EMPLOYMENT AGREEMENT

                              --------------------



                  This Employment Agreement is made and entered into by and

between STAAR Surgical Company (the "Company"), a Delaware corporation located

at 1911 Walker Avenue, Monrovia, California 91016 and John Bily (hereinafter the

"Employee"), located at 1606 Fairford Drive, Fullerton, CA 92833, effective

January 3, 2002.



                                    RECITALS

                                    --------



                  A.    WHEREAS, the Company wishes to retain the services of

Employee and Employee wishes to render services to Company as .



                  B.    WHEREAS, the Employee and the Company desire to enter

into this Employment Agreement and to establish the terms and conditions of the

Employee's employment.



                  C.    WHEREAS, the Company and the Employee intend that this

Agreement will supercede and replace any and all other employment

agreements or arrangements for employment entered into by and between

the Company and the Employee, and that such employment agreements or

arrangements shall have no further force or effect.



                                    AGREEMENT

                                    ---------



                  NOW, THEREFORE, for and in consideration of the promises,

covenants, and agreements contained herein, the parties hereto agree as follows:



                                    ARTICLE 1

                                   EMPLOYMENT

                                   ----------



                  1.1   Employment. The Company hereby agrees to employ the

Employee and the Employee hereby agrees to serve the Company in the capacity of

Chief Financial Officer, based upon the terms and conditions set forth in this

agreement.



                  1.2   Duties. During the term of his employment, the Employee

shall devote his full time, efforts, abilities, and energies to the Company's

business and, in particular, shall use his best efforts, skill, and abilities to

promote the general welfare and interests of the Company. The Employee shall

loyally, conscientiously, and professionally do and perform all such duties and

responsibilities as shall be reasonably assigned by the Company and the

Employee's superiors from time to time, and shall comply with all of the



{PAGE}



Company's personnel policies and procedures, including, but not limited to,

those contained in The Company's Employee Handbook.



                  1.3   Noncompetition, Nonsolicitation and Noninterference and

                        -------------------------------------------------------

Proprietary Property and Confidential Information Provisions.

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                        (a) Applicable Definitions.

                            ----------------------



                  For purposes of this paragraph, the following capitalized

terms shall have the definitions set forth below:



                                 (i)   "Business Segments" - The term "Business

Segments" is defined as each of Company's (or Company's affiliates') products or

product lines.



                                 (ii)   "Competitive Business" - The term

"Competitive Business" is defined as any business that is or may be competitive

with or similar to or adverse to any of Company's (or Company's affiliates')

Business Segments, whether such business is conducted by a proprietorship,

partnership, corporation or other entity or venture.



                        (b) Nonsolicitation and Noninterference.

                            -----------------------------------



                                 (1) Covenants. Employee hereby covenants and

agrees that Employee shall not, either for Employee's own account or directly or

indirectly in conjunction with or on behalf of any person, partnership,

corporation or other entity or venture:



                                     (i)   During the term of this Agreement and

for a period of one (1) year from the date this Agreement terminates or expires,

solicit or employ or attempt to solicit or employ any person who is then or has,

within twelve (12) months prior thereto, been an officer, partner, manager,

agent or employee of Company or any affiliate of Company whether or not such a

person would commit a breach of that person's contract of employment with

Company or any affiliate of Company, if any, by reason of leaving the service of

Company or any affiliate of Company (the "Nonsolicitation Covenant"); or



                                     (ii)   During the term of this Agreement

and for a period of one (1) year from the date of the Agreement, on behalf of,

directly or indirectly, any Competitive Business, or for the purpose of or with

the reasonably foreseeable effect of harming the business of Company, solicit

the business of any person, firm or company which is then, or has been at any

time during the preceding twelve (12) months prior to such solicitation, a

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