<SEQUENCE>3

<FILENAME>0003.txt

<TEXT>





                            ASSET PURCHASE AGREEMENT





         This Asset Purchase  Agreement (this "Agreement") is entered into as of

the date the last party  signs as shown on the  signature  page  hereto,  by and

among Mentor Corporation, a Minnesota corporation,  Mentor Ophthalmics,  Inc., a

Massachusetts  corporation,  and Mentor  Medical  Inc.,  a Delaware  corporation

(collectively "Seller") on the one hand, and Paradigm Medical Industries,  Inc.,

a Delaware corporation ("Purchaser") on the other hand.





                                    RECITALS



         WHEREAS,  Seller is engaged in the  business of  marketing  and selling

ophthalmic products, including a cataract surgery system product line consisting

of   the   Mentor(TM)    Phacoemulsification    S.I.S.tem,    the    Odyssey(TM)

Phacoemulsification  System, the Surg-E-Trol(R)  System I and System II, and all

accessories thereto (collectively, the "Phaco" product line); and



         WHEREAS, in accordance with the provisions of this Agreement, Purchaser

desires to purchase from Seller and Seller desires to sell to Purchaser  certain

assets described herein.





                                    AGREEMENT



         NOW, THEREFORE,  in consideration of the mutual covenants,  agreements,

representations  and warranties set forth in this Agreement,  the parties hereto

agree as follows.



         1.       PURCHASE AND SALE.



                  1.1  Purchase  and Sale of  Assets.  Subject  to the terms and

conditions  set forth in this  Agreement,  at the Closing (as defined in Section

1.4),  Seller  shall sell,  transfer,  assign,  convey,  delegate and deliver to

Purchaser, and Purchaser shall purchase and acquire from Seller, all of Seller's

right, title,  obligation and interest in and to the assets  (collectively,  the

"Assets") which are used by Seller to develop, manufacture,  market and sell the

Phaco  product  line and are owned by Seller or in which  Seller  has any right,

title or interest as of the Closing Date (as defined in Section 1.4). The Assets

include but are not limited to:



                           (a) Sales and Marketing.  Copies (and originals if in

Seller's possession) of Seller's Phaco customer lists, advertising materials and

sales literature,  sales booth graphics, ad slicks, artwork,  un-filled purchase

orders and supporting  documents,  and other marketing  information and records,

warranty and/or warranty  policies and/or other records used exclusively for the

Phaco, which are in Seller's possession as of the Closing Date.



                           (b) Inventories. All inventories relating exclusively

to the Phaco  product line,  including  finished  goods and products,  goods and

products in process and materials and supplies on hand and in transit, as of the

Closing Date.



                           (c)  Intellectual  Property.   All  patents,   patent

applications,  trade names,  trademarks and copyrights used  exclusively for the

Phaco product line. The list of Intellectual  Property transferred  hereunder is

set forth in Schedule 1.1(c) hereto.



                           (d)  Registrations.  All governmental  registrations,

registration  applications,  temporary registrations,  experimental use permits,

applications  and emergency use exemptions  used primarily for the Phaco product

line, including those listed on Schedule 1.1(d) hereto (the "Registrations").



                           (e) Material Contracts. All contracts, agreements and

licenses  which are listed on Schedule  1.1(e),  together  with all  consignment

contracts  with  customers,  but excluding any such contracts that expire or are

terminated  prior to Closing  and such  contracts  where the Seller is unable to

obtain an assignment prior to the Closing (the "Contracts").



                           (f) Equipment. All machinery,  tools, instruments and

personal  property used  exclusively  in connection  with the Phaco product line

(the "Equipment").



                           (g)  Technical  Information.   All  of  the  Seller's

technical information and data, including,  but not limited to, know-how,  trade

secrets,  inventions,   formulas,  processes,  designs,  drawings,   technology,

software (including source codes), databases,  manufacturing and quality control

procedures and records,  product composition data and specifications,  packaging

specifications,  material safety data sheets, customer  specifications,  product

standards,  competitive samples and reports of analyses thereof,  lab notebooks,

records of inventions,  patent application  drafts, and research and development

projects, materials, results and records, wherever located, used exclusively for

the Phaco product line ("Technical Information").

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC