Refocus Group Inc Watch

from 10KSB 3 pages Date: January 27, 2005 Guarantors: Refocus Ocular, Inc., a Delaware Corporation 10300 North Central Expressway, Suite 104 Dallas, Texas 75231 Pc Lens Corp, a Delaware Corporation 10300 North Central Expressway, Suite 104 Dallas, Texas 75231 Refocus Ocular Europe – Sprl, a Belgian Company C/O Qua Sys Boulevard Frère Orban, 35a 4000 Liège Belgium Borrower: Refocus Group, Inc., a Delaware Corporation Borrower’s Mailing Address: 10300 North Central Expressway, Suite 104 Dallas, Texas 75231 Lender: Medcare Investment Fund III, Ltd. Lender’s Mailing Address: C/O Mission City Management, Inc. 8122 Datapoint, Suite 1000 San Antonio, Texas 78229 Guaranteed Indebtedness: The Debt Evidenced by the Secured Bridge Note Dated January 27, 2005 in the Original Principal Amount of $500,000, Executed by Borrower and Payable to the Order of Lender, Plus All Interest, Penalties, Expenses, Attorney’s Fees, and Other Collection Costs as Provided in the Promissory Note

from 10KSB 8 pages Security Agreement

from 10KSB 2 pages Secured Bridge Note

from 10KSB 21 pages Investors’ Rights Agreement

from 10KSB 46 pages Securities Purchase Agreement Between Refocus Group, Inc., and Medcare Investment Fund III, Ltd. Dated as of March 1, 2005

from 10KSB 4 pages First Amendment to License Transfer and Transition Services Agreement

from 8-K ~10 pages Exh. 10.26.2, Form of Promissory Note (Investor)

from 8-K ~10 pages Exh. 10.26.3, Form of Promissory Note (Verus)

from 8-K ~10 pages Exh. 10.25, Termination and Settlement Agreement

from 10QSB 3 pages Reference Is Made to That Certain Letter Agreement, Dated March 6, 2003, Relating to the Verus Contingent Subscription (The “Contingent Subscription Agreement”), From Verus Support Services Inc. (“Verus”) to Refocus Group, Inc. (“Refocus”), and Those Certain Related Letter Agreements, Dated June 11, 2003, August 28, 2003 and January 6, 2004. Defined Terms Used Without Definition in This Letter Will Have the Meanings Set Forth for Such Terms in the Contingent Subscription Agreement. in Addition, Verus and Refocus Are Parties to That Certain Letter Agreement, Dated March 6, 2003, Relating to the Advisory Engagement (The “Advisory Agreement”) Pursuant to Which Verus Agreed to Be Appointed as a Non-Exclusive Advisor for and on Behalf of Refocus (As Successor to Presby Corp)

from 10QSB 2 pages Refocus Group, Inc. Third Amendment to Walts Employment Agreement

from 10QSB 2 pages Refocus Group, Inc. Second Amendment to Walts Employment Agreement

from 10QSB 2 pages Refocus Group, Inc. Second Amendment to Cox Employment Agreement

from SB-2 13 pages Amended & Restated Subscription Agreement

from SB-2 4 pages Material contract

from SB-2 3 pages Material contract

from SB-2 3 pages Refocus Group, Inc. Second Amendment to Walts Employment Agreement

from SB-2 3 pages Refocus Group, Inc. First Amendment to Walts Employment Agreement

from SB-2 3 pages Refocus Group, Inc. Second Amendment to Cox Employment Agreement

from SB-2/A 1 page Refocus Group, Inc. Second Amendment to Walts Employment Agreement