**Exhibit
        (10)-z**
 
 EXECUTION
        COPY
  **LETTER
        WAIVER**
 
  Dated
        as
        of November 23, 2005
 
 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. Capitalized terms not otherwise defined in this
        Letter
        Waiver have the same meanings as specified in the Credit Agreement.
  Reference
        is made to the Borrower's (1) press releases, dated October 26, 2005 and
        November 3, 2005, and (2) filings with the U.S. Securities and Exchange
        Commission on Form 8-K, dated October 27, 2005, and on Form 12(b)-25, dated
        November 3, 2005, related to its subsidiary, BL Industria Otica, Ltda
        (" BLIO ")
        and
        the Borrower's related investigation (collectively the " BLIO
        Announcements ").
        The
        events include, without limitation, allegations of improper management, improper
        accounting and unpaid taxes of BLIO, which may result in the need for the
        Borrower to
        delay
        delivery of its financial statements to you under the Credit Agreement, delay
        certain of its filings with the Securities and Exchange Commission and to
        restate its financial statements for prior periods, and that such a restatement,
        if necessary, would also require that out-of-period entries made in prior
        periods, unrelated to the BLIO events, be reclassified to the appropriate
        prior
        period. The Borrower has requested, and the Required Lenders have agreed,
        to
        waive the impact of the matters described in the BLIO Announcements,
        including, without limitation, the impact of the events described in the
        foregoing sentence, to the extent that any restatements of the Borrower's
        financial statements for prior financial periods do not result in reductions
        in
        profits after tax of the Borrower of more than $50,000,000 in aggregate and,
        with respect to the delay in delivery of the financial statements required
        to be
        delivered under the Credit Agreement, the extent that such delay does not
        extend
        beyond March 1, 2006 (the
        " Waived
        BLIO Matters ").
  We
        hereby
        request that you evidence your agreement to waive, solely for the period
        commencing on the date first above written through Waiver Termination Date
        (as
        defined below), solely with respect to Waived BLIO Matters, any breach of
        the
        Credit Agreement (including, without limitation, any misrepresentation, any
        breach of covenant and any Event of Default) by execution of this Letter
        Waiver.
  On
        the
        Waiver Termination Date, without any further action by the Agent and the
        Lenders, all of the terms and provisions set forth in the Credit Agreement
        with
        respect to Defaults thereunder that are waived hereunder and not cured prior
        to
        the Waiver Termination Date shall have the same force and effect as if this
        Letter Waiver had not been entered into by the parties hereto, and the Agent
        and
        the Lenders shall have all of the rights and remedies afforded to them under
        the
        Credit Agreement with respect to any such Defaults as though no waiver had
        been
        granted by them hereunder. The " Waiver
        Termination Date "
        is the
        date, if any, that holders of any Debt outstanding in a principal or notional
        amount of at least $50,000,000 shall accelerate or give notice of acceleration
        of such Debt.
  This
        Letter Waiver shall become effective as of the date first above written when,
        and only when, the Agent shall have received counterparts of this Letter
        Waiver
        executed by us and the Required Lenders or, as to any of the Lenders, advice
        satisfactory to the Agent that such Lender has executed this Letter Waiver.
        The
        effectiveness of this Letter Waiver is conditioned upon the accuracy of the
        factual matters described herein in all material respects. This Letter Waiver
        is
        subject to the provisions of Section 8.01 of the Credit
        Agreement.
  The
        Credit Agreement and the Notes, except to the extent of the waiver specifically
        provided above, are and shall continue to be in full force and effect and
        are
        hereby in all respects ratified and confirmed. The execution, delivery and
        effectiveness of this Letter Waiver shall not, except as expressly provided
        herein, operate as a waiver of any right, power or remedy of any Lender or
        the
        Agent under the Credit Agreement, nor constitute a waiver of any provision
        of
        the Credit Agreement.
  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 Waived BLIO matters, nothing in this Letter Waiver shall
        constitute an admission (1) of liability with respect to the Waived BLIO
        matters, (2) that a breach of any representation, warranty, covenant or other
        provisions of the Credit Agreement has occurred or (3) that an Event of Default
        has occurred under the Credit Agreement.
  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 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
 Title:
        Vice President & Treasurer
  Agreed
        as
        of the date first above written:
  CITIBANK,
        NA.,
 as
        Agent
        and as Lender
  By
        /s/
        Robert A. Kane
 Title:
        Managing Director
  
  
 KEYBANK
        NATIONAL ASSOCIATION
 
 By
        /s/
        Marianne T. Meil
 Title:
        Vice President
 
 BARCLAYS
        BANK PLC
 
 By____________________________
 Title:
 
 THE
        BANK
        OF TOKYO-MITSUBISHI TRUST
 COMPANY
 
 By
        /s/
        Harumi Kambara
 Title:
        Assistant Vice President
 
 JPMORGAN
        CHASE BANK, N.A.
 
 By
        /s/
        Bruce Yoder
 Title:
        Vice President
 
 MIZUHO
        CORPORATE BANK, LTD.
 
 By
        /s/
        Raymond Ventura
 Title:
        General Manager
 
  
  U.S.
        BANK
        NATIONAL ASSOCIATION
 
 By
        /s/
        David Dannemiller
 Title:
        Vice President
 
 ALLIED
        IRISH BANKS, P.L.C.
 
 By
        /s/
        Germaine Reusch  /s/
        Anthony O’Reilly
 Title:
        Director  Title:
        Senior Vice
        President
 
 HSBC
        BANK
        USA, NATIONAL ASSOCIATION
 
 By
        /s/
        John Carroll
 Title:
        Vice President
 
 THE
        NORTHERN TRUST COMPANY
 
 By
        /s/
        Ashish S. Bhagwat
 Title:
        Vice President