EXHIBIT 10.5.1 LICENSE AGREEMENT BY AND BETWEEN CIBA VISION AG AND PRESBY CORP. DATED MARCH 6, 2002 TABLE OF CONTENTSLicense Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec • Texas
RECITALS:Indemnification Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec • Delaware
RECITALSEmployment Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec • Texas
EXHIBIT 2.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec • Delaware
EXHIBIT 10.19 NAME OF SUBSCRIBER: _____________________________ TO: GLENN MICHAEL FINANCIAL, INC. 534 BROAD HOLLOW ROAD MELVILLE, NEW YORK 11747 SUBSCRIPTION AGREEMENT This Subscription Agreement (this "Agreement") is being delivered to you in...Subscription Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec • New York
PRESBY CORP.Employment Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec • Texas
EXHIBIT 10.18 Pubco Common Stock Lock-up Agreement LOCK-UP AGREEMENT REGARDING THE ISSUANCE OF PUBCO MERGER SHARES PRESBY CORP SERIES C PREFERRED STOCK Presby Corp ("Presby" or the "Company") plans to enter into a reverse merger transaction (the...Lock-Up Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec
Presby Corp ("Presby" or the "Company") plans to enter into a reverse merger transaction (the "Reverse Merger") with a publicly-traded company, concurrent with a private placement of equity securities (the "Funding Transactions"). The public-traded company, which is called ("Pubco") for purposes of this letter, will then succeed to and operate the eyecare surgical products business of Presby under the current management of Presby. We expect to close these Funding Transactions within the next several weeks. Pubco is not identified at this time due to securities regulations regarding knowledge of upcoming transactions involving public-traded securities. You are a current holder of shares of Presby stock, and if we are successful in closing the Funding Transactions, you will receive common stock of Pubco ("Pubco Merger Shares") in exchange for your stock in Presby.
EXHIBIT 10.3 [PRESBY CORP LETTERHEAD] Date: May 5, 1999 CONFIDENTIAL Mr. C. Daniel Myers Executive Vice President CIBA Vision Corporation 11460 Johns Creek Parkway Duluth, GA 30097 Dear Mr. Myers: In connection with your interest in a possible...Confidentiality Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec
In connection with your interest in a possible transaction (the "Proposed Transaction"), that may involve one or more products or services developed or created by RAS Holding Corp or its subsidiaries, Presby Corp, PC Lens Corp, and Medical Internet Technologies, Inc. (together "the Companies"), we will furnish to you, upon your execution and delivery to us of this letter agreement, certain information developed or created by or relating to the Companies.
WITNESSETH:Secrecy Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec • Georgia
PRESBY CORP CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS AGREEMENT (EMPLOYEE)Confidentiality and Intellectual Property Rights Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec • Texas
RECITALSRegistration Rights Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec • Texas
March 3, 2003License Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec
RECITALSSeverance, Release and Consulting Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec • Texas
EXHIBIT 10.9 NON-QUALIFIED STOCK OPTION AGREEMENT GRANTED TO: Terence A. Walts GRANTED PURSUANT TO: Presby Corp (formerly RAS Holding Corp) 1997 Stock Option Plan 1. This Non-Qualified Stock Option Agreement (this "AGREEMENT") is made and entered into...Non-Qualified Stock Option Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec
