**Exhibit
      (10)-qq**





**LETTER
      WAIVER**








Dated
      as
      of January 26, 2007





To
      the
      banks, financial institutions


and
      other
      institutional lenders


(collectively,
      the "Lenders")


parties
      to the Credit Agreement


referred
      to below and to Citibank, N.A.,


as
      agent
      (the "Agent") for the Lenders





Ladies
      and Gentlemen:





We
      refer
      to the Five Year Credit Agreement dated as of July 26, 2005 (the "Credit
      Agreement") among the undersigned and you, and the letter waivers thereunder
      dated November 23, 2005 (the “First Letter Waiver”), February 17, 2006 (the
“Second Letter Waiver”), May 15, 2006 (the “Third Letter Waiver”), August 23,
      2006 (the “Fourth Letter Waiver”) and December 8, 2006 (effective December 15,
      2006 and referred to herein as the “Fifth Letter Waiver” and collectively, with
      the First Letter Waiver, the Second Letter Waiver, the Third Letter Waiver
      and
      the Forth Letter Waiver, the “Waivers”). Capitalized terms not otherwise defined
      in this Letter Waiver have the same meanings as specified in the Credit
      Agreement and the Waivers.




Reference
      is made to each of Borrower’s Announcements and the events described under the
      prior Waivers, and the prior definitions of Announcements are amended hereby
      to
      include Borrower’s Current Report on Form 8-K, filed December 21, 2006 (grant of
      second additional trading period from New York Stock Exchange (the “NYSE”) and
      compliance with certain NYSE corporate governance disclosure
      requirements).





In
      light
      of these events described in the Announcements, and other confidential
      information which Borrower has disclosed to Agent and Lenders orally and in
      writing prior to the date hereof under the terms of confidentiality agreements
      executed with each Lender (the “Confidential Disclosures”), Borrower has
      requested, and the Required Lenders hereby agree that the term “Waiver
      Termination Date” as
      defined in the Waivers is superseded and is hereby defined for all purposes
      as
      the earlier of (i) April 30, 2007 or (ii) the effective date of any Form 25
      to
      strike Borrower's securities from listing filed by the NYSE with the U.S.
      Securities and Exchange Commission as a result of Borrower's failure to file
      its
      2005 10-K within additional trading periods granted by the NYSE .
      The
      terms of the Third Letter Waiver, the Fourth Letter Waiver and the Fifth Letter
      Waiver shall remain in full force and effect, as modified by this Letter Waiver,
      including, without limitation, paragraphs (and any subparagraphs) three and
      five
      of the Third Letter Waiver; provided , however ,
      that
      the sixth paragraph of the Third Letter Waiver shall be deleted in its entirety
      and replaced with the following:





“In
      addition to the foregoing:





(i)
      when
      filed with the SEC, Borrower’s 2005 10-K will contain restatements of prior
      period financial statements, including, without limitation, for the fiscal
      year
      2004 (the “Restatements”). In addition to the waiver granted above,
      automatically and without further action by the parties hereto, upon the filing
      by Borrower of the 2005 10-K, your execution of this Letter Waiver evidences
      your permanent and irrevocable waiver of any misrepresentation of the matters
      set forth in Sections 4.01(e) and 4.01(k) of the Credit Agreement and any breach
      of Borrower’s covenants and agreements set forth in Sections 5.01(a) (as related
      to filings required by the Trust Indenture Act of 1939 (the “TIA”) for fiscal
      years 2004 and 2005), 5.01(f) or 5.01(h) of the Credit Agreement with respect
      to
      periods covered 2005 10-K; and





(ii)  when
      filed with the SEC, Borrower’s 2006 Annual Report on Form 10-K (“2006 10-K”)
      will contain the selected quarterly financial information for fiscal year 2006.
      In addition to the waiver granted above, automatically and without further
      action by the parties hereto, upon the filing by Borrower of the 2006 10-K,
      your
      execution of this Letter Waiver evidences your permanent and irrevocable waiver
      of any misrepresentation of the matters set forth in Sections 4.01(k) of the
      Credit Agreement and any breach of Borrower’s covenants and agreements set forth
      in Sections 5.01(a) (as related to filings required by the TIA for fiscal year
      2006), 5.01(f) or 5.01(h) of the Credit Agreement with respect to periods
      covered by the 2006 10-K.”





In
      addition, the Required Lenders hereby agree to amend Section 6.01(d) of the
      Credit Agreement to delete the figure “$50,000,000” and substitute therefor the
      figure “$70,000,000”.





The
      amount of the Monthly Fee, as defined in paragraph seven of the Third Letter
      Waiver, shall remain as set forth therein. However, payment of the Monthly
      Fee will be
      made on February 1, 2007, March 1, 2007 and April 2, 2007; provided, however,
      in
      the event Borrower files its 2006 Form 10-K on or before February 28, 2007,
      then
      it will have no obligation to make the March and April payments, and if the
      Borrower files its 2006 Form 10-K on or before March 31, 2007, then it will
      have
      no obligation to make the April payment.





This
      Letter Waiver shall become effective as of January 31, 2007 if, as of that
      date,
      the Agent has received counterparts of this Letter Waiver executed on behalf
      of
      Borrower and the Required Lenders or, as to any of the Lenders, advice
      satisfactory to the Agent that such Lender has executed this Letter
      Waiver.





If
      you
      agree to the terms and provisions of this Letter Waiver, please evidence such
      agreement by executing and returning at least two counterparts of this Letter
      Waiver to Susan Hobart, Shearman & Sterling LLP, 599 Lexington Avenue, New
      York, New York 10022.





With
      respect to the matters waived hereunder, nothing in this Letter Waiver shall
      constitute an admission (1) of liability with respect to such matters, (2)
      that
      a breach of any representation, warranty, covenant or other provisions of the
      Credit Agreement has occurred, or (3) that any Default or Event of Default
      has
      occurred under the Credit Agreement.





The
      Waivers, as modified by each other and this Letter Waiver, shall represent
      the
      entire agreement with respect to the matters contained herein and, except where
      otherwise noted herein or therein, shall supersede any prior agreements whether
      written or oral. This Letter Waiver may





be
      executed in any number of counterparts and by different parties hereto in
      separate counterparts, each of which when so executed shall be deemed to be
      an
      original and all of which taken together shall constitute one and the same
      agreement. Delivery of an executed counterpart of a signature page to this
      Letter Waiver by telecopier or other electronic means shall be effective as
      delivery of a manually executed counterpart of this Letter Waiver.




This
      Letter Waiver shall be governed by, and construed in accordance with, the laws
      of the State of New York.





Very
      truly yours,





BAUSCH
      & LOMB INCORPORATED





By  /s/
      Efrain Rivera


Efrain
      Rivera


Vice
      President and Treasurer





Agreed
      as
      of the date first above written:





CITIBANK,
      NA.,


as
      Agent
      and as Lender





By /s/
      Bob Kane


Name:
      Bob
      Kane


Title:
      Managing Director





KEYBANK
      NATIONAL ASSOCIATION





By
/s/
      Marianne Meil


Name:
      Marianne Meil


Title:
      Senior Vice President





BARCLAYS
      BANK PLC





By /s/
      David Barton


Name:
      David Barton


Title:
      Associate Director





BANK
      OF
      TOKYO-MITSUBISHI UFJ TRUST


COMPANY
      (f/k/a Bank of Tokyo-Mitsubishi Trust


Company)





By /s/
      Harumi Kambara


Name:
      Harumi Kambara


Title:
      Assistant Vice President





JPMORGAN
      CHASE BANK, N.A.





By /s/
      Bruce Yoder


Name:
      Bruce Yoder


Title:
      Vice Preisdent


MIZUHO
      CORPORATE BANK, LTD.





By /s
      Raymond Ventura


Name:
      Raymond Ventura


Title:
      Deputy General Manager





U.S.
      BANK
      NATIONAL ASSOCIATION





By /s/
      Eric Cosgrove


Name:
      Eric Cosgrove


Title:
      Assistant Vice President





ALLIED
      IRISH BANKS, P.L.C.





By /s/
      Germaine Reusch


Name:
      Germaine Reusch


Title:
      Director





By /s/
      Anthony O’Reilly


Name:
      Anthony O’Reilly


Title:
      Senior Vice President





HSBC
      BANK
      USA, NATIONAL ASSOCIATION





By /s/
      John Carroll


Name:
      John Caroll


Title:
      First Vice President





THE
      NORTHERN TRUST COMPANY





By /s/
      Alex Nikolov


Name:
      Alex Nikolov


Title:
      Second Vice President