0000912057-01-513785 Sample Contracts

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Staar Surgical Company • May 9th, 2001 • Ophthalmic goods • New York

This letter will confirm the understanding and agreement (the "Agreement") among CIBC World Markets Corp. (the "Lead Placement Agent"), Adams, Harkness & HIll, Inc. (the "Co-Placement Agent") (collectively, the "Agents") and STAAR Surgical Company (the "Company") as follows:

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EMPLOYMENT AGREEMENT
Employment Agreement • May 9th, 2001 • Staar Surgical Company • Ophthalmic goods

This EMPLOYMENT AGREEMENT ("Agreement"), which is dated as of April 28, 1999, is made by and between STAAR SURGICAL COMPANY, a Delaware corporation, located at 1911 Walker Avenue, Monrovia, California, 91016 and hereinafter referred to as "Company", and JOHN SANTOS, whose address is 27850 Mount Rainier Way, Yorba Linda, California 92687, hereinafter referred to as "Employee", based upon the following:

PATENT LICENSE AGREEMENT
Staar Surgical Company • May 9th, 2001 • Ophthalmic goods

The Eye Microsurgery Intersectoral Research and Technology Complex, Moscow, Russia, represented by General Director Mr. Fedorov S.N., from here on referred to as the "Licensor", and STAAR Surgical AG, a Swiss corporation, Hidau, Switzerland represented by Mr. Vladimir Feingold and Director Mr. John R. Wolf, from here on referred to as the "Licensee", taking into account that the Licensor possesses the "Technology for Producing Collagen-Based Cross-Linked Drain", and the Licensee wants to acquired the license on this technology.

INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • May 9th, 2001 • Staar Surgical Company • Ophthalmic goods • California

This Independent Contractor Agreement ("Agreement") is made and effective this January 1st, 1998 by and between Günther Roepstorff, Achtern Felin 20, 25474 Hasloh, Germany ("Consultant") and STAAR Surgical Company, 1911 Walker Ave., Monrovia, CA 91016 ("Company").

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