SECURITIES PURCHASE AGREEMENT

      THIS  SECURITIES  PURCHASE  AGREEMENT  (this  "Agreement")  is  made as of
December 23, 2003 by and between LensCard  Corporation,  a Delaware  corporation
(the  "Company"),  and the purchaser  whose name and address is set forth on the
signature page hereto ("Purchaser").

                                    RECITALS

      WHEREAS,  pursuant to that certain  Subscription  Application of Purchaser
dated of even date hereof (the "Subscription Application"),  an executed copy of
which is attached  hereto as Exhibit A, the Company desires to sell to Purchaser
and  Purchaser  desires to  purchase  securities  from the  Company as set forth
herein,  subject to the terms and  conditions  of this  Agreement  and the other
documents or instruments contemplated hereby.

      NOW, THEREFORE, the parties hereto hereby agree as follows:

                                    AGREEMENT

1.    Sale and Issuance of Common Stock and Warrant.

      At the  Closing  (as defined in Section  2.1),  the Company  shall sell to
Purchaser,  and Purchaser shall purchase from the Company, 500,000 shares of the
Company's  restricted  common stock (the "Common  Stock") at a purchase price of
$0.10 per  share and  warrants  for the  Purchaser  to  purchase  an  additional
2,400,000  shares of the Company's common stock in accordance with the terms and
conditions of a warrant  agreement a form of which is attached hereto as Exhibit
B (the "Warrant;" collectively with the Common Stock, the "Securities"), subject
to the  terms  and  conditions  of this  Agreement.  Subject  to the  terms  and
conditions of this  Agreement,  the Company has authorized the sale and issuance
(the "Issuance") to Purchaser of the Securities.

2.    The Closing; Closing Contingencies.

      2.1 Subject to Section 2.3 below, the closing of the Issuance to Purchaser
(the  "Closing")  shall  take  place  simultaneously  with  the  closing  of the
Preferred Stock Purchase as defined in Section 2.3 below.

      2.2 At the Closing, the Escrow Agent (as defined in Section 8 below) shall
deliver (i) to Purchaser a stock certificate  representing the Common Stock, the
originally  executed  Warrant and fully  executed  copies of this Agreement (the
"Transaction  Documents,"),  and (ii) to the Company a  certified  bank check or
wire  transfer  in the  amount  of  $50,000  and  fully  executed  copies of the
Transaction Documents.

      2.3 The Closing is contingent on: (i) Purchaser introducing to the Company
potential investors ("Investors");  and (ii) such Investors,  and/or one or more
investment funds controlled by or affiliated with Purchaser,  purchase a minimum
of $1,500,000 of the Company's Series A Convertible Preferred Stock at $1.00 per
share before February 1, 2004 (the "Preferred Stock Purchase").

<PAGE>

3.    Representations and Warranties of the Company.

      The Company hereby  represents and warrants to Purchaser as of the Closing
as follows:

      3.1  Organization  and   Qualification.   Each  of  the  Company  and  its
subsidiaries,  if any (collectively,  the  "Subsidiaries" and individually,  the
"Subsidiary"),  is an entity duly incorporated or otherwise  organized,  validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
incorporation  or  organization  (as  applicable),  with the requisite power and
authority to own and use its  properties and assets and to carry on its business
as currently  conducted.  Neither the Company nor any Subsidiary is in violation
of  any  of  the  provisions  of  its  respective  certificate  or  articles  of
incorporation,  bylaws or other organizational or charter documents. Each of the
Company and the  Subsidiaries  is duly  qualified  to do business and is in good
standing as a foreign  corporation or other entity in each jurisdiction in which
the  nature  of the  business  conducted  or  property  owned by it  makes  such
qualification necessary,  except where the failure to be so qualified or in good
standing, as the case may be, could not,  individually or in the aggregate:  (i)
adversely  affect the legality,  validity or  enforceability  of the Transaction
Documents, (ii) have or result in or be reasonably likely to have or result in a
material  adverse  effect  on the  results  of  operations,  assets,  prospects,
business  or  condition   (financial  or  otherwise)  of  the  Company  and  the
Subsidiaries,  taken as a whole, or (iii) adversely impair the Company's ability
to perform fully on a timely basis its obligations  under any of the Transaction
Documents (any of (i), (ii) or (iii), a "Material Adverse Effect").

      3.2  Authorization  of  Agreement,   Etc.  The  execution,   delivery  and
performance by the Company of this  Agreement  have been duly  authorized by all
requisite  corporate  action by the Company;  and this  Agreement  has been duly
executed  and  delivered  by the  Company.  This  Agreement,  when  executed and
delivered by the Company,  constitutes  the valid and binding  obligation of the
Company,  enforceable against the Company in accordance with its terms,  subject
to applicable  bankruptcy,  insolvency,  reorganization,  fraudulent conveyance,
moratorium  or other  similar  laws  affecting  creditors'  rights and  remedies
generally,  and subject as to  enforceability  to general  principles  of equity
(regardless  of  whether  enforcement  is  sought in a  proceeding  at law or in
equity).

      3.3  No  Conflicts.  The  execution,   delivery  and  performance  of  the
Transaction  Documents by the Company and the consummation by the Company of the
transactions  contemplated  thereby do not and will not:  (i)  conflict  with or
violate any  provision  of the  Company's  or any  Subsidiary's  certificate  or
articles of incorporation,  bylaws or other organizational or charter documents,
or (ii) subject to obtaining the Required Approvals (as defined below), conflict
with,  or constitute a default (or an event that with notice or lapse of time or
both would become a default) under, or give to others any rights of termination,
amendment,  acceleration or cancellation (with or without notice,  lapse of time
or  both)  of,  any  agreement,   credit  facility,  debt  or  other  instrument
(evidencing a Company or Subsidiary debt or otherwise) or other understanding to
which the Company or any Subsidiary is a party or by which any property or asset
of the Company or any  Subsidiary  is bound or  affected,  or (iii)  result in a
violation of any law, rule, regulation,  order, judgment,  injunction, decree or
other restriction of any court or governmental authority to which the Company or
a  Subsidiary  is  subject  (including  federal  and state  securities  laws and
regulations),  or by which any  property or asset of the Company or a Subsidiary
is bound or affected; except in the case of each of clauses (ii) and (iii), such
as could not,  individually  or in the  aggregate,  have or result in a Material
Adverse Effect.


                                       2
<PAGE>

      3.4  Filings,  Consents  and  Approvals.   Neither  the  Company  nor  any
Subsidiary is required to obtain any consent, waiver, authorization or order of,
give any notice to, or make any filing or registration  with, any court or other
federal,  state,  local or other  governmental  authority  or  other  Person  in
connection  with the execution,  delivery and  performance by the Company of the
Transaction  Documents,  other than (i) the filing  with the  Commission  of the
Registration  Statement  and (ii) the filing of Form D with the  Commission  and
such filings as are required to be made under applicable state securities laws.

      3.5 Issuance of the  Securities.  The Securities are duly  authorized and,
when  issued  and  paid  for  in  accordance  with  the  applicable  Transaction
Documents, will be duly and validly issued, fully paid and non assessable,  free
and clear of all  Liens.  The  Company  has  reserved  from its duly  authorized
capital stock a sufficient  number of shares of Common Stock for issuance of the
Securities issuable at the Closing.

      3.6 Litigation.  There is no action,  suit, inquiry,  notice of violation,
proceeding  or  investigation  pending  or,  to the  knowledge  of the  Company,
threatened  against or affecting  the Company,  any  Subsidiary  or any of their
respective  properties  before  or by any  court,  arbitrator,  governmental  or
administrative agency or regulatory authority (federal,  state, county, local or
foreign) (collectively,  an "Action") which: (i) adversely affects or challenges
the legality,  validity or enforceability of any of the Transaction Documents or
the  Securities  or  (ii)  could,   if  there  were  an  unfavorable   decision,
individually or in the aggregate,  have or reasonably be expected to result in a
Material  Adverse  Effect.  Neither  the  Company  nor any  Subsidiary,  nor any
director or officer thereof,  is or has been the subject of any Action involving
a claim of violation of or liability under federal or state securities laws or a
claim of breach of fiduciary duty.

      3.7 Compliance.  Neither the Company nor any Subsidiary: (i) is in default
under or in  violation  of (and no event has  occurred  that has not been waived
that,  with  notice or lapse of time or both,  would  result in a default by the
Company or any Subsidiary under), nor has the Company or any Subsidiary received
notice of a claim that it is in default under or that it is in violation of, any
indenture,  loan or credit  agreement or any other  agreement or  instrument  to
which it is a party or by which it or any of its properties is bound (whether or
not such  default or  violation  has been  waived),  (ii) is in violation of any
order of any court,  arbitrator or governmental body, or (iii) is or has been in
violation of any statute,  rule or  regulation  of any  governmental  authority,
except in each case as could  not,  individually  or in the  aggregate,  have or
result in a Material Adverse Effect.

      3.8 Labor Relations. No material labor dispute exists or, to the knowledge
of the Company, is imminent with respect to any of the employees of the Company.

      3.9  Title to  Assets.  The  Company  and the  Subsidiaries  have good and
marketable  title in fee  simple  to all  real  property  owned by them  that is
material  to the  business  of the  Company  and the  Subsidiaries  and good and
marketable title in all personal  property owned by them that is material to the
business of the Company and the Subsidiaries, in each case free and clear of all
Liens,  except for Liens as do not materially  affect the value of such property
and do not  materially  interfere  with the use made and  proposed to be made of
such  property  by the  Company  and the  Subsidiaries.  Any real  property  and
facilities held under lease by the Company and the Subsidiaries are held by them
under  valid,  subsisting  and  enforceable  leases of which the Company and the
Subsidiaries are in compliance.


                                       3
<PAGE>

      3.10 Patents and  Trademarks.  Schedule  3.10 lists all of the Company and
the  Subsidiaries'   patents,   patent   applications,   trademarks,   trademark
applications, service marks, trade names, copyrights, licenses and other similar
rights (collectively,  the "Intellectual Property Rights").  Neither the Company
nor any Subsidiary has received a written notice that the Intellectual  Property
Rights used by the Company or any  Subsidiary  violates  or  infringes  upon the
rights of any Person.  To the  knowledge of the Company,  all such  Intellectual
Property Rights are enforceable and there is no existing infringement by another
Person of any of the Intellectual Property Rights.

      3.11 Insurance.  The Company and the  Subsidiaries are insured by insurers
of recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary in the  businesses in which the Company and
the Subsidiaries are engaged.  Copies of the Company's  insurance  contracts and
policies shall be delivered to Purchaser upon Purchaser's  request.  Neither the
Company nor any Subsidiary has any reason to believe that it will not be able to
renew its existing  insurance  coverage as and when such coverage  expires or to
obtain  similar  coverage from similar  insurers as may be necessary to continue
its business without a significant increase in cost.

      3.12 [intentionally omitted]

      3.13  Internal  Accounting  Controls.  The  Company  and the  Subsidiaries
maintain  a  system  of  internal  accounting  controls  sufficient  to  provide
reasonable  assurance  that (i)  transactions  are executed in  accordance  with
management's general or specific authorizations,  (ii) transactions are recorded
as necessary to permit  preparation of financial  statements in conformity  with
generally accepted accounting  principles and to maintain asset  accountability,
(iii) access to assets is permitted only in accordance with management's general
or specific  authorization,  and (iv) the recorded  accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.

      3.14 Disclosure.  The Company  understands and confirms that the Purchaser
will  rely  on  the  foregoing  representations  in  effecting  transactions  in
securities of the Company.  All disclosure  provided to the Purchaser  regarding
the Company, its business and the transactions contemplated hereby, furnished by
or on behalf of the Company with respect to the  representations  and warranties
made  herein  are true and  correct  with  respect to such  representations  and
warranties and do not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements  made therein,
in light of the circumstances under which they were made, not misleading.

      3.15 Tax  Status.  The Company  and each of its  Subsidiaries  has made or
filed all federal,  state and foreign income and all other tax returns,  reports
and declarations required by any jurisdiction to which it is subject (unless and
only to the extent that the Company and each of its  Subsidiaries  has set aside
on its books  provisions  reasonably  adequate for the payment of all unpaid and
unreported taxes) and has paid all taxes and other governmental  assessments and
charges  that are  material  in amount,  shown or  determined  to be due on such
returns,  reports and  declarations,  except those being contested in good faith
and has set aside on its books provisions reasonably adequate for the payment of
all taxes for periods  subsequent to the periods to which such returns,  reports
or declarations  apply. There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any  jurisdiction,  and the officers of the
Company  know of no basis for any such claim.  The  Company  has not  executed a
waiver with respect to the statute of limitations  relating to the assessment or
collection of any foreign,  federal,  statue or local tax. None of the Company's
tax returns is presently being audited by any taxing authority.


                                       4
<PAGE>

      3.16  No  Disagreements  with  Accountants  and  Lawyers.   There  are  no
disagreements of any kind presently existing,  or reasonably  anticipated by the
Company to arise,  between the  accountants  and lawyers  formerly or  presently
employed by the Company and the Company is current with respect to any fees owed
to its accountants and lawyers.

4.    Representations and Warranties of Purchaser.

      Purchaser hereby  represents and warrants to the Company as of the Closing
as follows:

      4.1 Authorization of the Agreement.

      Purchaser has all requisite  power and authority  (corporate or otherwise)
to execute,  deliver and perform the Subscription Application and this Agreement
(sometimes  referred to hereinafter  collectively as the "Financing  Documents")
and the  transactions  contemplated  thereby  and  hereby,  and  the  execution,
delivery and performance by Purchaser of the Financing  Documents have been duly
authorized  by all  requisite  action  by  Purchaser  and  each  such  Financing
Document,  when  executed and  delivered by  Purchaser,  constitutes a valid and
binding  obligation of Purchaser,  enforceable  against  Purchaser in accordance
with its terms, subject to applicable  bankruptcy,  insolvency,  reorganization,
fraudulent  conveyance,  moratorium or other similar laws  affecting  creditors'
rights and remedies  generally,  and subject,  as to enforceability,  to general
principles  of  equity  (regardless  of  whether  enforcement  is  sought  in  a
proceeding at law or in equity).

      4.2 Investment Representations. All of the representations, warranties and
information  of  Purchaser   provided  in  the   Subscription   Application  are
incorporated  herein and made a part hereof by this  reference and shall be true
at the Closing with the same effect as though made at the Closing.

      5. Brokers and Finders.

The   Company  shall not be obligated to pay any  commission,  brokerage  fee or
      finder's  fee based on any  alleged  agreement  or  understanding  between
      Purchaser and a third person in respect of the  transactions  contemplated
      hereby. Purchaser hereby agrees to indemnify the Company against any claim
      by any third person for any commission, brokerage or finder's fee or other
      payment with respect to this  Agreement or the  transactions  contemplated
      hereby based on any alleged  agreement or understanding  between Purchaser
      and such third  person,  whether  express or implied  from the  actions of
      Purchaser.


                                       5
<PAGE>

6.    Indemnifications.

      6.1 Company  Indemnification.  The  Company  will  indemnify  and hold the
Purchaser and its directors,  officers,  shareholders,  partners,  employees and
agents  (each,  a  "Purchaser   Party")   harmless  from  any  and  all  losses,
liabilities,  obligations,  claims, contingencies,  damages, costs and expenses,
including all judgments, amounts paid in settlements, court costs and reasonable
attorneys'  fees and costs of  investigation  that any such Purchaser  Party may
suffer or incur as a result of or relating to any  misrepresentation,  breach or
inaccuracy of any of the  representations,  warranties,  covenants or agreements
made by the Company in this Agreement or in the other Transaction Documents

      6.2 Purchaser  Indemnification.  Purchaser  hereby agrees to indemnify and
defend (with  counsel  acceptable  to the Company) the Company and its officers,
directors,  employees and agents and hold them harmless from and against any and
all liability,  loss,  damage,  cost or expense,  including costs and reasonable
attorneys' fees, incurred on account of or arising from:

      (i) Any breach of or inaccuracy in Purchaser's representations, warranties
or agreements herein or in the Subscription Application; and

      (ii)  Any  action,  suit  or  proceeding  based  on a  claim  that  any of
Purchaser's  representations and warranties in the Subscription Application were
inaccurate or misleading,  or otherwise  cause for obtaining  damages or redress
from the  Company or any  officer,  director,  employee  or agent of the Company
under the Securities Act.

7.    Registration Rights.

If the Company at any time  proposes for any reason to register  its  restricted
common stock under the  Securities  Act of 1933,  as amended (the "Act")  (other
than on Form S-4 or Form S-8  promulgated  under the Act or any successor  forms
thereto),  including,  without  limitation,  as  required  by Section 12 of that
certain New Lenscard  Transaction  Summary dated June 13, 2003, it shall include
in such registration all of the Common Stock on the same terms and conditions as
the securities otherwise being registered in such registration.

8.    Escrow Agent.

      Purchaser  understands  that  the  Company  has  appointed  the  law  firm
Richardson & Patel,  LLP to serve as the escrow  agent (the "Escrow  Agent") for
the   transactions   contemplated  by  this  Agreement.   The  Escrow  Agent  is
concurrently  acting as the  Company's  legal  counsel and all fees and expenses
incurred by the Escrow Agent shall be paid by the Company.  Purchaser agrees and
acknowledges that the duties of the Escrow Agent are only ministerial in nature,
and the Escrow Agent shall incur no liability except for gross negligence or bad
faith.  The Escrow Agent is hereby  instructed to receive (i) the purchase price
of the  investment  to be  deposited  by Purchaser at the Closing and held in an
attorney  trust account  designated by the Escrow Agent;  (ii) the Securities in
proper  form (in the name of  Purchaser  and in the  correct  amount)  and (iii)
original  or  copies  of  signature  pages  of  this  Agreement  and  any  other
Transaction  Documents.  At the Closing,  and upon receipt of the aforementioned
items,  the Escrow  Agent  shall (x)  release  the  deposited  funds  along with
original  or  copies  of the  signature  pages to this  Agreement  and any other
Transaction  Documents  to the Company;  and (y) shall  release the Common Stock
certificate(s)  and the  originally  executed  Warrant  along with copies of the
signature  pages  to this  Agreement  and any  other  Transaction  Documents  to
Purchaser.


                                       6
<PAGE>

9.    Successors and Assigns.

      This  Agreement  shall  bind and  inure  to the  benefit  of the  Company,
Purchaser and their respective successors and assigns.

10.   Entire Agreement.

      This Agreement and the other  writings and agreements  referred to in this
Agreement  or  delivered   pursuant  to  this   Agreement   contain  the  entire
understanding  of the  parties  with  respect to the subject  matter  hereof and
supersedes  all prior  agreements  and  understandings  among the  parties  with
respect thereto.

11.   Notices.

      All notices, demands and requests of any kind to be delivered to any party
in  connection  with this  Agreement  shall be in writing and shall be deemed to
have   been   duly   given   if    personally    delivered   or   if   sent   by
internationally-recognized overnight courier or by registered or certified mail,
return receipt  requested and postage prepaid,  addressed as follows:  if to the
Company, to:

         LensCard Corporation
         11601 Wilshire Blvd.  Suite 2160
         Los Angeles, CA 90025
         Telecopier: (310) 312-5367

         with a copy to:

         Richardson & Patel LLP
         10900 Wilshire Blvd., Suite 500
         Los Angeles, CA 90024
         Telecopier: (310) 208-1154
         Attention: Kevin Friedmann, Esq.

         if to Purchaser, to:
         the address of Purchaser set forth on the signature page hereto;


                                       7
<PAGE>

      or to such other  address  as the party to whom  notice is to be given may
have  furnished to the other parties to this  Agreement in writing in accordance
with the provisions of this Section.  Any such notice or communication  shall be
deemed to have been received (i) in the case of personal  delivery,  on the date
of such  delivery,  (ii) in the  case  of  internationally-recognized  overnight
courier, on the next business day after the date when sent and (iii) in the case
of mailing,  on the third business day following that on which the piece of mail
containing such communication is posted.

12.   Amendments.

      This Agreement may not be modified or amended, or any of the provisions of
this Agreement waived, except by written agreement of the Company and Purchaser.

13.   Governing Law; Waiver of Jury Trial.

      All questions concerning the construction,  interpretation and validity of
this  Agreement  shall be governed by and  construed  and enforced in accordance
with the  domestic  laws of  Delaware  without  giving  effect to any  choice or
conflict of law provision or rule (whether in the State of Delaware or any other
jurisdiction)  that would cause the application of the laws of any  jurisdiction
other than the State of Delaware. In furtherance of the foregoing,  the internal
law of the State of Delaware will control the interpretation and construction of
this Agreement,  even if under such jurisdiction's  choice of law or conflict of
law analysis, the substantive law of some other jurisdiction would ordinarily or
necessarily apply.

BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX  FINANCIAL  TRANSACTIONS ARE
MOST QUICKLY AND  ECONOMICALLY  RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND
THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION  RULES),  THE
PARTIES  DESIRE  THAT  THEIR  DISPUTES  BE  RESOLVED  BY A JUDGE  APPLYING  SUCH
APPLICABLE LAWS.  THEREFORE,  TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF
THE JUDICIAL  SYSTEM AND OF  ARBITRATION,  THE PARTIES HERETO WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY
RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO.

14.   Submission to Jurisdiction.

      Any legal action or proceeding with respect to this Agreement or the other
Financing  Documents  may be  brought in the courts of the State of New York and
the United States of America  located in the City of New York, New York,  U.S.A.
and, by execution and delivery of this Agreement, the Company hereby accepts for
itself  and in respect  of its  property,  generally  and  unconditionally,  the
jurisdiction of the aforesaid courts.  Purchaser hereby  irrevocably  waives, in
connection with any such action or proceeding, any objection, including, without
limitation,  any  objection  to the venue or based on the  grounds  of forum non
conveniens,  which  it may now or  hereafter  have to the  bringing  of any such
action  or  proceeding  in  such  respective  jurisdictions.   Purchaser  hereby
irrevocably  consents  to the  service of  process of any of the  aforementioned
courts in any such  action or  proceeding  by the  mailing of copies  thereof by
registered or certified mail, postage prepaid, to it at its address as set forth
herein.


                                       8
<PAGE>

15.   Severability.

      It is the desire and intent of the  parties  that the  provisions  of this
Agreement be enforced to the fullest extent permissible under the law and public
policies  applied  in  each   jurisdiction  in  which   enforcement  is  sought.
Accordingly,  in the event that any provision of this Agreement would be held in
any jurisdiction to be invalid, prohibited or unenforceable for any reason, such
provision, as to such jurisdiction,  shall be ineffective,  without invalidating
the  remaining  provisions  of this  Agreement  or  affecting  the  validity  or
enforceability  of  such  provision  in any  jurisdiction.  Notwithstanding  the
foregoing,  if such  provision  could  be more  narrowly  drawn  so as not to be
invalid, prohibited or unenforceable in such jurisdiction,  it shall, as to such
jurisdiction,   be  so  narrowly  drawn,   without  invalidating  the  remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.

16.   Independence of Agreements, Covenants, Representations and Warranties.

      All agreements and covenants  hereunder shall be given independent  effect
so that if a certain  action or condition  constitutes a default under a certain
agreement  or  covenant,  the fact that such action or condition is permitted by
another  agreement or covenant  shall not affect the occurrence of such default,
unless expressly permitted under an exception to such covenant. In addition, all
representations  and warranties  hereunder shall be given independent  effect so
that if a  particular  representation  or warranty  proves to be incorrect or is
breached,  the fact that another  representation or warranty concerning the same
or similar  subject  matter is correct  or is not  breached  will not affect the
incorrectness of or a breach of a  representation  and warranty  hereunder.  The
exhibits  and  any  schedules  attached  hereto  are  hereby  made  part of this
Agreement in all respects.

17.   Counterparts.

      This  Agreement  may be executed in any number of  counterparts,  and each
such counterpart of this Agreement shall be deemed to be an original instrument,
but all such counterparts together shall constitute but one agreement. Facsimile
counterpart signatures to this Agreement shall be acceptable and binding.

18.   Headings.

      The section and  paragraph  headings  contained in this  Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

19.   Expenses.

      Purchaser  shall  pay  Purchaser's  own  fees  and  expenses  incurred  in
connection  with  the  negotiation,  execution  and  delivery  of the  Financing
Documents.


                                       9
<PAGE>

20.   Preparation of Agreement.

      The Company  prepared  this  Agreement  and the  Subscription  Application
solely on its behalf.  Each party to this Agreement  acknowledges  that: (i) the
party had the  advice  of, or  sufficient  opportunity  to obtain the advice of,
legal  counsel  separate and  independent  of legal  counsel for any other party
hereto;  (ii) the terms of the  transactions  contemplated by this Agreement are
fair and reasonable to such party; and (iii) such party has voluntarily  entered
into the transactions contemplated by this Agreement without duress or coercion.
Each party further acknowledges that such party was not represented by the legal
counsel  of  any  other  party  hereto  in  connection  with  the   transactions
contemplated  by  this  Agreement,  nor  was  he  or  it  under  any  belief  or
understanding  that such legal counsel was  representing  his or its  interests.
Each party agrees that no conflict,  omission or ambiguity in this Agreement, or
the interpretation  thereof,  shall be presumed,  implied or otherwise construed
against  any other  party to this  Agreement  on the basis  that such  party was
responsible for drafting this Agreement.

                                    * * * * *


                                       10
<PAGE>

IN WITNESS WHEREOF,  each of the undersigned has duly executed this Common Stock
Purchase Agreement as of the date first written above.

COMPANY:

LENSCARD CORPORATION


By:      /s/ Alan Finkelstein
         -------------------------------
         Name:  Alan Finkelstein
         Title:  Chief Executive Officer


PURCHASER:    /s/ Paul Kessler


Bristol Capital, LLC                        ____________________________________
Name of Purchaser (Individual or            Name of Individual representing
Institution)                                Purchaser (if an Institution)


Member______________________                ____________________________________
Title of Individual representing            Signature of Individual Purchaser or
Purchaser (if an Institution)               Individual representing Purchaser


Address:
________________________________

Telephone:
________________________________

Telecopier:
________________________________


<PAGE>

                                  SCHEDULE 3.10

PATENTS

ISSUED PATENTS

--------------------------------------------------------------------------------
TITLE                                         U.S. PAT. NO.   ISSUE DATE
--------------------------------------------------------------------------------
Credit Card with Magnifying Lens Design       D 359,305       June 13, 1995
--------------------------------------------------------------------------------
Credit Card with Magnifying Lens              D 387,802       December 16, 1997
--------------------------------------------------------------------------------
Credit Card with Magnifying Lens              5,412,199       May 2, 1995
--------------------------------------------------------------------------------
Credit Card with a Fresnel Magnifying Lens    5,434,405       July 18, 1995
Formed in a Section of the Transparent Core
--------------------------------------------------------------------------------
Credit Card with Magnifying Lens              5,608,203       March 4, 1997
--------------------------------------------------------------------------------
Credit Card with Magnifying Lens Formed       5,856,661       January 5, 1999
with a Radiation-Curable Resin
--------------------------------------------------------------------------------
Method for Making a Wallet Card with an       6,176,430       January 23, 2001
Integral Magnifying Lens
--------------------------------------------------------------------------------

D 359,305          Credit Card with Magnifying Lens Design

                   Ornamental   designs  of  a  credit  card  with  horizontally
                   elongated and vertically elongated fresnel lenses.


D 387,802          Credit Card with Magnifying Lens

                   Ornamental   design  of  a  credit  card  with  a  full-width
                   horizontally elongated fresnel lens.


5,412,199          Credit Card with Magnifying Lens

                   A credit card includes an integral magnifying lens positioned
                   in the  non-data  area  on the  credit  card  for  permitting
                   magnification  of the  credit  card  transaction  form at the
                   point-of-sale.  The  placement  of the lens  assures that the
                   machine  readability  of the magnetic  encoding strip and the
                   embossed  indicia  associated  with the card is not impaired.
                   The magnifying lens incorporates a fresnel-type  contour lens
                   mounted in a "frame" provided in the credit card base.


5,434,405          Credit Card with a Fresnel Magnifying Lens Formed in a
                   Section of the Transparent Core

                   A financial  transaction  card adapted for  individual use in
                   reading  information  stored  externally to the card,  having
                   machine readable  information  contained thereon  identifying
                   the user and the issuing institution for transacting business
                   at locations remote from the issuing  institution,  includes:
                   (i) a  rigid  substantially  rectangular  base  comprising  a
                   substantially  transparent  material and having a top surface
                   and a  bottom  surface;  (ii)  machine  readable  information
                   carried on the base for  identifying the user and the issuing
                   institution;   and  (iii)  a  magnifying   lens  produced  by
                   formation of fresnel  contour lines on the top surface of the
                   base and in  non-interfering  relationship  with the  machine
                   readable information.

<PAGE>

5,608,203          Credit Card with Magnifying Lens

                   A  financial  transaction  card  adapted  for use in  reading
                   externally stored information includes a rigid base comprised
                   of  a  plastic  material  having  a  transparent   area,  the
                   transparent  area having an upper  surface upon which fresnel
                   contours are formed to create a magnifying  lens. The card is
                   substantially  non-foldable over its entire length and entire
                   width.  The card further includes a strip affixed on the base
                   for  carrying  machine  readable   information  and  embossed
                   alpha-numeric indicia.

5,856,661          Credit Card with Magnifying Lens Formed with a
                   Radiation-Curable Resin

                   A financial  transaction card for reading  externally  stored
                   information    includes    a    transparent,    substantially
                   non-foldable  rigid  base and a strip  for  carrying  machine
                   readable  information.  The rigid base comprises a magnifying
                   lens. The lens is formed by machining a shallow cavity in the
                   rigid  base;  partially  filling  the cavity with a radiation
                   curable  liquid  resin;  impressing  a  lens  pattern  on the
                   surface of the resin with a die;  and  exposing  the resin to
                   radiation of sufficient intensity to cure the resin.

6,176,430          Method for Making a Wallet Card with an Integral Magnifying
                   Lens

                   A wallet card  adapted for use in reading  externally  stored
                   information    includes    a    transparent,    substantially
                   non-foldable  semi-rigid base. The semi-rigid base includes a
                   magnifying lens. The lens is formed by heating a lens forming
                   die to a  temperature  sufficient to soften the base material
                   and then  cooling the die prior to  withdrawing  the die from
                   the base material.

PATENT APPLICATIONS

--------------------------------------------------------------------------------
                                                              Article II FILING
Article I TITLE                                 SERIAL NO.           DATE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Wallet Card with a Magnifying Lens and Light    09/ 767,317  January 22, 2001
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Wallet Card with a Built-In Light               10/167,259     June 11, 2002
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Transaction Card with Annunciator               10/213,475    August 6, 2002
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Method for Making a Financial Transaction       10/300,168   November 20, 2002
Card with Embedded  Electronic Circuitry
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Transaction Card with Recorded Sound            10/ 300,556  November 20, 2002
--------------------------------------------------------------------------------

<PAGE>

09/ 767,317        Wallet Card with a Magnifying Lens and Light

                   A wallet card  adapted for use in reading  externally  stored
                   information    includes    a    transparent,    substantially
                   non-foldable semi-rigid base. The semi-rigid base comprises a
                   magnifying  lens. One or more lights are disposed in the card
                   base  to  illuminate  objects  being  viewed  in  a  darkened
                   environment. The lights are activated by a pressure switch on
                   the card.

10/167,259         Wallet Card with a Built-In Light

                   A wallet card,  such as a financial  transaction  card, has a
                   thin,  flat,  substantially  rigid  substrate and a source of
                   illumination  disposed  within  the  substrate.  A source  of
                   electrical  current is coupled to the source of  illumination
                   and a switch is provided to  selectively  close an electrical
                   circuit  between  the source of  electrical  current  and the
                   source of illumination.  Optionally,  the semi-rigid base may
                   include a magnifying lens.

10/213,475         Transaction Card with Annunciator

                   A  financial   transaction   card  that   complies  with  all
                   applicable ISO standards  includes an annunciator to generate
                   a  human   perceptible   indication  upon   activation.   The
                   annunciator  may be audio,  such as a pre-recorded  sound, or
                   may be  visual,  such  as a  light.  The  annunciator  may be
                   user-activated  and/or  may  be  activated  upon  use  of the
                   financial   transaction   card  in  a  reading  device.   The
                   annunciator,  being  relatively  more  difficult to implement
                   than a conventional  transaction card, serves to authenticate
                   the card.

10/300,168         Method for Making a Financial Transaction Card with Embedded
                   Electronic Circuitry

                   Financial transaction and similar cards are fabricated with a
                   split core adapted to received embedded electronic circuitry.
                   The card core has two or more laminated  layers.  A cavity is
                   milled  into  one  or  more  of the  layers  to  receive  the
                   electronic  circuitry.  The core  layers  are then  laminated
                   together,   along  with  protective   overlays.   Alternative
                   fabrication   methods  include   co-extrusion  and  injection
                   molding.

10/ 300,556        Transaction Card with Recorded Sound

                   A distinctive  recorded sound is generated when a credit card
                   or  other  financial  transaction  card is used at a point of
                   sale (POS) terminal.  As is common, the POS terminal includes
                   a card reader  through  which the card is swiped to read data
                   that is encoded on a magnetic  stripe affixed to the card. In
                   one embodiment of the  invention,  a recorded sound is stored
                   in the card and played  back within the card when the card is
                   swiped. In another embodiment,  a recorded sound is stored in
                   the card and is played back  through the card reader when the
                   card is swiped. In yet another  embodiment,  a recorded sound
                   is stored in the card reader and is played  back  through the
                   card reader when the card is swiped

<PAGE>

TRADEMARKS

LensCard is a registered trademark owned by the Company.

<PAGE>

                                    EXHIBIT A

                        EXECUTED SUBSCRIPTION APPLICATION

<PAGE>

                                    EXHIBIT B

                                 FORM OF WARRANT