CIBC World Markets Corp.

CONSULTING AGREEMENT

    This Consulting Agreement ("Agreement") is made on the 19th day of September 2000 by and among Donald R. Sanders, Ltd., an Illinois corporation doing business as Center for Clinical Research, whose address is 180 West Park Avenue, Suite 150, Elmhurst, Illinois 60126 (the "Consultant"), and STAAR Surgical Company, whose address is 1911 Walker Avenue, Monrovia, California 91016 (the "Company"), in reference to the following:

RECITALS

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