Exhibit 10.35

LEASE AGREEMENT

CONCLUDED BETWEEN

The Unregistered Partnership CALDERARI & SCHWAB, Schloss-Strasse 8a, 2560 Nidau

- Lessor -

AND

STAAR Surgical AG, Hauptstrasse 104, 2560 NIDAU

- Lessee -

The Lessee rents the following spaces in the property Hauptstrasse 104, 2560 Nidau

Office space measuring 150 m², separated into four individual offices with separate entrance area, including two WC on the first floor.

The lease starts on March 1, 2007.

The lease term is fixed until October 31, 2008.

If the option is not exercised and if neither of the two parties give notice by April 30, 2008, the lease contract will be extended by 1 year, after expiration of the fixed lease term. The notice period is always 6 months and must be adhered to.

The Lessee has an option right of 1 x 3 years.
The Lessee must indicate in writing at least 6 months prior whether it elects to exercise its option right.

The net lease amount is CHF 21,000.00 annually.

After March 1, 2007, the net lease amount may be adjusted once by the full percentage change in the index on each January 1, regardless of the fixed lease term of the contract, at the request of either party. The first adjustment may take place no earlier than January 1, 2008.

Advance payments for heating costs, electricity costs in the common spaces, boiler costs, water charges, waste water and waste removal charges, if any, for which the Lessor will provide an account statement each April 30, amount to CHF 200.00 per month. 

The amount charged is based on the leased square meters.

The Lessee is obliged to keep the property clean and in order. Annual repairs that do not exceed 2% of the annual lease amount must borne by the Lessee.

If damage is detected in or on the leased property, the Lessee is required to limit the damage as much as possible, either by taking immediate measures at its own expense or by immediately notifying the Lessor.

The Lessee must permit repairs, minor finishing work or required changes to the leased property and the entire property without claims for compensation.

The Lessee is fully responsible for carrying out the following repair work.

The Lessee undertakes to show reasonable consideration for other lessees and neighbors in every respect and to comply with the applicable house regulations.

Sub-leasing of the spaces is only permitted with the express consent of the Lessor.

The Lessor has the right to enter the leased premises with prior appointment at any time in order to safeguard its interests.

The Lessee may only put up company signs and lettering with the prior consent of the Lessor at the indicated location. The Lessor is responsible for deciding its type and design, particularly with regard to the arrangement, order, size, color, format and material.

The costs for new lettering or changes must be borne by the Lessee. The Lessee is also responsible for any costs arising from potential removal and reattachment due to a change of lessees.

Changes to the leased property are only permissible with the express written approval of the Lessor.

The leased property must be returned in a clean and generally orderly state.

The Lessee is liable for any damage that is not the result of normal wear and tear. Such damage must be repaired by the Lessee by the end of the leasing relationship.

Repairs should be carried out according to the practices of the Property and Home Owners Association (Grund- und Hauseigentümerverband) of Biel and surrounding areas.

This contract has been executed in triplicate. One copy each is held by the Lessor and the Lessee and one copy is intended for the land registry office.