingersoll, LLP |
|   | 201 South Main Street, Suite 600           |
|   | Salt Lake City, Utah 84111                 |
|   |                                       |
|   | If to Mi Gwang:                            |
|   |                                       |
|   |                                       |
|   | Dr. Jonggu Park                            |
|   | 116-2, Hyeopseok-ri. Namcheon-myeon, -     |
|   | Gyeongsan-si, Gyeongsangbuk-do,            |
|   | Korea                                      |
|   |                                       |
|   | With copies to:                            |
|   |                                       |
|   |                                       |
|   | Adrian Chan / Keith Ng                     |
|   | Lee & Lee                              |
|   | 168 Robinson Road                          |
|   | #25-01 Capital Tower                       |
|   | Singapore 068912                           |

 

All such notices, reports, payments, andcommunications shall be made by reputable international courier (such as FedEx,DHL, etc.) and shall be considered made as of the earlier of actual receipt ofthe notice or four (4) Business Days after the date of delivery of such noticeto a courier.  A party may change thename of the person entitled to notice hereunder, or his or her address, uponprior written notice to all persons or entitles entitled to notice hereunder.

(l)            Notice of Possible Delays.  Whenever anyparty has knowledge that any actual or potential condition is delaying orthreatens to delay the timely performance of this Agreement, such party shallimmediately give notice thereof, including all relevant information withrespect thereto, to the other party, and shall identify in detail the stepsbeing taken to remedy the condition and when such remedy is anticipated to becompleted and delivery accomplished.

(m)          Public Announcements.  Allpress releases and other public disclosures concerning the transactionscontemplated hereby from and after the date hereof may only be made by Mi Gwangand Contacts, respectively, and such disclosures will be subject to review andapproval by Mi Gwang and Contacts, respectively, such approval not to beunreasonably withheld; provided, that to the extent a party shall be requiredto make an announcement pursuant to the laws of its home jurisdiction or anyjurisdiction in which any of its securities quotation system on which suchsecurities are traded, it shall be permitted to do so without notice to theother party even if it has not obtained the approval of the other party,provided that such party strictly limits such announcement or filing to theminimum disclosure required by law or such rules.  The other party may then also make anannouncement containing the same information only.

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(n)           Confidentiality.  The Contacts Parties shall regard as highlyconfidential all Confidential Information, and shall not, without prior,express, and written approval, make any oral or written disclosures of theConfidential Information to any other party for a period of ten (10) yearsafter the Closing Date.

(o)           Transaction Fees.  Mi Gwang and the ContactsParties shall be responsible for their own fees and expenses in undertaking thetransactions contemplated by this Agreement, including their own legal,corporate advisory, accounting and other fees in connection with thetransactions contemplated by this Agreement.

(p)           Headings.  All headings in this Agreement are forconvenience only and shall not affect the meaning of any provision hereof.

(q)           Incorporationof Exhibits and Schedules.  TheExhibits and Schedules identified in this Agreement are incorporated herein byreference and made a part hereof.

(r)            Counterparts and Facsimile Signatures.  ThisAgreement may be executed in two or more counterparts, each of which shall bedeemed an original, but all of which shall constitute one and the sameinstrument.  This Agreement shall bebinding upon receipt by Mi Gwang and by the Contacts Parties of facsimilesignatures.

*[Signatures appear on following page.]*

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IN WITNESS WHEREOF, and intending tobe legally bound, the parties hereto have caused this Agreement to be executedby their duly authorized representatives as of the date first written on thisAgreement.
| 1-800 CONTACTS, INC.              |             | MI GWANG CONTACT LENS CO., LTD. |
|-----------------------------------|------------------|---------------------------------|
|                              |             |                            |
|                              |             |                            |
| /s/ Jonathan C. Coon              |             |                            |  /s/ Jonggu Park |   |
| Name:                             | Jonathan C. Coon |                            | Name: | Dr. Jonggu Park |
| Title:                            | CEO              |                            | Title: | President & CEO |
|                              |             |                            |
|                              |             |                            |
| CLEARLAB INTERNATIONAL, PTE. LTD. |             | CLEARLAB SG, PTE. LTD           |
|                              |             |                            |
|                              |             |                            |
| /s/ Joe Zeidner                   |             |                            | /s/ Hae Kyeung Park |   |
| Name:                             | Joe Zeidner      |                            | Name: | Hae Kyeung Park |
| Title:                            | Director         |                            | Title: | Director |
|                                   |                  |                                 |  |  |  |  |  |

 

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