MANUFACTURE AND SUPPLY AGREEMENT



                                     between



                              ALLERGAN SALES, INC.



                                       and



                                CARL ZEISS, INC.



                                  on behalf of



                            HUMPHREY SYSTEMS DIVISION





Confidential treatment has been requested for portions of this exhibit. The copy

filed herewith omits the information subject to the confidentiality request.

Omissions are designated as *. A complete version of this exhibit has been filed

separately with the Securities and Exchange Commission.





{PAGE}

                       MANUFACTURING AND SUPPLY AGREEMENT



        THIS MANUFACTURING AND SUPPLY AGREEMENT (this "Agreement") is effective

as of May 28, 1999 by and between Allergan Sales, Inc., a California

corporation, on behalf of itself and its Affiliates ("Allergan"), having an

address at 2525 Dupont Drive, Irvine, California 92612 and Carl Zeiss, Inc., a

New York corporation, on behalf of its Humphrey Systems Division ("Humphrey"),

having an address at 5160 Hacienda Drive, Dublin, California 94568.



                                    RECITALS



        A. Allergan is engaged in the design, distribution and marketing of

certain phacoemulsification equipment, including the Products described in

Exhibit "A" attached hereto, as amended by the parties from time-to-time, for

use in cataract removal surgery.



        B. Humphrey has the capability and desire to manufacture, service, and

supply the Products to Allergan and Allergan desires that Humphrey manufacture,

service and supply the Products to it upon the terms and conditions contained

herein.



        C. Allergan and Humphrey desire to enter into this Agreement governing

the manufacture and supply of Products by Humphrey for Allergan's exclusive use

and purposes.



                                    AGREEMENT



        NOW THEREFORE, in consideration of the covenants contained herein, the

above recitals, and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto agree as

follows:



SECTION 1. DEFINITIONS.



        1.1 "Affiliates" of a party shall mean any corporation or other business

entity controlling, controlled by, or under common control with such party.



        1.2 "Agreement" shall mean this Manufacturing and Supply Agreement.



        1.3 "Allergan" shall mean Allergan Sales, Inc., a Delaware corporation.



        1.4 "CE Mark" shall mean the mark of conformity with one or more

applicable directives of the European Union.



        1.5 "CFR" shall mean the United States Code of Federal Regulations.



        1.6 "cGMPs" shall mean the standards established by the FDA for current

Good Manufacturing Practices, as specified in 21 CFR Section 820 Quality System

Regulations; 21 CFR Section 807 Establishment Registration and Device Listing

for Manufacturers of Devices; 21 CFR Section 803 Medical Device Reporting; 21

CFR Section 801 Labeling; 21 CFR Section 810 Medical Devices Recall







                                     Page 1

{PAGE}

Authority; 21 CFR Section 806 Medical Devices Reports of Corrections and

Removals; the Federal Food, Drug and Cosmetic Act, as amended; EN46000, 1 and/or

2; ISO 9001 and/or 9002; and the standards established in the European Union's

Council Directive 93/42/EEC of 6/14/93 Concerning Medical Devices (the "MDD").



        1.7 "Contract Year" shall mean the twelve- (12) month period following

the Effective Date of this Agreement, and each subsequent twelve- (12) month

period during the term of this Agreement.



        1.8 "Control" (including "controlling", "controlled by" and "under

common control with" of any party, corporation, or other business entity) shall

mean the direct or indirect ownership of more than fifty percent (50%) of the

voting or income interest in such party, corporation, or other business entity,

respectively.



        1.9 "Device Master Record" shall mean the compilation of records

containing the procedures and specifications for a component, in accordance with

21 CFR 820.



        1.10 "Effective Date" shall have the meaning given to it in the

introductory paragraph hereto.



        1.11 "EPA" shall mean the United States Environmental Protection Agency.



        1.12 "Facility" or "Facilities" shall mean Humphrey's manufacturing

facilities at 5160 Hacienda Drive, Dublin, CA 94568.



        1.13   "FDA" shall mean the United States Food and Drug Administration.



        1.14 "Humphrey" shall mean Humphrey Systems, a division of Carl Zeiss,

Inc., a New York corporation.



        1.15 "Intellectual Property" shall mean (i) all patents, patent

applications, patent disclosures, records of invention and any patents, U.S. or

foreign, issuing Affiliates, related to the Products; (ii) all trade names,

trademarks, copyrights, logos, symbols, and various applications therefor and

registrations thereof related to the Products; (iii) all inventions,

discoveries, devices, methods, ideas, concepts, processes, know-how, technical

data; financial, marketing, and business data, trade secrets and any other

intellectual property (whether or not patentable, reduced to practice, or

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