STAAR SURGICAL COMPANY
LETTER AMENDMENT DATED DECEMBER 22, 2000
<DOCUMENT>
<TYPE>EX-10.64
<SEQUENCE>3
<FILENAME>dex1064.txt
<DESCRIPTION>LETTER AMENDMENT DATED DECEMBER 22, 2000
<TEXT>
<PAGE>

                                                     San Gabriel Valley RCBO
                                                     1000 Lakes Drive, Suite 250
                                                     West Covina, CA 91790

[LETTERHEAD] WELLS FARGO

                                December 22, 2000

John Santos, Chief Financial Officer
Staar Surgical Company
1911 Walker Avenue
Monrovia, CA 91016

Dear Mr. Santos:

     This letter amendment (this "Amendment") is to confirm the changes agreed
upon between Wells Fargo Bank, National Association ("Bank") and Staar Surgical
Company ("Borrower") to the terms and conditions of that certain letter
agreement between Bank and Borrower dated as of October 31, 2000, as amended
from time to time (the "Agreement"). For valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Bank and Borrower hereby agree
that the Agreement shall be amended as follows to reflect said changes.

     1. Paragraphs V.10 and V.16 are hereby deleted in their entirety, and the
following substituted therefor:

          "10. Liquidity. Maintain unencumbered liquid assets (defined as cash,
               ---------
     cash equivalents and/or publicly traded/quoted marketable securities
     acceptable to Bank) with banks and/or brokers within the U.S. having an
     aggregate fair market value not at any time less than Two Million Five
     Hundred Thousand Dollars ($2,500,000.00).

          16. Loans, Advances, Investments. Not make any loans or advances to or
              ----------------------------
     investments in any person or entity, except any of the foregoing disclosed
     by Borrower to, and deemed acceptable by, Bank prior to Bank's extension of
     any credit to Borrower, and additional intercompany loans or advances to
     STAAR Surgical AG, a wholly-owned subsidiary of Borrower ("Swiss Sub"), in
     amounts not to exceed an aggregate of U.S.$8,500,000.00 outstanding at any
     one time (whether such loans or advances are evidenced in a written
     document or instrument, by internal bookkeeping entry, or otherwise, and
     including without limitation amounts owed by Swiss Sub to Borrower for
     product sold from time to time by Borrower to Swiss Sub).

     2. Except as specifically provided herein, all terms and conditions of
the Agreement remain in full force and effect, without waiver or modification.
All terms defined in the Agreement shall have the same meaning when used herein.
This Amendment and the Agreement shall be read together, as one document.




<PAGE>

Staar Surgical Company
December 18, 2000
Page 2

     3. Borrower hereby remakes all representations and warranties contained in
the Agreement and reaffirms all covenants set forth therein. Borrower further
certifies that as of the date of Borrower's acknowledgment set forth below there
exists no default or defined event of default under the Agreement or any
promissory note or other contract, instrument or document executed in connection
therewith, nor any condition, act or event which with the giving of notice or
the passage of time or both would constitute such a default or defined event of
default.

     Your acknowledgment of this Amendment shall constitute acceptance of the
foregoing terms and conditions.

                                                     Sincerely,

                                                     WELLS FARGO BANK,
                                                     NATIONAL ASSOCIATION


                                                     By: /s/ Nancy Martorano
                                                         -----------------------
                                                         Nancy Martorano
                                                         Vice President

Acknowledged and accepted as of                      :
                               ---------------------

STAAR SURGICAL COMPANY


By:
   -----------------------
   John Santos
   Chief Financial Officer


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