**Exhibit 2.2**

**[***] designates portions of this document that have beenomitted pursuant to a request for confidential treatment filed separately withthe Securities and Exchange Commission.**

**ASSET PURCHASE AGREEMENT**

**by and among**

**1-800 CONTACTS, INC.**

**and**

**CLEARLAB INTERNATIONAL, PTE. LTD.**

**and**

**STEPHEN D. NEWMAN**

**(for the limited purposes set forth herein)**

**- on the one part**

**and**

**MENICON CO., LTD.**

**- on the other part**

**May 24, 2007**

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**Tableof Contents**
|        | ** **                                                    | **Page**   |
|--------|---------------------------------------------------------------|------------|
|   | ** **                                                    | ** ** |
| 1.     | **Definitions**                                               | **1**      |
|   | ** **                                                    | ** ** |
| 2.     | **Basic  Transaction**                                        | **7**      |
| (a)    | Purchase and  Sale of Acquired Assets                         | 7          |
| (b)    | Assumed  Obligations                                          | 7          |
| (c)    | Assignment of  Contracts                                      | 7          |
| (d)    | Excluded  Liabilities                                         | 7          |
| (e)    | Purchase Price                                                | 7          |
| (f)    | Subsequent Sale  of FPT Patents or Other Patents              | 9          |
| (g)    | Activities  Between Execution and Closing                     | 9          |
| (h)    | The Closing.                                                  | 9          |
| (i)    | Deliveries at  the Closing                                    | 10         |
| (j)    | Allocation                                                    | 11         |
| (j)    | Payment  Arrangements and Guarantee                           | 11         |
|   | ** **                                                    | ** ** |
| 3.     | **Contacts  Parties’ Representations and Warranties**    | **12**     |
| (a)    | Organization of  Contacts                                     | 12         |
| (b)    | Authorization of  Transaction                                 | 12         |
| (c)    | Non-contravention                                             | 12         |
| (d)    | Brokers’ Fees                                            | 13         |
| (e)    | Intellectual  Property                                        | 13         |
| (f)    | Title and  Transfer of the Acquired Assets                    | 14         |
| (g)    | Information and  Records                                      | 14         |
| (h)    | Litigation                                                    | 15         |
| (i)    | Assumed  Contracts                                            | 15         |
| (j)    | FPT Equipment                                                 | 15         |
| (k)    | Disclaimer of  Other Representations and Warranties           | 15         |
|   | ** **                                                    | ** ** |
| 4.     | **Menicon’s  Representations and Warranties**            | **15**     |
| (a)    | Organization of  Menicon                                      | 15         |
| (b)    | Authorization of  Transaction                                 | 15         |
| (c)    | Non-contravention                                             | 16         |
| (d)    | Brokers’ Fees                                            | 16         |
| (e)    | Financial  Ability                                            | 16         |
| (f)    | License  Agreements                                           | 16         |
|   | ** **                                                    | ** ** |
| 5.     | **Pre-Closing  Covenants**                                    | **16**     |
| (a)    | General                                                       | 16         |
| (b)    | Board of  Director Approval                                   | 16         |
| (c)    | Notices                                                       | 17         |
| (d)    | Operation of the  Acquired Business                           | 17         |
| (e)    | Full Access                                                   | 17         |
| (f)    | Notice of  Developments                                       | 17         |
| (g)    | Employees and  Consultants                                    | 17         |
| (h)    | Assumption of  Assigned Contracts                             | 17         |
| (i)    | Acquired  Business Transition Actions                         | 18         |
| (j)    | Exclusivity                                                   | 18         |
|   | ** **                                                    | ** ** |
| 6.     | **Post-Closing  Covenants**                                   | **18**     |
| (a)    | General                                                       | 18         |
| (b)    | General  Litigation Support                                   | 18         |
| (c)    | Intellectual  Property Support                                | 19         |
| (d)    | Patent  Applications                                          | 19         |
| (e)    | Singapore  Facility Purchaser Confidentiality and Non-Compete | 20         |

 

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| (f)    | Dual-Use  Know-How                                                        | 21         |
|--------|---------------------------------------------------------------------------|------------|
| (g)    | Access to  Singapore Facility Space                                       | 21         |
| (h)    | Production Line  Drawings, Proof of Principle Projects and Specifications | 21         |
| (i)    | Supply Agreement                                                          | 21         |
| (j)    | Non-Competition  and Confidentiality                                      | 22         |
| (k)    | Solicitation  Interference                                                | 22         |
| (l)    | Access to Books,  Records and Personnel                                   | 22         |
| (m)    | Non-Disclosure  of FPT Patents and Other Patents                          | 22         |
|   | ** **                                                                | ** ** |
| 7.     | **Conditions  to Obligations to Close**                                   | **23**     |
| (a)    | Conditions to  Menicon’s Obligation                                  | 23         |
| (b)    | Conditions to  Contacts’ Obligation                                  | 24         |
|   | ** **                                                                | ** ** |
| 8.     | **Remedies  for Breaches of this Agreement**                              | **27**     |
| (a)    | Survival of  Representations and Warranties                               | 27         |
| (b)    | Indemnification  by the Contacts Parties                                  | 27         |
| (c)    | Indemnification  by Menicon                                               | 27         |
| (d)    | Matters  Involving Third Parties                                          | 28         |
| (e)    | Determination of  Indemnification Amount                                  | 28         |
| (f)    | Limitations on  Indemnification Obligations                               | 29         |
| (g)    | Exclusive  Remedy/Disclaimer                                              | 29         |
|   | ** **                                                                | ** ** |
| 9.     | **Termination**                                                           | **29**     |
| (a)    | Term and  Termination of Agreement                                        | 29         |
| (b)    | Effect of  Termination                                                    | 30         |
|   | ** **                                                                | ** ** |
| 10.    | **Guarantees**                                                            | **30**     |
| (a)    | Menicon  Guarantee                                                        | 30         |
| (b)    | Contacts  Guarantee                                                       | 30         |
| (c)    | Unconditional  Guarantee                                                  | 31         |
| (d)    | Waiver                                                                    | 31         |
|   | ** **                                                                | ** ** |
| 11.    | **Miscellaneous**                                                         | **31**     |
| (a)    | Mediation and  Arbitration                                                | 31         |
| (b)    | Force Majeure                                                             | 32         |
| (c)    | Succession and  Assignment                                                | 33         |
| (d)    | No Third Party  Beneficiaries                                             | 33         |
| (e)    | Waiver                                                                    | 33         |
| (f)    | Governing Law                                                             | 33         |
| (g)    | Unenforceable  Provisions                                                 | 33         |
| (h)    | Relationship  Between the Parties                                         | 33         |
| (i)    | Entire  Agreement; Amendments                                             | 33         |
| (j)    | Further Action                                                            | 34         |
| (k)    | Notices                                                                   | 34         |
| (l)    | Public  Announcements                                                     | 35         |
| (m)    | Notice of  Possible Delays                                                | 35         |
| (n)    | Headings                                                                  | 35         |
| (o)    | Counterparts and  Facsimile Signatures                                    | 35         |
| (p)    | Governing  Language                                                       | 35         |

 

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Exhibits and Schedules

Exhibit A—Earn-Out on Sale of FPT Products

Exhibit B—Earn-Out Matrix

Exhibit C—Form of Assignment and Assumptionof Patents

Exhibit D—DELETED

Exhibit E—Form of Termination of CurrentLicense Agreement

Exhibit F—Allocation of Purchase Price

Exhibit G—Form of Confidentiality andNon-Competition Agreement

Exhibit H—Material Provisions Required to beIncluded in any Supply Agreement

Exhibit I—DELETED

Exhibit J—Form of Bill of Sale

Exhibit K—Form of Assignment ofConfidentiality and Non-Competition Agreement

Schedule 1—Dual-Use Know-How

Schedule 2—Acquired Patents

Schedule 3—FPT Equipment

Schedule 4—Trade Secrets

Schedule 5—DELETED

Schedule 6—Selling Party for Each Item ofAcquired Assets

Schedule 7—Clinical Trial Lenses

Disclosure Schedules—Exceptions toRepresentations and Warranties

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**ASSET PURCHASE AGREEMENT**

THIS ASSET PURCHASEAGREEMENT (this “Agreement”) is made and entered into as of the 24th day of May, 2007, by and among MENICON CO.,LTD., a Japanese corporation having an address at 3-21-19, Aoi, Naka-Ku,Nagoya, 460-0006 Japan (“Menicon”), 1-800 CONTACTS, INC., a Delawarecorporation having an address at 66 East Wadsworth Park Drive, Draper, Utah84020 (“Contacts”), and CLEARLAB INTERNATIONAL, PTE. LTD, a Singaporecorporation having an address at 139 Joo Seng Road #01-01, Singapore 368362 (“ClearLabSingapore”) (hereinafter, Contacts and ClearLab Singapore are collectivelyreferred to as the “Contacts Parties”). For purposes of Sections 3, 6, 8, and 11 of this Agreement, STEPHEN D.NEWMAN, an individual having an address at 139 Joo Seng Road #01-01, Singapore368362 Singapore (“Steve Newman”) joins this Agreement as a party and providesthe acknowledgement to Menicon set forth on the signature page hereto.

WITNESSETH

WHEREAS, the ContactsParties own and control certain (i) intellectual property rights includingpatents, trade secrets and know-how relating to the design, manufacture andpackaging of FPT Products (as defined herein) as well as (ii) other assets,intellectual property, know-how, equipment and materials applicable to theexploitation of such technology; and

WHEREAS, Menicon desiresto acquire such intellectual property rights and related assets from theContacts Parties, and the Contacts Parties are willing to sell suchintellectual property rights and related assets to Menicon, each pursuant tothe terms and conditions of this Agreement.

NOW, THEREFORE, inconsideration of the above premises and the covenants contained herein, as wellas other good and valuable consideration, the adequacy and sufficiency of whichis hereby acknowledged, the parties agree as follows:

1**.             Definitions.**

“Acquired Assets” meansall of the right, title, and interest that the Contacts Parties possess andhave the right to transfer in and to (i) the FPT Assets, (ii) the OtherTechnology, and (iii) Information and Records, collectively.

“AcquiredBusiness” means the undertaking of research, development, design, andmanufacturing using the Acquired Assets.

“Affiliate” means anyentity that directly or indirectly controls, is controlled by, or is undercommon control with a party to this Agreement, and for such purpose “control”shall mean the possession, direct or indirect, of the power to direct or causethe direction of the management or the policies of the entity, whether throughthe ownership of voting securities, by contract, or otherwise.  The direct or indirect ownership of at leastfifty percent (50%) or, if smaller, the maximum allowed by applicable law, ofthe voting securities of a business entity or an interest in the assets,profits, or earnings of a business entity shall be deemed to constitute controlof the business entity.

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“Assumed Obligations” hasthe meaning as given to such phrase in Section 2(b) hereof.

“Authority” means anyrelevant governmental, regulatory or administrative body, agency, subdivisionor authority, any court of judicial authority, any public, private or industryregulatory authority, whether national, federal, state, local or otherwise ofthe United States, Japan, Singapore, England or elsewhere, or any person lawfullyempowered by any of the foregoing to enforce or seek compliance with anyRegulation applicable to any of the parties hereto.  Authority shall also include, withoutlimitation, any stock exchange or quotation service and the NationalAssociation of Securities Dealers.

“Business Day” means aday (other than a Saturday or Sunday) on which banks are open for business inSalt Lake City, Utah, U.S.A. and in Japan.

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

“Closing” has the meaningset forth in Section 2(h) below.

“Closing Date” has themeaning set forth in Section 2(h) below.

“Code” means the InternalUnited States Revenue Code of 1986, as amended.

“Confidential Information”means all proprietary information of Menicon, the Contacts Parties and theirrespective Affiliates regarding the Acquired Assets and the undertakings ofthis Agreement as well as any confidential and proprietary informationconcerning any party or any of its Affiliates furnished to it by any otherparty or such other party’s representatives in connection with this Agreementand any contract contemplated hereby or the transactions contemplated herebyand thereby, except for such information that is (i) previously known by aparty receiving such information, (ii) in the public domain (either prior to orafter the furnishing of such information hereunder) through no fault of suchrecipient party, (iii) later acquired by the receiving party from anothersource if the receiving party is not aware that such source is under anobligation to another party hereto to keep such information confidential, (iv)required to be disclosed in a judicial or administrative proceeding, (v)required to be disclosed pursuant to a Regulation, or (vi) disclosed in anaction or proceeding brought by a party in pursuit of its rights or in theexercise of its remedies hereunder.

“Consideration” means anything of value received by a party, whether in the form of cash, services,products, subsidies, or otherwise.

“Contacts Parties” hasthe meaning set forth in the preface above.

“Deductions” meansreasonable and customary allowances for returns, cash and other tradediscounts, shipping and insurance charges, and inland and export transportationcosts.

“Disclosure Schedule” hasthe meaning set forth in Section 3 below.

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“Dollars” or “$” meansU.S. Dollars.

“Dual-Use Know-How” meansthat specific know-how, information, data and proprietary rights which is moreparticularly set forth on Schedule 1.

“FiscalYear” means the fiscal year Menicon uses in its Ordinary Course of Business asof the Closing Date.

“FPTAssets” means all FPT Patents, FPT Equipment, and FPT Products.

“FPTEquipment” means the equipment which is listed in Schedule 3 hereto.

“FPTPatents” means all world-wide patents and patent applications owned orcontrolled, in whole or in part, by the Contacts Parties, as listed in items A,B, C, D, E and M on Schedule 2 hereto, and all continuations, divisions,continuations-in-part thereof, all patents issuing on any of the foregoingapplications, and any reissues and reexaminations of any of the foregoingpatents and processes for making the same, or any modifications or improvementsthereto.

“FPTProducts” means any contact lens related product containing or utilizing theFPT Patents.

“Indebtedness” withrespect to any Person means any obligation of such person for borrowed money,and in any event shall include (i) any obligation incurred for all or any partof the purchase price of property or other assets or for the cost of propertyor other assets constructed or of improvements thereto, (ii) the face amount ofall letters of credit issued for the account of such Person, (iii) obligations(whether or not such person has assumed or become liable for the payment ofsuch obligations) secured by Liens, (iv) capitalized lease obligations, (v) allguarantees of such Person, (vi) all accrued interest, fees and charges inrespect of any Indebtedness, and (vii) all prepayment premiums and penalties,and any other fees, expenses, indemnities and other amounts payable as a resultof the prepayment and/or discharge of any Indebtedness.

“Indemnified Party” hasthe meaning set forth in Section 8(d) below.

“Indemnifying Party” hasthe meaning set forth in Section 8(d) below.

“Informationand Records” means all originals or true and accurate reproductions ofrecords, files, technical information, designs, drawings, ConfidentialInformation, marketing plans and strategies, product development techniques orplans, details of consultant contracts, operational methods, historical andfinancial records and files, and other proprietary information, together withcopies of the foregoing papers and records in the care, custody or control orotherwise available to the Contacts Parties, that relate directly to theAcquired Business.  For clarification,the term “Information and Records” excludes all right, title, and interest inand to the name “AquaSoft” and all associated logos, trademarks, service marks,graphics, trade dress, and related materials.

“IntellectualProperty” means the FPT Patents,the Other Patents, Trade Secrets, and Dual-Use Know-How.

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“Knowledge” means actualknowledge with respect to an individual of any particular fact or matter.  “Know,” “Known,” and other derivatives of theterm “Knowledge” shall have corresponding meanings.

“Launch” means thecommencement by Menicon or its licensees of commercial use of FPT Productswhich results in the first Sale event.

“License Agreement” meansany agreement pursuant to which Menicon and/or any of its Affiliates receivesConsideration for commercial licensing or otherwise granting any commercial userights in or to any portion of the FPT Patents or the Other Patents, as thecase may be, to any third party.

“Lien” means (i) anysecurity interest, lien, charge, mortgage, deed, assignment, pledge,hypothecation, encumbrance, easement, restriction or interest of a Person ofany kind or nature, or (ii) any conditional sale contract, title retentioncontract or other contract to give any of the foregoing.

“Losses” means allliabilities of every kind and nature, including, without limitation, all fines,fees, losses, costs, Claims, judgments, awards, damages, penalties or expenses(including, without limitation, reasonable attorneys’ fees and expenses andcosts of investigation and litigation), and all expenditures or expensesincurred to defend against, cover, remedy or rectify such Losses.

“Material Adverse Effect”or “Material Adverse Change” means any effect or change that would bematerially adverse to the Acquired Assets, taken as a whole; provided that noneof the following shall be deemed to constitute, and none of the following shallbe taken into account in determining whether there has been, a Material AdverseEffect or Material Adverse Change: (a) any adverse change, event, development,or effect arising from or relating to (i) general business or economicconditions, (ii) national or international political or social conditions,(iii)  financial, banking, or securitiesmarkets (including any disruption thereof and any decline in the price of anysecurity or any market index), (iv) changes in United States generally acceptedaccounting principles, (v) changes in laws, rules, regulations, orders, orother binding directives issued by any governmental entity, or (vi) the takingof any action contemplated by this Agreement and the other agreementscontemplated hereby, (b) any existing event, occurrence, or circumstance withrespect to which Menicon has knowledge as of the date hereof and (c) anyadverse change in or effect on the business of the Contacts Parties that iscured by the Contacts Parties before the earlier of (i) the Closing Date and(ii) the date on which this Agreement is terminated pursuant to Section 9hereof.

“Net Sales” means the netConsideration received by Menicon for the commercial sale of FPT Products fromany end-user consumer pursuant to any Subscription Sales Plan, to be calculatedas follows:  gross Consideration lessDeductions, less customary fees actually paid by Menicon or any Affiliate ofMenicon to the applicable eye care provider under any type of SubscriptionSales Plan.  For clarification, under thecurrent MELS plan, Sales per end-user consumer would be **[***]** per month, Deductions would be **[***]** per month, and Net Sales would be **[***]** per month.  In all cases, Deductions shall be consistentwith past practice (and without including any subsidies for products orservices) unless otherwise agreed by the Contacts Parties

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[***] designates portionsof this document that have been omitted pursuant to a request for confidentialtreatment filed separately with the Securities and Exchange Commission.

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following a commerciallyreasonable request from Menicon, which agreement shall not be unreasonablywithheld.  Net Sales shall be made in anarms length, fair value manner or transaction and shall be subject to audit.

“Obligations” means anydirect or indirect liability, indebtedness, obligation, expense, claim, loss,damage, deficiency, guarantee or endorsement of or by any Person, absolute orcontingent, accrued or unaccrued, due or to become due, liquidated orunliquidated.

“Order” means any writ,decision, ruling, decree, order injunction, judgment, consent of or by anyAuthority (in each such case whether preliminary or final).

“Ordinary Course ofBusiness” means the ordinary course of business consistent with past custom andpractice (including with respect to quantity and frequency) of the respectiveparty to which the term applies herein.

“Other Patents” means allworld-wide patents and patent applications owned or controlled, in whole or inpart, by the Contacts Parties, as listed in items F, G, I, J, K, L, and N onSchedule 2 hereto, and all continuations, divisions, and continuations-in-partthereof, all patents issuing on any of the foregoing applications, any reissuesand reexaminations of any of the foregoing patents and processes for making thesame, and any and all modifications or improvements thereto.

“Other Products” meansany contact lens related product containing or utilizing the Other Patents.

“Other Technology” means(i) a **[***]** interest in theDual-Use Know-How, (ii) Trade Secrets, and (iii) the Other Patents, collectively. Other Technology shall include modifications or improvements to theOther Patents.

“Permit” means anylicense, franchise, permit, consent, concession, approval, authorization orregistration from, of or with an Authority.

“Person” means anindividual, a partnership, a corporation, a limited liability company, anassociation, a joint stock company, a trust, a joint venture, an unincorporatedorganization, any other business entity, or a governmental entity (or any department,agency, or political subdivision thereof).

“Purchase Price” has themeaning set forth in Section 2(e) below.

“Regulation” means anylaw, statute, regulation, treaty, code, ordinance, decree, ruling, rule,administered or enforced by or on behalf of any Authority, and the Certificateor Articles of Incorporation and Bylaws of the respective corporate partieshereto.

“Reporting Period” meanseach calendar quarter period beginning on the first day of January, April,July, and October and ending on the last day of March, June, September, andDecember, respectively, after the Closing Date and continuing through theduration of the Term, provided that the first Reporting Period shall be fromthe Closing Date to the last day of the calendar quarter in which Closingoccurs.

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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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“Sales” means the greaterof the gross Consideration invoiced or received for the commercial sale of anyFPT Products by Menicon or any subsequent licensees, less Deductions.  However, any Consideration invoiced orreceived pursuant to any type of Subscription Sales Plan is specificallyexcluded from the term “Sales.”

“Singapore Facility”means ClearLab Singapore’s leasehold interest, the improvements constructed onsuch leasehold interest and all furnishings and fixtures included in suchimprovements located at 139 Joo Seng Road #01-01, Singapore 368362.

“Singapore FacilityPurchaser” means a party who purchases the Singapore Facility from Contacts orthe Contacts Parties.

“Subscription Sales Plan”means any arrangement under which an end-user customer pays Menicon a monthlyfee, in exchange for which such end-user customer receives contact lenses forpersonal use on an as-needed basis.  Theterm Subscription Sales Plan includes the MELS plan and any similar plan whichMenicon may implement while this Agreement is effective.

“Subsequent Sale” shallmean any sale, lease, transfer, conveyance, or other disposition of any portionof or all of the FPT Patents or the Other Patents, as the case may be, withinfifteen (15) years after the Launch for Consideration to Menicon or any othersubsequent purchaser of any or all of the FPT Patents or the Other Patents asreferenced above.  For clarification, theterm “Subsequent Sale” shall not include any intercompany transfer of anyportion of the Acquired Assets from Menicon Co. Ltd. (Singapore Branch) toMenicon Singapore Pte. Ltd.

“Tax” or “Taxes” meansany federal, state, local, or foreign income, gross receipts, license, payroll,employment, excise, severance, stamp, occupation, premium, windfall profits,environmental (including taxes under Code Section 59A), customs duties, capitalstock, 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 other tax of any kind whatsoever, when computed on a separate orconsolidated, unitary or combined basis or in any other manner, including anyinterest, penalty, or addition thereto, whether disputed or not.

“Tax Return” means anyreturn, declaration, report, claim for refund, or information return orstatement relating to Taxes, including any schedule or attachment thereto, andincluding any amendment thereof.

“Term” means the periodcommencing upon the Launch by Menicon anywhere in the world, and continuingthrough the fifteenth (15th) anniversary of the Launch in Japan.

“Territory” means either(a) Japan, or (b) anywhere else in the rest of the world.

“Third-Party Claim” hasthe meaning set forth in Section 8(d) below.

“Trade Secrets” meansthose certain trade secrets held by the Contacts Parties as indicated onSchedule 4 to this Agreement.

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“¥” means the JapaneseYen.

2.**             Basic Transaction.**

(a)           Purchase and Sale of AcquiredAssets.  On and subject to the termsand conditions of this Agreement, Menicon agrees to purchase from the ContactsParties, and the Contacts Parties agree to sell, transfer, convey, and deliverto Menicon, all of their rights, title, and interest in and to the AcquiredAssets at the Closing for the consideration specified below in this Section 2.

(b)           Assumed Obligations.  On and subject to the terms and conditions ofthis Agreement, Menicon agrees, effective at completion of Closing, to assume,perform and discharge the following obligations and liabilities of the ContactsParties (the “Assumed Obligations”):  allliabilities and Obligations arising after completion of the Closingattributable directly to the ownership, operation or use of the Acquired Assetsby Menicon, as well as the conduct of the Acquired Business by Menicon aftercompletion of the Closing.

(c)           Assignment of Contracts.  DELETED.

(d)           Excluded Liabilities.  The Contacts Parties acknowledge and agree,on each of their behalf and that of their Affiliates, that pursuant to theterms and provisions of this Agreement, Menicon will not assume any Obligationof the Contacts Parties or any of their Affiliates, other than the AssumedObligations.  In furtherance and not inlimitation of the foregoing, neither Menicon nor any of its Affiliates shallassume, and shall not be deemed to have assumed, any debt, Claim, Obligation orother liability of the Contacts Parties or any of their Affiliates relating to(i) any liabilities of the Contacts Parties or their Affiliates in respect ofTaxes incurred in reference to the Acquired Business prior to the Closing Date or in conjunction withthe Closing, subject to the provisions of Section 2(k) hereof; (ii) any brokers’or finders’ fees, or other liability of the Contacts Parties and any of theirAffiliates for the costs and expenses (including legal fees and expenses)incurred by the Contacts Parties and their Affiliates in connection with thisAgreement; (iii) any Obligations or liabilities, including medical, severance,pension plan or other benefits and compensation, for any employees of the Contacts Parties or their Affiliates forperiods prior to their actual employment by Menicon or an Affiliate thereof, asthe case may be (except to the extent that such obligations are set forth inSchedule 5 to this Agreement);(iv) any Losses relating to any deficiency in or problem with any product soldby the Contacts Parties and their Affiliates prior to Closing; (v) any employeelayoff and plant closing cost or liability arising from actions taken by theContacts Parties prior to Closing; and (vi) any liability Claims for injuries,property damage, or other Losses involving the Acquired Business and which are solely attributable to eventsoccurring prior to Closing.

(e)           Purchase Price.  Menicon agrees to pay to the Contacts Partiesas directed by Contacts, the following consideration for the Acquired Assets(collectively, the “Purchase Price”):

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### (i)            Aone-time nonrefundable payment of Twenty-Three Million U.S. Dollars($23,000,000 USD), payable by wire transfer or delivery of other immediatelyavailable funds upon Closing;

### (ii)           Aone-time nonrefundable payment of Two Million U.S. Dollars ($2,000,000USD) to be received no later than ten (10) Business Days after Menicon’s Launchin Japan;

### (iii)          Aone-time nonrefundable payment of Three Million U.S. Dollars ($3,000,000USD) to be received no later than ten (10) Business Days after Menicon or anyof its Affiliates enters into, at its discretion, any License Agreement whichresults in the Launch in any Territory other than Japan;

### (iv)          Anearn-out equal to **[***]** of (1)the total amount of Sales and Net Sales in Japan of FPT Products by Menicon orits Affiliates, throughout the Term; (2) the total amount of Sales and NetSales made in any Territory other than Japan of FPT Products by Menicon or itsAffiliates, throughout the Term, PROVIDED FURTHER that Menicon’s earn-outobligations applicable to such products will never, under any circumstances,exceed **[***]**, even if Menicon subsequentlyincorporates additional intellectual property rights rightfully obtained fromthe Contacts Parties into such FPT Products or Other Products; and (3) thetotal amount of any Sales and Net Sales of the FPT Products pursuant to aLicense Agreement which allows for the sale of FPT Products in Japan by a partyother than Menicon, throughout the Term;

### (v)           Anearn-out amount equal to **[***]**of (1) the total amount of any Consideration payable to Menicon or itsAffiliates, upon entering into a License Agreement which allows for the sale ofFPT Products or Other Products in any Territory other than Japan, whichConsideration is payable throughout the Term, PROVIDED FURTHER that theearn-out obligations applicable to such products will never, under anycircumstances, exceed **[***]**, even ifMenicon subsequently incorporates additional intellectual property rightsrightfully obtained from the Contacts Parties into such FPT Products orOther Products; and (2) the total amount of any Consideration payable toMenicon and its Affiliates, upon entering into a License Agreement which allowsfor the sale of Other Products in Japan, which Consideration is payablethroughout the Term;

### (vi)          Meniconshall be entitled to deduct **[***]**of the commercially reasonable **[***]** costsactually paid by Menicon pursuant to Section 6(d)(ii) of this Agreement fromtheir payment of the earn-out obligation as set forth above in Sections2(e)(iv) and 2(e)(v) (however, under no circumstances shall application of thisSection 2(e)(vi) result in a balance due from the Contacts Parties to Menicon)provided that Menicon shall use patent counsel approved by Contacts, suchapproval not to be unreasonably withheld;

### (vii)         Notwithstandingany other provision of this Agreement, in no event shall any earn-out paymentsbe due upon either Sales or Net Sales by

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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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### Menicon of products which incorporate the Dual-Use Know-How or theTrade Secrets, but do not incorporate any other portion of the FPT Patents orthe Other Patents.  However, should anyof the Trade Secrets, in whole or in part, be the subject of a patentapplication in one or more countries of the world, the resulting patentapplication(s) shall be treated as if the resulting patent application(s) wasincluded as one of the Other Patents at the time of execution of thisAgreement, subject to the earn-out terms and conditions set forth in thisSection 2 of this Agreement and the Earn-Out Matrix of Exhibit B;

### (viii)        Anyearn-out payments due pursuant to Sections 2(e)(iv) 2(e)(v) shall be paid toContacts within twenty (20) Business Days of the end of each Reporting Period;

### (ix)           IfMenicon or an Affiliate thereof receives any non-cash Consideration pursuant towhich it is obligated to make payments pursuant to subparagraphs (iv) and (v)above, Menicon and Contacts agree to use good faith efforts to agree upon thevalue of such Consideration, including, where appropriate, engaging third partyevaluation or assessment services, or invoking the provisions of Section 11(a)below, the costs of which shall be borne equally by Menicon and Contacts; and

### (x)            Asummary of Menicon’s earn-out obligations as described in this Section 2(e) isattached as Exhibit B.

(f)            Subsequent Sale of FPT Patents orOther Patents.  Subject to Section11(c), Menicon may, in its discretion, engage in a Subsequent Sale of theFPT Patents and Other Patents.  In the event Menicon effects a SubsequentSale of FPT Patents or Other Patents, Menicon shall cause the buyer insuch Subsequent Sale to expressly assume and designate the Contacts Parties asthird-party beneficiaries, in conjunction with the documentation of suchSubsequent Sale, the obligations to pay any amounts remaining due to theContacts Parties pursuant to Sections 2(e)(ii) through 2(e)(v) above.  However, notwithstanding any other provisionof this Agreement to the contrary, Menicon shall have no obligation to pay tothe Contacts Parties any portion of any Consideration paid to Menicon as aresult of Menicon’s sale of the FPT Patents or the Other Patents to anunrelated third party.

(g)           Activities Between Execution andClosing.  Any additional technicalwork requested by Menicon between execution and closing, including but notlimited to lenses, acquisition of additional equipment, technical meetings,travel, and similar non-employee costs shall be funded by Menicon.

(h)           The Closing.  The closing of the transactions contemplatedby this Agreement (the “Closing”)shall take place at the offices of Menicon, in Nagoya, Japan, commencing at9:00 a.m. local time on June 15, 2007, subject to satisfaction or waiver of allconditions to the obligations of the parties to consummate the transactionscontemplated hereby (other than conditions with respect to actions therespective parties will take at the Closing itself) or such other date as theparties may mutually determine in writing (the

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“Closing Date”); *provided, however**,* that the Closing Date shall be no laterthan June 22, 2007.

(i)            Deliveries at the Closing.

### (i)            Meniconshall:

#### (A)          deliverto Contacts a certificate to the effect that each of the conditions specifiedin Section 7(b) is satisfied in all respects;

#### (B)           executeand deliver to Contacts the Assignment and Assumption of Patents in form andsubstance as set forth in Exhibit C attached hereto;

#### (C)           DELETED;

#### (D)          executeand deliver to Contacts Termination of Current License Agreement in form and substanceas set forth in Exhibit E.

#### (E)           deliverto Contacts copies of the resolutions of the Board of Directors of Meniconevidencing the approval of the execution, delivery and performance by Meniconof this Agreement and ancillary agreements, certified by a director of Meniconto be true, complete and correct, accompanied by an English translationthereof;

#### (F)           paythe amount specified under Section 2(e)(i) to the account(s) designated byContacts;

#### (G)           DELETED;and

#### (H)          deliverto Contacts a copy of one or more agreements between Menicon and Steve Newmanwhich incorporate the employment and royalty arrangements set forth in Section7(b)(ix) hereof.

### (ii)           Contacts Parties shall:

#### (A)          deliverto Menicon a certificate to the effect that each of the conditions specified inSection 7(a) is satisfied in all respects;

#### (B)           executeand deliver to Menicon the Assignment and Assumption of Patents in form andsubstance as set forth in Exhibit C attached hereto;

#### (C)           DELETED;

#### (D)          executeand deliver to Menicon the Termination of Current License Agreement in form andsubstance as set forth in Exhibit E.

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#### (E)           deliverto Menicon copies of the resolutions of the Board of Directors of Contactsevidencing the approval of the execution, delivery and performance by Contactsof this Agreement and ancillary agreements, certified by a director of Contactsto be true, complete and correct;

#### (F)           deliverto Menicon evidence of termination of any mortgage, pledge, Lien, securityinterest, encumbrance, Claim or charge of any kind against the Acquired Assets;

#### (G)           deliverto Menicon a receipt for the amount specified under Section 2(e)(i);

#### (H)          executeand deliver to Menicon a Bill of Sale in the form of Exhibit J hereto, for eachof the (i) FPT Equipment; and (ii) Trade Secrets, Dual-Use Know-How, andInformation and Records;

#### (I)            DELETED;

#### (J)            deliverto Menicon evidence of the consents and approvals referred to in Section 3(c)below;

#### (K)          deliverto Menicon the Disclosure Schedule updated as of the Closing Date; and

#### (L)           deliver to Menicon a copy of an agreement amongthe Contacts Parties and Steve Newman in which Mr. Newman releases the ContactsParties from all further employment and royalty obligations relating to theAcquired Business.

(j)            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 as wellas in accordance with relevant Japanese tax law and regulations and theregulations thereunder within sixty (60) days after the Closing Date, whereuponsaid allocation shall be incorporated herein as Exhibit F.  Contacts and Menicon and their Affiliatesshall report, act and file Tax Returns in all respects and for all purposesconsistent with such allocation.  Each ofMenicon and Contacts shall timely and properly prepare, execute, file anddeliver all such documents, forms and other information as the other party mayreasonably request to prepare such allocation. None of the Contacts Parties or Menicon shall take any position (whetherin audits, Tax Returns or otherwise) that is inconsistent with such allocationunless required to do so by applicable law.

(j)            Payment Arrangements andGuarantee.  The payment to be made byMenicon pursuant to Section 2(e)(i) hereinabove shall be made by bank wiretransfer to a bank account(s) designated in writing by Contacts at least ten(10) Business Days prior to Closing and shall be released to the ContactsParties at Closing.  Unless otherwise setforth in this Section 2, all payments due from Menicon pursuant to Sections 2(e)(iv) and 2(e)(v)

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aboveshall be subject to the terms of, or made in accordance with, Exhibit A.  Subject to the provisions of Section2(e)(vi), all elements of the Purchase Price set forth in Sections 2(e)(i) through 2(e)(v) above arenet amounts payable to the Contacts Parties without any offsets, deductions,withholdings, or otherwise for levies, taxes, duties, or similar items,provided that the Contacts Party receiving such payments shall always be aU.S.- or Singapore-based entity.  Meniconshall make all payments in this Section 2 to, or among, the Contacts Parties asdirected by Contacts.  Menicon maydetermine which of its branch offices will pay such payments, provided that (i)no withholding taxes are due on such payments, and (ii) Menicon Co. Ltd. shallguarantee all payments made by Menicon Co. Ltd. (Singapore Branch Office) tothe Contacts Parties.  In the event thatContacts reasonably believes that any payment by a particular Menicon branchoffice pursuant to Section 2(e) hereof will result in assessment of withholdingtaxes, Contacts may direct that such payment be made by an alternate Meniconbranch office to such Contacts Party or its Affiliate as directed by Contacts.

3.**             Contacts Parties’Representations and Warranties**. The Contacts Parties and Steve Newman, jointly and severally (except asotherwise expressly set forth herein) represent and warrant to Menicon that thestatements contained in this Section 3 are correct and complete as of the dateof this Agreement and will be correct and complete as of the Closing Date (asthough made then and as though the Closing Date were substituted for the dateof this Agreement throughout this Section 3), except as set forth in thedisclosure schedule accompanying this Agreement and initialed by Menicon andContacts (the “*DisclosureSchedule*”).  TheDisclosure Schedule will be arranged in paragraphs corresponding to thelettered and numbered paragraphs contained in this Section 3.

(a)           Organization of Contacts.  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 ofthe Acquired Business as now being conducted.

(b)           Authorization of Transaction.  Each of the Contacts Parties 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 legallybinding obligation of the Contacts Parties, enforceable in accordance with itsterms 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 has been duly authorized by the ContactsParties.

(c)           Non-contravention.  Neither the execution and delivery of thisAgreement, nor the consummation of the transactions contemplated hereby(including the assignments and assumptions referred to in Section 2 above),will (i) violate any Regulation or Order to which the Contacts Parties aresubject or any provision of its charter, bylaws, or other governing documents,or (ii) conflict with, result in a material breach of, constitute a materialdefault under, result in the acceleration of, create in any

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party the right toaccelerate, terminate, modify, or cancel, or require any notice under anyagreement, obligation of Indebtedness, contract, lease, license, instrument, orother arrangement to which the Contacts Parties are a party or by which theyare bound or to which any of their assets are subject or (iii) will result inthe creation or imposition of any Lien upon or give to any other Person anyinterest or right (including any right of termination or cancellation in orwith respect to any of the Acquired Assets). The Contacts Parties do not need to give any notice to, make any filingwith, or obtain any authorization, consent, or approval of any Person in orderfor the Contacts Parties to lawfully consummate the transactions contemplatedby this Agreement (including the assignments and assumptions referred to inSection 2 above).

(d)           Brokers’ Fees.  The Contacts Parties have no liability orobligation to pay any fees or commissions to any broker, finder, or agent withrespect to the transactions contemplated by this Agreement except in respect tobanking advisory fees, which are solely payable by Contacts.

(e)           Intellectual Property.

### (i)            Schedule2 and Schedule 4 are true and complete lists of all FPT Patents, Other Patents,and Trade Secrets, respectively.  Withthe exception of the Dual-Use Know-How, all of the Intellectual Property isowned by the Contacts Parties free and clear of all Liens.  The Dual-Use Know-How is owned by theContacts Parties free and clear of all Liens except for the 50% undividedtenancy in common interest in the Dual-Use Know-How to be transferred to orretained by the Singapore Facility Purchaser. The FPT Patents and Other Patents are in good standing and all relevantfees relating thereto as of the date hereof have been paid.  None of the Intellectual Property has been oris the subject of any pending adverse Claim, or to the Knowledge of the Contacts Parties, anythreatened or potential Claim of infringement. The Contacts Parties have not received any notice that any of theContacts Parties are in default, nor are they aware of any condition ofdefault, under any contracts relating to the Intellectual Property.  The Contacts Parties have not granted anylicense with respect to the Intellectual Property to any Person other thanMenicon with the exception of the 50% tenancy in common interest in theDual-Use Know-How as set forth above. Furthermore, the Contacts Parties have taken all reasonable actions tomaintain the Intellectual Property.  TheContacts Parties have taken reasonable security measures to protectconfidential Intellectual Property. Notwithstanding the foregoing, the ContactsParties make no representations or warranties as to infringement of third partyrights by using the Intellectual Property, patentability, use or otherapplication of the Intellectual Property, or as to the likelihood of the successof any research, development, testing, marketing, patent prosecution, or otherutilization of the Intellectual Property.

### (ii)           Tothe extent that they have not already done so, the Contacts Parties will makecommercially reasonable efforts to deliver to Menicon, within thirty (30) daysof the Closing Date, originals or copies of all documentation with respect tothe Intellectual Property, which documentation is reasonably 

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### sufficient in detail and content to identify and explain theIntellectual Property.  Such documentation includes all research databooks and other documents recording the research activities which have beenconducted relating to the Intellectual Property prior to the Closing.

### (iii)          TheFPT Products, their processes, methods, designs and/or materials do not, to theKnowledge of the Contacts Parties, infringe any intellectual property ofanother Person.

### (iv)          Tothe Knowledge of the Contacts Parties, no Person who has contributed to orparticipated in the conception and development of any Intellectual Property hasasserted or threatened any Claim against any of the Contacts Parties inconnection with such Person’s involvement in the conception and development ofsuch Intellectual Property.  Furthermore,to the Knowledge of the Contacts Parties, no such Person has a reasonable basisfor any such Claim.  All such Personshave been parties to a “work-for-hire” arrangement or proprietary rightsagreement with the Contacts Parties pursuant to which either (i) in accordancewith any applicable Regulation, the Contacts Parties have been accorded full,effective, exclusive and original ownership of all tangible and intangibleproperty thereby arising, or (ii) there has been conveyed to the ContactsParties by appropriately executed instruments of assignment full, effective andexclusive ownership of all tangible and intangible property thereby arising.

### (v)           1-800CONTACTS has not, to its Knowledge, disclosed to any outside third party,including any prospective Singapore Facility Purchaser, any non-publicinformation specifically relating to the FPT Patents, Other Patents, or TradeSecrets except for disclosures to (i) patent offices in respect to seekingpatent coverage; (ii) legal advisors; (iii) technical advisors and consultants;(iv) marketing discussions and materials relating to the potentialcommercialization of the FPT Assets; (v) marketing discussions and materialsrelating to a potential sale of the FPT Assets; and (vi) all discussions andinformation shared with Menicon and its advisors in connection with this Agreement.

### (vi)          Exceptas specifically disclosed on the Disclosure Schedules, 1-800 CONTACTS has noKnowledge that any employees of the Contacts Parties have any informationconcerning the technology covered by the FPT Patents and Other Patents whichwould allow such employees to reduce the technology covered by the FPT Patentsto practice.

(f)            Title and Transfer of theAcquired Assets.  The ContactsParties have good and marketable title to, are the lawful owners of, and havethe full right to sell, convey, transfer, assign, and deliver the AcquiredAssets.  The seller with respect to eachitem of the Acquired Assets is as specified on Schedule 6.  Upon Closing, the Acquired Assets will befree and clear of any Liens.

(g)           Information and Records.  The Information and Records disclosed to ormade available to Menicon have been maintained by the Contacts Parties in the

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ordinary course ofbusiness and, to the Knowledge of the Contacts Parties, are substantiallyaccurate.  Contacts (i) shall makecommercially reasonable efforts to deliver, to the extent reasonably possible,theInformation and Records to Menicon upon Closing; (ii) shall makecommercially reasonable efforts to deliver the remaining Information andRecords to Menicon within thirty (30) days of Closing, and (iii) shall furthermake reasonable efforts to ensure that any Singapore Facility Purchaserreceives no material information relating to the FPT Patents, Other Patents, orTrade Secrets which would allow the Singapore Facility Purchaser’s employees toreduce the technology covered by the FPT Patents to practice.  The financial statements which Contacts hasfiled with the U.S. Securities and Exchange Commission have been maintained inaccordance with U.S. Generally Accepted Accounting Principles (GAAP).

(h)           Litigation.  Except as disclosed in Section 3(h) of theDisclosure Schedule, (i) there are no Claims pending or, to the Knowledge ofthe Contacts Parties, threatened against, relating to or affecting the ContactsParties, the Acquired Business or the Acquired Assets; and (ii) there are nofacts or circumstances Known to the Contacts Parties that could reasonably beexpected to give rise to any Claims that would be required to be disclosedpursuant to clause (i) above.

(i)            Assumed Contracts.  DELETED.

(j)            FPT Equipment.  All of the FPT Equipment has been properlymaintained in a manner consistent with good industry practice, is in normaloperating condition (with the exception of normal wear and tear), and is freefrom material Known defects.

(k)           Disclaimer of OtherRepresentations and Warranties. Except as expressly set forth in this Section 3, the Contacts Partiesmake no representation or warranty, express or implied, at law or in equity, inrespect of any of its assets (including, without limitation, the AcquiredAssets), liabilities or operations, including, without limitation, with respectto merchantability or fitness for any particular purpose, and any such otherrepresentations or warranties are hereby expressly disclaimed. Menicon herebyacknowledges and agrees that, except to the extent specifically set forth inthis Section 3, Menicon is purchasing the Acquired Assets on an “as-is,where-is” basis.

**4.             Menicon’s Representations andWarranties**. Menicon represents and warrants to the Contacts Parties that thestatements contained in this Section 4 are correct and complete as of the dateof this Agreement and will be correct and complete as of the Closing Date (asthough made then and as though the Closing Date were substituted for the dateof this Agreement throughout this Section 4).

(a)           Organization of Menicon.  Menicon is a corporation (or other entity)duly organized, validly existing, and in good standing under the laws of thejurisdiction of its incorporation (or other formation).

(b)           Authorization of Transaction.  Menicon has full power and authority(including full corporate or other entity power and authority) to execute anddeliver this

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Agreement and to performits obligations hereunder.  ThisAgreement constitutes the valid and legally binding obligation of Menicon,enforceable in accordance with its terms and conditions.  The execution, delivery and performance ofthis Agreement and all other agreements contemplated hereby will have been dulyauthorized by Menicon.

(c)           Non-contravention.  Neither the execution and delivery of thisAgreement, nor the consummation of the transactions contemplated hereby(including the assignments and assumptions referred to in Section 2 above),will (i) violate any constitution, statute, regulation, rule, injunction,judgment, order, decree, ruling, charge, or other restriction of anygovernment, governmental agency, or court to which Menicon is subject or anyprovision of its charter, bylaws, or other governing documents, or (ii) conflictwith, result in a material breach of, constitute a material default under,result in the 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 Menicon isa party or by which it is bound or to which any of its assets are subject.  Menicon does not need to give any notice to,make any filing with, or obtain any authorization, consent, or approval of any Personin order for Menicon to lawfully consummate the transactions contemplated bythis Agreement (including the assignments and assumptions referred to inSection 2 above).

(d)           Brokers’ Fees.  Menicon has no liability or obligation to payany fees or commissions to any broker, finder, or agent with respect to thetransactions contemplated by this Agreement, except in respect to advisory feespayable to Mitsubishi UFJ Securities Co., Ltd., which are solely payable byMenicon.

(e)           Financial Ability.  Menicon has the financial ability to performtheir obligations under this Agreement.

(f)            License Agreements.  Menicon will use its commercially reasonableefforts to enter into or have a Menicon Affiliate enter into one or moreLicense Agreements with third parties providing for the commercial exploitationof FPT Patents or the production and sale of FPT Products outside of Japan assoon as commercially feasible after the Closing Date, it being understood thatthe terms of any such License Agreement will be determined at the discretion ofMenicon in negotiations with such third parties.

**5.             Pre-Closing Covenants**.  The parties hereto agree as follows withrespect to the period between the execution of this Agreement and the Closing:

(a)           General.  Each of the Parties will use its 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 satisfaction, but not waiver, of theClosing conditions set forth in Section 4 below); and, in connection therewith.

(b)           Board of Director Approval.  Prior to the execution of this Agreement,each of the corporate parties hereto shall have secured their respective Boardof Directors approvals of this Agreement and the transactions contemplatedherein.

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(c)           Notices.  Each of the parties will give any notices to,and make any filings with, any relevant Authority in connection with theirrespective performance of this Agreement.

(d)           Operation of the Acquired Business.  The Contacts Parties will not engage in anypractice, take any action, or enter into any transaction outside the OrdinaryCourse of Business with respect to the Acquired Business.  In addition, the Contacts Parties shall (i)promptly notify Menicon of any Material Adverse Change; (ii) comply with allRegulations and Orders applicable to the Acquired Business and the Acquired Assets or as may be otherwiserequired for the valid and effective transfer and assignment of the AcquiredAssets; and, promptly following receipt thereof, the Contacts Parties shallfurnish Menicon with copies of any notice received from any Authority or otherPerson alleging any material violation of any such Regulation or Order; (iii)preserve intact the Acquired Assets; and (iv) preserve the present good willand advantageous relationships of the Contacts Parties with respect to the Acquired Business.

(e)           Full Access.  The Contacts Parties will permitrepresentatives of Menicon to have full access during regular business hoursand upon reasonable prior written notice to the Contacts Parties, and in amanner so as not to interfere with the normal business operations of theContacts Parties, to all of the Contacts Parties premises, properties,personnel, books, records, contracts, and documents which specifically pertainto the Acquired Business and the Acquired Assets.  Menicon will treat and hold any informationthey receive from the Contacts Parties in the course of the reviewscontemplated by this Section 5 as Confidential Information, will not use any ofthe Confidential Information except in connection with and pursuant to theterms of this Agreement, and, if this Agreement is terminated for any reasonwhatsoever, Menicon will immediately return to Contacts or destroy all tangibleembodiments (and all copies) of the Confidential Information that are in theirpossession.

(f)            Notice of Developments.  No party hereto shall act, fail to act, orpermit any act or omission to occur, which will cause a breach under thisAgreement or any contract contemplated hereby. Menicon and Contacts, respectively, will give prompt written notice tothe other party of any material development affecting the ability of any partyto consummate the transactions contemplated by this Agreement which comes totheir respective Knowledge.  No disclosureby a party hereunder, however, shall be deemed to (i) amend or supplement anyDisclosure Schedule, (ii) prevent or cure any misrepresentation, breach ofwarranty, or breach of covenant, or (iii) limit in any way another Party’sright to seek indemnification as and to the extent provided in this Agreement.

(g)           Employees and Consultants.  Contacts will cooperate with Menicon in acommercially reasonable manner to facilitate discussions between Steve Newmanas well as with other individuals who have been identified by Menicon as partof Menicon’s due diligence for possible employment or consulting arrangementswith Menicon or any of its Affiliates.

(h)           Assumption of Assigned Contracts.  DELETED.

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(i)            Acquired Business TransitionActions.

### (i)            TheContacts Parties shall provide Menicon with such specifications and designdrawings for an initial mass production line for FPT Products as have beendeveloped by the Contacts Parties as of the time of Closing.

### (ii)           TheContacts Parties shall provide Menicon with access to such space, equipment,and personnel, including equipment relating to Dual-Use Know-How, at thereasonable commercial discretion of the Contacts Parties or the SingaporeFacility Purchaser and upon commercially reasonable terms.

### (iii)          Meniconacknowledges that the Contacts Parties have completed production and delivered to Menicon any andall of the initial supply of lenses necessary for Menicon’s clinical trials inJapan, as set forth in Schedule 7, and that such lenses are fullysatisfactory and acceptable.  Meniconhereby releases the Contacts Parties from all obligations regarding saidinitial supply of lenses necessary for Menicon’s clinical trials in Japan.

(j)            Exclusivity.  Provided that this Agreement is duly executedby the parties, none of the Contacts Parties nor their Affiliates will directlyor indirectly, through any of their advisors, initiate, solicit, encourage orparticipate in any discussions or negotiations with, or provide any non-publicinformation to, any Person concerning any potential competing offer for thesale, disposition or other transfer of all or any material portion of theAcquired Assets (a “Competing Offer”). Further, Contacts shall promptly notify Menicon of the receipt of anyunsolicited Competing Offer which Contacts or its Affiliates may receive fromany other Person relating to the acquisition of the Acquired Assets.

6.**             Post-ClosingCovenants**.  The partiesagree as follows with respect to the period following the Closing, except forSection 6(m), which Section is with respect to the period following executionhereof:

(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 will take such further actions (including the execution anddelivery of such further instruments and documents) as the other partyreasonably may request, all at the sole cost and expense of the requestingparties (unless the requesting party is entitled to indemnification thereforunder Section 8 below).

(b)           General Litigation Support.  In the event and for so long as any partyactively is asserting, contesting or defending against any action, suit,proceeding, hearing, investigation, charge, complaint, claim, or demand inconnection with (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 parties willcooperate with the asserting, contesting or defending party and its counsel inthe

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contest or defense, makeavailable its personnel, and provide such testimony and access to its books andrecords as shall be necessary in connection with the contest or defense, all atthe sole cost and expense of the asserting, contesting or defending party(unless the asserting, contesting or defending Party is entitled toindemnification therefor under Section 8 below).

(c)           Intellectual Property Support.

### (i)            TheContacts Parties further agree that they will, without charge to Menicon,execute, verify, acknowledge and deliver all reasonably required furtherpapers, including any instruments of transfer and recordable assignments, andperform such other acts as Menicon lawfully and reasonably may request fromtime to time, to perfect and vest title in Menicon in respect to theIntellectual Property so that all rights to the Intellectual Property areconveyed to Menicon.  This provisionshall not be construed so as to require the Contacts Parties to incur legal orprofessional fees in conjunction with such assistance.

### (ii)           Contactswill make available to Menicon the books and records of the Contacts Partiesand, to the extent that it is reasonably able to do so, its officers,directors, employees, consultants (in each case whether then current or former)for fact finding, consultation, interviews and as witnesses in litigationrelated to or arising from the Intellectual Property.  Menicon will pay the Contacts Parties’ actualcosts and reasonable out-of-pocket expenses in complying with suchrequests.  The Contacts Parties agree towaive any right they may have to object to Menicon retaining counsel used bythe Contacts Parties relating to Intellectual Property but that waiver will notextend to litigation between the parties hereto.  Each party to this Agreement will ensure thatany attorney-client or other privilege inuring to the benefit of the otherparty is maintained to the maximum extent commercially reasonable under thecircumstances and to defend or enforce the Intellectual Property in any and allcountries.

(d)           Patent Applications.

### (i)            Meniconshall receive all right, title and interest in the indicated patents and patentapplications.  From the Closing Dateuntil the one year anniversary following the Closing Date, Contacts shallreimburse Menicon up to a maximum of **[***]**for the prosecution of **[***]**, providedthat Menicon shall use patent counsel approved by Contacts, such approval notto be unreasonably withheld.  This **[***]** reimbursement shall be in addition to the **[***]** of commercially reasonable **[***]** which Menicon is authorized to deduct from earnoutpayments as referenced in Section 2(e)(vii) herein.  Contacts shall make reimbursement payments toMenicon within ten (10) Business Days of receipt of a copy of such patentcounsel’s invoice to Menicon.

### (ii)           Meniconshall have a further obligation to continue prosecution of **[***]** and hereby covenant to use their best efforts toobtain allowance and issuance of such patent applications as valid, enforceablepatents.

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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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### These best efforts include, but are not limited to, retaining competentpatent counsel to conduct the prosecution of the indicated patent applicationsand timely paying all fees and giving authorization for any actions that needto be taken to advance the indicated patent applications to issuance orallowance subject to the conditions of selection of patent counsel in 6(d)(ii)above.  Menicon shall promptly report allactions taken in the prosecution of the indicated patent applications.  Such actions may include any action issued bya corresponding patent office in any of the indicated applications and anyresponse to such or other actions taken by Menicon or its agents in any of theindicated patent applications.  In the eventthat Menicon determines that its best efforts have failed and that allowance ofany of the patent applications cannot be reasonably achieved, **Menicon will notifyContacts of such circumstances and, prior to abandoning any rights in suchapplication, specify to the Contacts Parties which applications they will notpursue (“Waived Applications”). Thereupon, Contacts may, at its own expense, continue prosecution ofsuch Waived Applications on behalf of Menicon. Any patent that is issued upon any such Waived Applications shall be inthe name of Menicon or its designee. **Meniconshall cooperate with the Contacts Parties in any actions the Contacts Partieschoose to take in such continued prosecution.

(e)           Singapore Facility PurchaserConfidentiality and Non-Compete. Upon the Contacts Parties’ sale of the Singapore Facility, the ContactsParties covenant and agree to cause the Singapore Facility Purchaser to enterinto a Confidentiality and Non-Competition Agreement with the Contacts Partiesin which the Singapore Facility Purchaser will agree as follows:

### (i)            Withrespect to the worldwide patents or patent applications as listed in items A,B, C, D, E, and M in Schedule 2 hereof, the Singapore Facility Purchaser:

##### (1)           Willnot, until the date of expiration of the last to expire of items A, B, C, D, E,and M on Schedule 2 hereto, directly or indirectly, practice, utilize, orinfringe such patents or patent applications;

##### (2)           Willnot, until the date of expiration of the last to expire of items A, B, C, D, E,and M on Schedule 2 hereto, allow any of its affiliates, officers, directors,employees, stockholders, agents, contractors, or representatives, including butnot limited to, former ClearLab employees who become employees or consultantsof the Singapore Facility Purchaser, to directly or indirectly infringe,invalidate, or otherwise work around, develop, design, manufacture or sell anyproduct utilizing such patents or patent applications; and

### (ii)           TheSingapore Facility Purchaser will not, for a period of two (2) years from theClosing Date, directly or indirectly solicit former ClearLab Singaporeemployees who accept employment or consulting work with Menicon to work for theSingapore Facility Purchaser.

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### (iii)          TheConfidentiality and Non-Competition Agreement shall be substantially in formand substance as set forth on Exhibit G hereto. Upon Closing, the Contacts Parties shall assign all of their rights andinterests in and to the Confidentiality and Non-Competition Agreement toMenicon.  The Contacts Parties shallfurther cause any Singapore Facility Purchaser to deliver to Menicon acertificate in the form attached hereto as Exhibit K approving and consentingof such assignment.

(f)            Dual-Use Know-How.  Upon the Contacts Parties’ sale of theSingapore Facility, (i) the Contacts Parties covenant and agree to cause theSingapore Facility Purchaser to covenant and agree to not take any action thatwill have a Material Adverse Effect upon the know-how, information, data andproprietary rights of the Dual-Use Know-How, and (ii) Menicon covenants andagrees that it will not take any action that will have a Material AdverseEffect upon the know-how, information, data and proprietary rights of theDual-Use Know-How.

(g)           Access to Singapore Facility Space.  For a period of sixty days after Closing, theContacts Parties shall, upon reasonable notice, provide commercially reasonableaccess to the Singapore Facility to allow Menicon to remove theFPT Equipment from the Singapore Facility at Menicon’s sole cost,including any reimbursement for costs of repairing damages directly caused bysaid removal.  Should the ContactsParties close a transaction with a Singapore Facility Purchaser within sixtydays after Closing, the Contacts Parties shall cause such Singapore FacilityPurchaser to grant Menicon such access. The Contacts Parties and Menicon agree to work in a cooperative mannerto facilitate the removal of the FPT Equipment from the Singapore Facility in amanner which will minimize disruption to each party.  Should the Contacts Parties close atransaction with a Singapore Facility Purchaser within thirty days afterClosing, the Contacts Parties shall cause such Singapore Facility Purchaser toagree to work with Menicon in a similarly cooperative manner.

(h)           Production Line Drawings, Proof ofPrinciple Projects and Specifications. From the Closing Date until the one year anniversary following theClosing Date, the Contacts Parties shall reimburse Menicon up to a maximum of **[***]** for the cost of any additionalproduction line drawings, proof of principle projects or equipmentspecifications required for the development of a production manufacturing linefor FPT Products, provided the drawings, projects or specifications areprepared by **[***]** forMenicon.  The Contacts Parties shall makereimbursement payments to Menicon within ten (10) Business Days upon receipt ofa copy of **[***]** invoice(s) toMenicon evidencing the purchase of such drawings, projects or specifications.

(i)            Supply Agreement.  Prior to the direct or indirect sale in theU.S. or Canada of any disposable soft contact lenses manufactured by any ofMenicon or any of its Affiliates or licensees, including but not limited to allcontact lenses manufactured using any of the FPT Patents or Other Patents,Menicon shall cause such manufacturer to execute and deliver or cause to bedelivered **[***]** a supply agreementwhich incorporates the terms set forth in Exhibit H.

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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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(j)            Non-Competition andConfidentiality.  The partiesacknowledge that they have a special understanding of the Acquired Business andthat each party is making or has made a considerable investment in the AcquiredAssets from which investment the parties will benefit.  In consideration of this Agreement and suchinvestment and benefit, and as an inducement to the parties to enter into thisAgreement and consummate the transactions contemplated herein, each of theContacts Parties agrees to itself and shall cause its Affiliates to agree that,for a period of five (5) years after the Closing Date, (i) it and they willnot, directly or indirectly, own, manage, operate, control or participate inthe ownership, management, operation or control of, or be connected as anofficer, employee, partner, director or otherwise with, or have any financialinterest in any entity which directly competes with the Acquired Businessundertaken by Menicon and any Affiliates thereof; and (ii) they will not,directly or indirectly in one or a series of transactions, disclose to anyPerson, or use or otherwise exploit for their own benefit or for the benefit ofanyone other than Menicon, Confidential Information about the Acquired Businessand they shall use their best efforts to cause all Persons to whom any suchConfidential Information has been disclosed to observe the terms and conditionsset forth herein as though each such Person was bound hereby.  The Contacts Parties shall have no obligationhereunder to keep confidential any Confidential Information if and to theextent disclosure is specifically required by law; provided, however, that inthe event disclosure is required by applicable law, Contacts shall provideMenicon with prompt notice of such requirement, prior to making any disclosure,so that Menicon may seek an appropriate protective order.  Nothing in this Section 6(k) shall precludeor restrict in any way the Contacts Parties from operating their retail contactlens business consistent with historical or contemplated practices or theOrdinary Course of Business.  Each of theContacts Parties further agrees that it will in no way cooperate with,facilitate, or assist the Singapore Facility Purchaser in any effort by theSingapore Facility Purchaser to invalidate or otherwise work around any of thepatents listed on Schedule 2 hereto.

(k)           Solicitation Interference.  For a period of two (2) years following theClosing Date, neither party nor any of its Affiliates shall, directly orindirectly, recruit, solicit or otherwise induce or influence any officer oremployee of the other party (except as specifically contemplated herein).

(l)            Access to Books, Records andPersonnel.  Menicon shall provide theContacts Parties with commercially reasonable access during regular businesshours, upon a commercially reasonable request and upon commercially reasonablenotice by the Contacts Parties, to Menicon’s books, Information and Records,and personnel relating to this Agreement and to the transactions contemplatedhereunder for purposes of allowing the Contacts Parties to obtain informationnecessary to complete audits, tax returns, and other matters required byapplicable laws and regulations.

(m)          Non-Disclosure of FPT Patents,Other Patents, and Trade Secrets. Each of the Contacts Parties agrees that it shall not, at any time afterthe date hereof through the date of expiration of the last to expire of theFlat Pack Patents or the Other Patents, disclose to any Singapore FacilityPurchaser or any other third party any non-public information concerning the technologycovered by the FPT Patents, Other Patents, or Trade Secrets except in respectto Menicon and its advisors.

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7.**             Conditions toObligations to Close**.

(a)           Conditions to Menicon’s Obligation.  The obligation of Menicon to consummate thetransactions in connection with the Closing is subject to satisfaction of thefollowing conditions:

### (i)            therepresentations and warranties set forth in Section 3 above shall be true andcorrect in all material respects at and as of the Closing Date, except to theextent that such representations and warranties are qualified by the term “material,”or contain terms such as “Material Adverse Effect” or “Material Adverse Change,”in which case such representations and warranties (as so written, including theterm “material” or “Material”) shall be true and correct in all respects,subject to the above qualifiers, at and as of the Closing Date;

### (ii)           theContacts Parties shall have performed and complied with all of their covenantshereunder in all material respects through the Closing, except to the extentthat such covenants are qualified by the term “material,” or contain terms suchas “Material Adverse Effect” or “Material Adverse Change,” in which case theContacts Parties shall have performed and complied with all of such covenants(as so written, including the term “material” or “Material”) in all respects,subject to the above qualifiers, through the Closing;

### (iii)          Neitherthe Acquired Business nor the Acquired Assets shall have been materially andadversely affected as of the Closing Date in any way and no event shall haveoccurred which could have a Material Adverse Effect on them;

### (iv)          Contactsshall have delivered to Menicon a certificate to the effect that each of theconditions specified above in Section 7(a)(i) through 7(a)(iii) is satisfied inall respects;

### (v)           therelevant parties shall have entered into the Assignment and Assumption ofPatents Agreement in form and substance as set forth in Exhibit C attachedhereto and the same shall be in full force and effect;

### (vi)          DELETED;

### (vii)         Therelevant parties shall have entered into Termination of Current LicenseAgreement in form and substance as set forth in Exhibit E;

### (viii)        DELETED;

### (ix)           Thereshall not be pending or threatened by any Person or entity not a Party to thisAgreement any suit, action or proceeding: (i) challenging or seeking torestrain or prohibit the purchase of the Acquired Assets contemplated by thisAgreement or any of the other transactions contemplated by this Agreement; (ii)seeking to prohibit or limit the acquisition, ownership, or operation byMenicon of any portion of the Acquired Business; (iii) seeking to imposelimitations on the ability of Menicon to acquire or hold, or exercise fullrights of

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### ownership of, the Acquired Assets; or (iv) seeking to prohibit Meniconfrom effectively controlling in any material respect the Acquired Business;

### (x)            Noaction or proceeding by any Authority shall have been instituted or threatenedwhich would enjoin, restrain or prohibit, or result in substantial Losses toMenicon as a direct consequence of executing this Agreement or theClosing.  There shall not be in effect onthe Closing Date any Order or Regulation restraining, enjoining, or otherwise prohibitingor making illegal the Closing; and

### (xi)           allactions to be taken by the Contacts Parties in connection with consummation ofthe transactions contemplated hereby and all certificates, instruments, andother documents required to effect the transactions contemplated hereby(including those set forth in Section 2(i)) will be reasonably satisfactory inform and substance to Menicon.

Menicon may waive anycondition specified in this Section 7(a) if it executes a writing so stating ator prior to the Closing.

(b)           Conditions to Contacts’ Obligation.  The obligation of the Contacts Parties toconsummate the transactions to be performed by them in connection with theClosing is subject to satisfaction of the following conditions:

### (i)            therepresentations and warranties set forth in Section 4 above shall be true andcorrect in all material respects at and as of the Closing Date, except to theextent that such representations and warranties are qualified by the term “material,”or contain terms such as “Material Adverse Effect” or “Material Adverse Change,”in which case such representations and warranties (as so written, including theterm “material” or “Material”) shall be true and correct in all respects,subject to the above qualifiers, at and as of the Closing Date;

### (ii)           Meniconshall have performed and complied with all of their covenants hereunder in allmaterial respects through the Closing, except to the extent that such covenantsare qualified by terms such as “material” and “Material Adverse Effect,” inwhich case Menicon shall have performed and complied with all of such covenantsin all respects, subject to the above qualifiers, through the Closing;

### (iii)          Meniconshall have delivered to Contacts a certificate to the effect that each of theconditions specified above in Sections 7(b)(i) and 7(b)(ii) are satisfied inall respects;

### (iv)          TheParties shall have entered into the Assignment and Assumption of PatentsAgreement in form and substance as set forth in Exhibit C attached hereto andthe same shall be in full force and effect;

### (v)           DELETED;

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### (vi)          Therelevant parties shall have entered into Termination of Current LicenseAgreement in form and substance as set forth in Exhibit E;

### (vii)         DELETED;

### (viii)        TheContacts Parties shall have entered into an agreement with Steve Newmanpursuant to which Mr. Newman shall release the Contacts Parties from allobligations relating to Mr. Newman and his Affiliates (including but notlimited to his employment by the Contacts Parties and any royalty obligationsdue from the Contacts Parties to Mr. Newman or his Affiliates);

### (ix)           Meniconshall have entered into an agreement with Steve Newman with respect to hisemployment by Menicon and the payment by Menicon of royalty obligations owingto him, which agreement shall contain the following provisions:

#### (A)          Anannual salary of **[***]**;

#### (B)           Acommission of **[***]** of globalSales of FPT Products by Menicon or its Affiliates.  The commission-bearing period shall bedetermined in accordance with the table below:

| Years of Employment Mr.  Newman  Completes as a Menicon Employee | ** ** | **Commission  Period Extends  Through** |
|------------------------------------------------------------------|------------|-----------------------------------------|
| 1                                                                |       | June 30, [***]                          |
| 2                                                                |       | June 30, [***]                          |
| 3 or more                                                        |       | June 30, [***]                          |

 

#### (C)           Abonus payment of **[***]** upon theLaunch in Japan by Menicon;

#### (D)          Thepayment of **[***]** of allConsideration received by Menicon or its Affiliates pursuant to a License ofthe FPT Patents for a period which shall be determined in accordance with thetable in Section 7(b)(ix)(B) above;

#### (E)           Arequirement that Mr. Newman dedicate 100% of his professional efforts toMenicon with the majority of Mr. Newman’s time spent in support of the FPTProducts;

#### (F)           Non-Competitionprovisions reasonably acceptable to the Contacts Parties, which shall providethat, after the Closing and prior to the Launch in Japan, Mr. Newman shall notprovide services as an employee, officer, director, consultant, advisor, or inany other capacity to

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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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#### any person, organization, or entity, other than directly for Menicon,including without limitation, being involved in any manner in the design,development, production, distribution, or sale of ocular treatments orenhancements including but not limited to contact lenses and, providingfurther, that as liquidated damages for a violation of such non-competitionprovisions by Mr. Newman, the **[***]**payments referenced under Section 1(d) above shall be withheld from Mr. Newmanand paid directly from Menicon to the Contacts Parties.  Such breach by Mr. Newman, if it occurs,shall be subject to one written notice and 30 day right to cure said breach;

#### (G)           Inthe event Mr. Newman’s employment is terminated by Menicon for any reason otherthan for cause prior to June 30, **[***]**,he shall be entitled to receive (i) his salary through June 30, **[***]**, (ii) the bonus upon Launch in Japan as outlined insection (c) above, and (iii) shall be entitled to receive any payments due himas outlined in sections (b) and (d) above through June 30th, **[***]**;

#### (H)          Arequirement that Mr. Newman release the Contacts Parties from any and allobligations of the Contacts Parties relating to Mr. Newman and his Affiliates(including but not limited to his employment by the Contacts Parties and anyroyalty obligations due from the Contacts Parties to Mr. Newman or hisaffiliates).  Further, Mr. Newmanagrees to continue to allow any future owner of the ClearLab facilities toenjoy – under the same terms and conditions - any applicable, discountedroyalty licenses, royalty free licenses or royalty free use of intellectualproperty he has solely or has caused to be granted to the Contacts Partiesunder a previous course of dealing with ClearLab such that said applicablediscounted royalty licenses, royalty free licenses and royalty freeintellectual property shall continue in perpetuity and inure to the benefit ofthe subsequent purchaser of any or all of the Contacts Parties manufacturingoperations.

#### (I)            Nothingin the agreement will be construed or cause to be construed as conveying,assigning, or otherwise transferring right or title to European patentapplication number 0398984 titled “improved contact lens design,” U.S. Pat. No.5,125,728 titled “Soft Contact Lens for the Correction of Astigmatism,” or anyof their respective divisional, continuation, or continuation-in-part patentapplications nor will any non-compete provision in the agreement prevent Mr.Newman from supporting said patent on his personal time.

### (x)            Allactions to be taken by Menicon in connection with consummation of thetransactions contemplated hereby and all certificates, instruments, and otherdocuments required to effect the transactions contemplated hereby (including thoseset forth in Section 2(i)) will be reasonably satisfactory in form andsubstance to Contacts.

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[***] designates portionsof this document that have been omitted pursuant to a request for confidentialtreatment filed separately with the Securities and Exchange Commission.

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Contacts may waive anycondition specified in this Section 7(b) if it executes a writing so stating ator prior to the Closing.

8.**             Remedies forBreaches of this Agreement**.

(a)           Survival of Representations andWarranties.  All of the representationsand warranties of Menicon, the Contacts Parties and Steve Newman contained inthis Agreement shall survive and continue in full force and effect for a periodof eighteen (18) months after the Closing Date (unless the damaged party knewof any misrepresentation or breach of warranty or covenant at the time ofClosing) (the “Survival Period”), subject to prior expiration pursuant to anyapplicable statutes of limitations.

(b)           Indemnification by the ContactsParties.  The Contacts Parties, jointlyand severally, agree to indemnify Menicon, and each of its Affiliates, andtheir respective officers, directors, employees, stockholders, representativesand agents, against and they agree to hold it and them harmless from, any andall Losses incurred or suffered by Menicon or any of its Affiliates (or anycombination thereof), and their respective officers, directors, employees,representatives and agents arising out of any of the following:  (i) any breach of or any inaccuracy in (orany alleged breach made by a Person other than Menicon of or inaccuracy in) anyrepresentation or warranty made by the Contacts Parties pursuant to thisAgreement, any contract contemplated hereby, any document or certificaterelating hereto or thereto and any breach of or failure by the Contacts Partiesto perform (or alleged breach of or failure by the Contacts Parties) anycovenant or obligation of the Contacts Parties set out in this Agreement, anycontract contemplated hereby, any document or certificate relating hereto orthereto; (ii) any of the excluded liabilities set forth in Section 2(d) herein;or (iii) any Claim by any employee of the Contacts Parties with respect to hisor her termination of employment by the Contacts Parties, which Claim is basedsolely upon acts of the Contacts Parties prior to Closing.

(c)           Indemnification by Menicon.  Menicon agrees to indemnify each of theContacts Parties and each of their Affiliates, and their respective officers,directors, employees, representatives and agents against, and agree to hold itand them harmless from, any and all Losses incurred or suffered by them (or anycombination thereof) arising out of any of the following: (i) any breach of orany inaccuracy in (or any alleged breach of or inaccuracy in) any representationor warranty made by Menicon pursuant to this Agreement, any contractcontemplated hereby, any document or certificate relating hereto or thereto;(ii) any breach of or failure by Menicon to perform (or alleged breach of orfailure by Menicon to perform) any covenant or obligation of Menicon set out inthis Agreement, any contract contemplated hereby, any document or certificaterelating hereto or thereto, including the failure to pay when due, any of theAssumed Obligations; (iii) liabilities ****asserted against******[***]******and its affiliates by theSellers under and pursuant to a******[***]******solely as a result of theexploitation of the Acquired Assets by Menicon and its affiliates whichexploitation itself gives rise to claims of******[***]**; (iv) any liabilities relating to orarising out of that certain letter of intent between **[***]** and certain of the Contacts Parties dated **[***]**; or (v) any Consideration due to theContacts Parties pursuant to Section 2 hereof.

----

[***] 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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(d)           Matters Involving Third Parties.

### (i)            Ifany third party (a “Third Party”) notifies any party (the “IndemnifiedParty”) with respect to any matter (a “Third-PartyClaim”) that may give rise to a claim for indemnificationagainst any of the other parties (the “IndemnifyingParty”) under this Section 8, then the Indemnified Partyshall promptly (and in any event within five (5) Business Days after receivingnotice of the Third-Party Claim) notify the Indemnifying Party thereof inwriting.  Menicon shall be deemed to bethe Indemnifying Party and Indemnified Party, as the case may be, in respect toany such matter involving Menicon or any Menicon Affiliate; and Contacts shallbe deemed to be the Indemnifying Party or Indemnified Party, as the case maybe, in respect to any such matter involving other Contacts Parties.

### (ii)           TheIndemnifying Party will have the right at any time to assume and thereafterconduct the defense of the Third-Party Claim with counsel of its choicereasonably satisfactory to the Indemnified Party; *provided, however**,* that the Indemnifying Party will notconsent to the entry of any judgment on or enter into any settlement withrespect to the Third-Party Claim without the prior written consent of theIndemnified Party (not to be unreasonably withheld) unless the judgment orproposed settlement involves only the payment of money damages, does not imposean injunction or other equitable relief upon the Indemnified Party and, inrespect to Menicon, does not adversely affect the Acquired Business.

### (iii)          Unlessand until the Indemnifying Party assumes the defense of the Third-Party Claimas provided in Section 8(d)(ii) above, however, the Indemnified Party maydefend against the Third-Party Claim in any manner it may reasonably deemappropriate.

### (iv)          Inno event will the Indemnified Party consent to the entry of any judgment on orenter into any settlement with respect to the Third-Party Claim without theprior written consent of the Indemnifying Party (not to be unreasonablywithheld).

(e)           Determination of IndemnificationAmount.  In the event that anyindemnitee believes that it is entitled to claim indemnification from any indemnitorunder this Section 8, the indemnitee shall notify the indemnitor of such Claim,the amount or estimated amount thereof and the basis for such Claim (which willbe described in reasonable detail). Menicon and Contacts, on each of its behalf and that of Menicon and theContacts Parties, respectively, acting as the indemnitor and the indemnitee, asthe case may be, will proceed, in good faith, and use reasonable efforts toagree 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 thirty (30) days after such notice, (i)  where such indemnification Claim arises outof a claim by an Authority or Third Party, then the amount of suchindemnification claim will be determined pursuant to a final judgment orsettlement or compromise thereof, or (ii)

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where suchindemnification Claim does not arise out of such a Third Party Claim, then theindemnification Claim will be finally resolved in accordance with Section 11(a)hereof.  The determination of the amountof any indemnification Claim pursuant to this Section 8 will be final, bindingand conclusive, and the indemnitee(s), upon final determination of the amountof the indemnification Claim will be paid, by the indemnitor(s), within ten(10) business days of such final determination, the full amount, in cash, ofsuch indemnification Claim, as finally determined, and will be entitled toapply to any court of authority of competent jurisdiction for enforcement ofsuch payment (the fees and expenses of such enforcement, if necessary, to beborne by the indemnitors).

(f)            Limitations on Indemnification Obligations.  Notwithstanding the provisions of thisSection 8, none of the parties shall be obligated to indemnify or pay damagesto any other party or parties, as the case may be, from and against any Lossesarising from or related to this Agreement to the extent that such Lossesarising from or related to this Agreement exceed **[***]** of the amounts actually paid by Menicon pursuant toSections 2(e)(i) through 2(e)(iii); provided, however, that any claims broughtby a party against another party or parties for fraud or willful misconductshall not be subject to the foregoing limitations.  Furthermore, notwithstanding the provisionsof this Section 8, none of the parties shall be obligated to indemnify or paydamages to any other party or parties, as the case may be, from and against anyLosses arising from or related to this Agreement to the extent that such Lossesarising from or related to this Agreement do not cumulatively exceed onehundred thousand U.S. dollars ($100,000 USD).

(g)           Exclusive Remedy/Disclaimer.  Menicon and the Contacts Parties acknowledgeand agree that the foregoing indemnification provisions in this Section 8 shallbe the exclusive remedy of Menicon and the Contacts Parties with respect to anyClaims either of them may have against the other with respect to thetransactions contemplated by this Agreement. Under no circumstances shall either party be liable with respect to itsobligations under this agreement or otherwise for any consequential, exemplary,incidental, or punitive damages, even if such party has been advised of thepossibility of such damages.

9.**             Termination**.

(a)           Term and Termination of Agreement.  The term of this Agreement shall commenceupon the execution and delivery of this Agreement by the parties and shallcontinue through the satisfaction of the parties’ respective obligationspursuant to Section 2 hereof.  Certain ofthe parties may terminate this Agreement as provided below:

### (i)            Meniconand Contacts may terminate this Agreement by mutual written consent at any timeprior to the Closing;

### (ii)           Meniconmay terminate this Agreement by giving written notice to Contacts at any timeprior to the Closing in the event (A) Contacts has given Menicon any noticeprior to the Closing Date pursuant to Section 5(f) above, and (B) thedevelopment that is the subject of the notice has had a Material AdverseEffect;

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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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### (iii)          Menicon may terminate this Agreement by giving writtennotice to Contacts at any time prior to the Closing (A) in the event any of theContacts Parties has breached any material representation, warranty, orcovenant contained in this Agreement in any material respect, Menicon hasnotified Contacts of the breach, and the breach has continued without cure tothe Closing Date, or (B) if the Closing shall not have occurred on or beforeJune 22, 2007, by reason of the failure of any condition precedent underSection 7(a) hereof (unless the failure results primarily from Menicon itselfbreaching any representation, warranty, or covenant contained in thisAgreement); and

### (iv)          Contacts may terminate this Agreement by giving writtennotice to Menicon at any time prior to the Closing (A) in the event Menicon hasbreached any material representation, warranty, or covenant contained in thisAgreement in any material respect, Contacts has notified Menicon of the breach,and the breach has continued without cure to the Closing Date, or (B) if theClosing shall not have occurred on or before June 22, 2007, by reason of thefailure of any condition precedent under Section 7(b) hereof (unless thefailure results primarily from any of the Contacts Parties itself breaching anyrepresentation, warranty, or covenant contained in this Agreement).

(b)           Effect of Termination.  If any party terminates this Agreementpursuant to Section 9(a) above, all rights and obligations of the partieshereunder shall terminate without any liability of any party to the otherparties (except for any liability of any parties then in breach); *provided, however**,* that the confidentiality provisions contained inSection 6(k) above shall survive termination.

10.           **Guarantees.**

(a)           Menicon Guarantee.  MENICONCO., LTD., as primary obligor and not as surety, hereby unconditionally andirrevocably guarantees to the Contacts Parties the due and punctual payment,observance and performance of all of theobligations and covenants of Menicon contained in this Agreement in accordancewith its terms, and agrees to pay, observe and perform such guaranteedobligations when so due, on demand. MENICON CO., LTD. agrees to pay any and all costs and expenses,including reasonable fees and disbursements of counsel, incurred by theContacts Parties in enforcing any rights under this guarantee.  This guarantee is a continuing guarantee byMENICON CO., LTD. and shall remain in full force and effect until theguaranteed obligations have been discharged in full.

(b)           ContactsGuarantee.  Contacts, as primary obligor and notas surety, hereby unconditionally and irrevocably guarantees to Menicon the dueand punctual payment, observance and performance of all of the obligations andcovenants of the other Contacts Parties contained in this Agreement inaccordance with its terms, and agrees to pay, observe and perform suchguaranteed obligations when so due, on demand. Contacts agrees to pay any and all costs and expenses, includingreasonable fees and disbursements of counsel, incurred by Menicon in enforcingany rights under this guarantee.  This 

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guaranteeis a continuing guarantee by Contacts and shall remain in full force and effectuntil the guaranteed obligations have been discharged in full.

(c)           UnconditionalGuarantee.  Menicon and Contacts agree, respectively,that each of their guarantee obligations hereunder are absolute andunconditional irrespective of:

### (i)            anywaiver, consent, extension, release, suspension or termination of some but notall of the guaranteed obligations;

### (ii)           anyfailure to give notice, whether of default, presentment or otherwise;

### (iii)          anyamendment, modification, addition or other change in the Agreement or anyagreements ancillary thereto;

### (iv)          failureor delay on the part of a beneficiary to the guarantee to enforce, assert orexercise any right under the Agreements or any ancillary agreement;

### (v)           thevoluntary or involuntary liquidation, dissolution, sale or other disposition ofassets, receivership, insolvency, bankruptcy, assignment for the benefit ofcreditors, reorganization, composition with creditors, or other similarproceedings affecting a party or its assets; or

### (vi)          anyother circumstance which might otherwise constitute a defense or a discharge ofa guarantor.

(d)           Waiver.  Eachof Menicon and Contacts hereby waives promptness, diligence, notice ofacceptance and any other notice with respect to any of the guaranteedobligations and any right it may have to require the beneficiary of theseguarantees to proceed against another party or to pursue any other remedy orenforce any guarantee by any other person or take any action against anycollateral, before making a demand against the guarantor under this guarantee.

11.           **Miscellaneous.**

(a)           Mediationand Arbitration.

### (i)            Theparties hereto shall attempt ingood faith to resolve promptly any dispute arising out of or relating to thisAgreement by negotiation.  If the mattercannot be resolved in the normal course of business, either the ContactsParties or Menicon shall give to the other party written notice of any suchdispute not resolved, after which the dispute shall be referred to theprincipal executive officers of Contacts and Menicon, respectively, or theirdesignees, who shall attempt to resolve the dispute.  If the dispute has not been resolved bynegotiation within forty-five (45) days of the written notice, either theContacts Parties or 

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### Menicon may submit such dispute forarbitration in accordance with Section 11(a)(ii).

### (ii)           Any controversy or claim arising out of or relating tothis Agreement or the validity, inducement, or breach thereof that cannot besettled in accordance with Section 11(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 jurisdiction shall enforcethis clause and enter judgment on any award. The arbitration shall be held in Singapore.  With respect to adjudicating any controversyor claim arising hereunder the arbitrator must apply the substantive law of theState of Delaware, and in rendering theaward the arbitrator must apply the substantive law of the place of domicile ofthe defending party (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)           ForceMajeure.  Any delays in or failuresof performance by a party under this Agreement shall not be considered a breachof this Agreement if and to the extent caused by occurrences beyond thereasonable control 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 party shall notify the other partiesimmediately and explain the nature, details and expected duration thereof.

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(c)           Successionand Assignment.  This Agreement shallbe binding upon and inure to the benefit of the parties named herein and theirrespective successors and permitted assigns, including, without limitation, anysuccessor by merger.  This Agreement, orany of the rights and obligations created herein, shall not be assigned ortransferred, in whole or in part, by a party without the prior written consentof the other parties, which consent shall not be unreasonably withheld; provided,however, that in the event of any such assignment or transfer byMenicon, Menicon shall cause the assignee or transferee to assume theobligation for the payment of the Purchase Price obligations under Section 2(e)of this Agreement.  Any attemptedassignment or transfer of such rights or obligations without such consent,except as provided herein, shall be void.

(d)           NoThird Party Beneficiaries.  Except asotherwise contemplated by this Agreement and the Exhibits hereto, thisAgreement shall not confer any rights or remedies upon any person other thanMenicon, the Contacts Parties and Steve Newman and their respective successorsand permitted assigns and licensees.

(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.

(f)            GoverningLaw.  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 or conflict of law principles.

(g)           UnenforceableProvisions.  Any provision hereofwhich is prohibited or unenforceable in any jurisdiction shall, as to suchjurisdiction, be ineffective only to the extent of such prohibition orunenforceability without invalidating the remaining provisions hereof oraffecting the validity or enforceability of such provision in any otherjurisdiction.  The parties shall replacesuch ineffective provision for such jurisdiction with a valid and enforceableprovision which most closely approaches the idea, intent, and purpose of thisAgreement, and in particular, the provision to be replaced.

(h)           RelationshipBetween 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)            EntireAgreement; 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, 

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conditions, provisions or terms related thereto other thanthose set forth in this Agreement, and (ii) supersedes all previousunderstandings, agreements and representations between the parties, written ororal relating to the subject matter hereof. The parties may from time to time during the continuance of thisAgreement modify, vary or alter any of the provisions of this Agreement, butonly by written agreement of all parties.

(j)            FurtherAction.  The parties agree to executeand deliver all documents, provide all information and take or forbear from allsuch action, as may be necessary or appropriate, to achieve the purposes ofthis 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 any of the Contacts Parties:

1-800CONTACTS, INC.

Attention:

R. Joe Zeidner, Esq.

General Counsel

66 EastWadsworth Park Drive

Draper, Utah  84020USA

With copies to:

DavidR. Rudd, Esq.

BallardSpahr Andrews & Ingersoll, LLP

201South Main Street, Suite 600

Salt Lake City, Utah 84111

If to Menicon:

MeniconCo., Ltd.

Attention:  President

3-21-19,Aoi, Naka-Ku,

Nagoya, 460-0006 Japan

With copies to:

MeniconCo., Ltd. (Singapore branch office)

8 International BusinessPark

Singapore609925

WilliamR. Huss, Esq.

PillsburyWinthrop Shaw Pittman LLP

5thFloor, Fuerte Kojimachi Bldg.

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7-25,Kojimachi 1-chome

Chiyoda-ku, Tokyo 102-0083 Japan

Allsuch notices, reports, payments, and communications shall be made by reputableinternational courier (such as FedEx, DHL, etc.) and shall be considered madeas of the earlier of actual receipt of the notice or four (4) Business Daysafter the date of delivery of such notice to a courier.  A Party may change the name of the personentitled to notice hereunder, or his or her address, upon prior written noticeto all persons or entities entitled to notice hereunder.

(l)            PublicAnnouncements.  All pressreleases and other public disclosures concerning the transactions contemplatedhereby from and after the date hereof may only be made by Menicon and Contacts,as the case may be, and such disclosures will be subject to review and approvalby Menicon and Contacts, as the case may be, 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 any jurisdictionin which any of its securities quotation system on which such securities aretraded, it shall be permitted to do so without notice to the other party evenif it has not obtained the approval of the other parties and strictly limitssuch announcement or filing to the minimum disclosure required by law or suchrules.  The other party may then alsomake an announcement containing the same information only.

(m)          Noticeof Possible Delays.  Whenever eitherparty 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.

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

(o)           Counterpartsand 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 Menicon and by Contacts of facsimile signatures.

(p)           GoverningLanguage.  The parties agree that,although this Agreement may be translated into the Japanese language, theEnglish language version shall govern.

*[Signatures appearon following page.]*

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INWITNESS WHEREOF, and intending to be legally bound, the Parties hereto havecaused this Agreement to be executed by their duly authorized representativesas of the date first written on this Agreement.
| 1-800 CONTACTS, INC.              | MENICON CO., LTD.   |       |
|-----------------------------------|---------------------|------------|
|                              |                |       |
|                              |                |       |
|                              | /s/ Hidenari Tanaka |       |
| /s/ Jonathan Coon                 |                | Name:      | Dr. Hidenari Tanaka |
| Name:                             | Jonathan Coon       | Title:     | President |
| Title:                            | CEO                 |       |   |
|                              |                |       |
|                              |                |       |
| CLEARLAB INTERNATIONAL, PTE. LTD. |                | ** ** |
|                              |                |       |
|                              |                |       |
| /s/ Brian Bethers                 |                |       |
| Name:                             | Brian Bethers       |       |
| Title:                            | Director            |       |
|                                   |                     |            |  |  |  |  |  |  |

 

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