                                                                    EXHIBIT 10.2
                                                                    ------------

          SECOND AMENDED AND RESTATED REVOLVING LINE OF CREDIT NOTE
          ---------------------------------------------------------



$3,000,000.00                                             Monrovia, California
                                                                March 26, 2003



      FOR VALUE RECEIVED, the undersigned,  STAAR SURGICAL COMPANY, a Delaware
corporation  ("Borrower"),  promises  to pay to the order of WELLS FARGO BANK,
NATIONAL  ASSOCIATION,  a national banking association ("Bank"), at its office
at 333 South Grand Avenue,  Los Angeles,  California  90071,  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 amount of
three million dollars  ($3,000,000.00),  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 and  actual  days
elapsed)  at a rate per annum  equal at all times to the sum of the Prime Rate
(as defined in the Credit Agreement  referred to below) in effect from time to
time plus 5.00%.

      (b)   Payment  of  Interest.  Interest  accrued  on this  Note  shall be
payable on the first business day of each calendar month,  commencing on April
1, 2003.

      (c)   Default   Interest.   Upon   the   occurrence   and   during   the
continuation  of any Event of Default  (as  defined  in the  Credit  Agreement
referred to below), 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 and actual days  elapsed)  equal to four percent (4%)
above the rate of  interest  from time to time  otherwise  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 the  Second  Amended  and  Restated  Credit
Agreement  dated  as of March  26,  2003 (as it may be  amended,  restated  or
otherwise  modified  from  time  to  time,  the  "Credit  Agreement")  between
Borrower  and Bank and any  other  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 Note at any time shall be the
total  amount  advanced  hereunder  by the  holder  hereof  less the amount of
principal  payments  made  hereon by or for  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 March 31, 2004.

                                      -1-
<PAGE>


      (b)   Advances.   Advances  hereunder,   to  the  total  amount  of  the
principal  amount  stated  above,  may be made by the  holder  at the  oral or
written  request of (i) those persons who are authorized  from time to time by
Borrower  (as  evidenced  by such  documents  as Bank may  require) 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  Borrower,  which  advances,  when so
deposited,  shall be  conclusively  presumed  to have  been made to or for the
benefit  of  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 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.

CREDIT AGREEMENT:

      This  Note  is  made  pursuant  to,  and is  subject  to the  terms  and
conditions of, the Credit Agreement.

MISCELLANEOUS:

      (a)   Remedies.  Upon  the  occurrence  of any  Event  of  Default,  the
holder of this Note,  at the  holder's  option,  may  declare  all  amounts 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
Borrower,  and the  obligation,  if any,  of the holder to extend any  further
credit  hereunder shall  immediately  cease and terminate.  Borrower shall pay
to the holder,  immediately  upon  demand,  the full  amount of all  payments,
advances,  charges,  costs  and  expenses,   including,   without  limitation,
reasonable  attorneys' fees (to include,  without limitation,  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,  without limitation,  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 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.

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

      (d)   Amendment  and  Restatement.  This Note  amends and  restates  the
Amended and  Restated  Revolving  Line of Credit Note dated July 31, 2002 made
by Borrower in favor of Bank.

                                      -2-
<PAGE>

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


                                          STAAR SURGICAL COMPANY


                                          By:
                                              --------------------------
                                          Name:
                                                ------------------------------
                                          Title:
                                                 -----------------------------









































                                      -3-

