STAAR SURGICAL COMPANY
LETTER AGREEMENT DATED APRIL 1, 2001
<DOCUMENT>
<TYPE>EX-10.66
<SEQUENCE>5
<FILENAME>dex1066.txt
<DESCRIPTION>LETTER AGREEMENT DATED APRIL 1, 2001
<TEXT>
<PAGE>

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

[LETTERHEAD] WELLS FARGO

                                  April 1, 2001

Staar Surgical Company
1911 Walker Avenue
Monrovia, CA 91016

Gentlemen:

     This letter is to confirm that Wells Fargo Bank, National Association
("Bank") has agreed to extend the maturity date of that certain credit
accommodation granted by Bank to Staar Surgical Company ("Borrower") in the
maximum principal amount of Seven Million Dollars ($7,000,000.00) pursuant 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").

     The maturity date of said credit accommodation is hereby extended until
July 2, 2001. Until such date, all terms and conditions of the Agreement which
pertain to said credit accommodation shall remain in full force and effect,
except as expressly modified hereby. The promissory note dated as of October 31,
2000, executed by Borrower and payable to the order of Bank which evidences said
credit accommodation, a copy of which is attached hereto as Exhibit A (the
                                                            ---------
"Note"), shall be deemed modified as of the date this letter is acknowledged by
Borrower to reflect the new maturity date set forth above. All other terms and
conditions of the Note remain in full force and effect, without waiver or
modification.

     An Event of Default exists under the Agreement as a result of Borrower's
failure to maintain a positive net income after taxes as of the fiscal quarter
ended December 31, 2000 (the "Existing Event of Default"). This letter will
confirm that Bank has decided to waive its default rights with respect to the
Existing Event of Default. This waiver applies only to the Existing Event of
Default. It is not a waiver of any breach of the same provision of the Agreement
after December 31, 2000, nor is it a waiver of any breach of any other provision
of the Agreement.

     Borrower acknowledges that Bank has not committed to make any renewal or
further extension of the maturity date of the above-described credit
accommodation beyond the new maturity date specified herein, and that any such
renewal or further extension remains in the sole discretion of Bank. This letter
constitutes the entire agreement between Bank and Borrower with respect to the
maturity date extension and default waiver for the above-described credit
accommodation, and supersedes all prior negotiations, discussions and
correspondence concerning said extension.

<PAGE>

Staar Surgical Company
April 1, 2001
Page 2

     Please acknowledge your acceptance of the terms and conditions contained
herein by dating and signing one copy below and returning it to my attention at
the above address on or before April 10, 2001.

                                                     Very truly yours,

                                                     WELLS FARGO BANK,
                                                     NATIONAL ASSOCIATION


                                                     By: Nancy Martorano
                                                         -----------------------
                                                         Nancy Martorano
                                                         Vice President

Acknowledged and accepted as of 4/2/01 :
                                ------
STAAR SURGICAL COMPANY


By: /s/ John Santos
    -----------------
Title: VP CFO

<PAGE>

                                   EXHIBIT A

WELLS FARGO BANK                                   REVOLVING LINE OF CREIDT NOTE

$7,000,000.00
                                                         West Covina, California
                                                                October 31, 2000

     FOR VALUE RECEIVED, the undersigned Staar Surgical Company ("Borrower")
promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank")
at its office at San Gabriel Valley RCBO, 1000 Lakes Drive, Suite 250, West
Covina, CA 91790, or at such other place as the holder hereof may designate, in
lawful money of the United States of America and in immediately available funds,
the principal sum of $7,000,000.00, or so much thereof as may be advanced and be
outstanding, with interest thereon, to be computed on each advance from the date
of its disbursement as set forth herein.

INTEREST:

     (a) Interest. The outstanding principal balance of this Note shall bear
         --------
interest (computed on the basis of a 360-day year, actual days elapsed) at a
rate per annum equal to the Prime Rate in effect from time to time. The "Prime
Rate" is a base rate that Bank from time to time establishes and which serves as
the basis upon which effective rates of interest are calculated for those loans
making reference thereto. Each change in the rate of interest hereunder shall
become effective on the date each Prime Rate change is announced within Bank.

     (b) Payment of Interest. Interest accrued on this Note shall be payable on
         -------------------
the 1st day of each month, commencing November 1, 2000.

     (c) Default Interest. From and after the maturity date of this Note, or
         ----------------
such earlier date as all principal owing hereunder becomes due and payable by
acceleration or otherwise, the outstanding principal balance of this Note shall
bear interest until paid in full at an increased rate per annum (computed on the
basis of a 360-day year, actual days elapsed) equal to 4% above the rate of
interest from time to time applicable to this Note.

BORROWING AND REPAYMENT:

     (a) Borrowing and Repayment. Borrower may from time to time during the term
         -----------------------
of this Note borrow, partially or wholly repay its outstanding borrowings, and
reborrow, subject to all of the limitations, terms and conditions of this Note
and of any document executed in connection with or governing this Note; provided
however, that the total outstanding borrowings under this Note shall not at any
time exceed the principal amount stated above. The unpaid principal balance of
this obligation at any time shall be the total amounts advanced hereunder by the
holder hereof less the amount of principal payments made hereon by or for any
Borrower, which balance may be endorsed hereon from time to time by the holder.
The outstanding principal balance of this Note shall be due and payable in full
on April 1, 2001.

     (b) Advances. Advances hereunder, to the total amount of the principal sum
         --------
available hereunder, may be made by the holder at the oral or written request of
(i) John Santos, any one acting alone, who are authorized to request advances
and direct the disposition of any advances until written notice of the
revocation of such authority is received by the holder at the office designated
above, or (ii) any person, with respect to advances deposited to the credit of
any deposit account of any Borrower, which advances, when so deposited, shall be
conclusively presumed to have been made to or for the benefit of each Borrower
regardless of the fact that persons other than those authorized to request
advances may have authority to draw against such account. The holder shall have
no obligation to determine whether any person requesting an advance is or has
been authorized by any Borrower.

     (c) Application of Payments. Each payment made on this Note shall be
         -----------------------
credited first, to any interest then due and second, to the outstanding
principal balance hereof.

<PAGE>

EVENTS OF DEFAULT:

     The occurrence of any of the following shall constitute an "Event of
Default" under this Note:

     (a) The failure to pay any principal, interest, fees or other charges when
due hereunder or under any contract, instrument or document executed in
connection with this Note.

     (b) The filing of a petition by or against any Borrower, any guarantor of
this Note or any general partner or joint venturer in any Borrower which is a
partnership or a joint venture (with each such guarantor, general partner and/or
joint venturer referred to herein as a "Third Party Obligor") under any
provisions of the Bankruptcy Reform Act, Title 11 of the United States Code, as
amended or recodified from time to time, or under any similar or other law
relating to bankruptcy, insolvency, reorganization or other relief for debtors;
the appointment of a receiver, trustee, custodian or liquidator of or for any
part of the assets or property of any Borrower or Third Party Obligor; any
Borrower or Third Party Obligor becomes insolvent, makes a general assignment
for the benefit of creditors or is generally not paying its debts as they become
due; or any attachment or like levy on any property of any Borrower or Third
Party Obligor.

     (c) The death or incapacity of any individual Borrower or Third Party
Obligor, or the dissolution or liquidation of any Borrower or Third Party
Obligor which is a corporation, partnership, joint venture or other type of
entity.

     (d) Any default in the payment or performance of any obligation, or any
defined event of default, under any provisions of any contract, instrument or
document pursuant to which any Borrower or Third Party Obligor has incurred any
obligation for borrowed money, any purchase obligation, or any other liability
of any kind to any person or entity, including the holder.

     (e) Any financial statement provided by any Borrower or Third Party Obligor
to Bank proves to be incorrect, false or misleading in any material respect.

     (f) Any sale or transfer of all or a substantial or material part of the
assets of any Borrower or Third Party Obligor other than in the ordinary course
of its business.

     (g) Any violation or breach of any provision of, or any defined event of
default under, any addendum to this Note or any loan agreement, guaranty,
security agreement, deed of trust, mortgage or other document executed in
connection with or securing this Note.

MISCELLANEOUS:

     (a) Remedies. Upon the occurrence of any Event of Default, the holder of
         --------
this Note, at the holder's option, may declare all sums of principal and
interest outstanding hereunder to be immediately due and payable without
presentment, demand, notice of nonperformance, notice of protest, protest or
notice of dishonor, all of which are expressly waived by each Borrower, and the
obligation, if any, of the holder to extend any further credit hereunder shall
immediately cease and terminate. Each Borrower shall pay to the holder
immediately upon demand the full amount of all payments, advances, charges,
costs and expenses, including reasonable attorneys' fees (to include outside
counsel fees and all allocated costs of the holder's in-house counsel), expended
or incurred by the holder in connection with the enforcement of the holder's
rights and/or the collection of any amounts which become due to the holder under
this Note, and the prosecution or defense of any action in any way related to
this Note, including without limitation, any action for declaratory relief,
whether incurred at the trial or appellate level, in an arbitration proceeding
or otherwise, and including any of the foregoing incurred in connection with any
bankruptcy proceeding (including without limitation, any adversary proceeding,
contested matter or motion brought by Bank or any other person) relating to
any Borrower or any other person or entity.

     (b) Obligations Joint and Several. Should more than one person or entity
         -----------------------------
sign this Note as a Borrower, the obligations of each such Borrower shall be
joint and several.

<PAGE>

     (c) Governing Law. This Note shall be governed by and construed in
         -------------
accordance with the laws of the State of California.

     IN WITNESS WHEREOF, the undersigned has executed this Note as of the date
first written above.

Staar Surgical Company


By: /s/ John Santos
    -----------------------
    John Santos,
    Chief Financial Officer


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