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                                                                   EXHIBIT 10.43

         MANAGING DIRECTOR'S CONTRACT OF EMPLOYMENT DATED JUNE 22, 1993

                                     between

1.      DOMILENS Vertrieb fur medizinische Produkte GmbH, represented by

        a)      Guenther Roepstorff, shareholder

        b)      FRISIA BV, Shareholder, represented by its Managing Director
                with sole powers of representation

        -       referred to below as "Company" -

and

2.      Mr. Guenther Roepstorff, Achtern Felln 20, 2087 Hasloh

ARTICLE 1 TASKS AND OBLIGATIONS

1.      By virtue of a resolution of the meeting of shareholders of 22 May 1987
        Mr. Roepstorff has been appointed as Managing Director immediate effect.
        He has sole authority to represent the Company. Mr. Roepstorff is exempt
        from the restrictions set out in s. 181 of the German Civil Code (BGB).

2.      Mr. Roepstorff shall manage the business in compliance with the law, the
        provisions of this contract of employment and the Company's
        shareholders' agreement.

3.      In the Company's line of business Mr. Roepstorff may conduct
        transactions on his own account and on the account of third parties, act
        on behalf of other companies or become a shareholder in such companies.
        The exemption is exclusively restricted to trade with all ophthalmology
        products, particularly with diagnostic and optical goods and with
        pharmaceuticals, in as far as these products were not part of the
        Company's distribution programme on 1 January 1993.

        The exemption from the prohibition of competition is non-gratuitous. The
        consideration shall amount to 20% of the annual profit as stated in the
        commercial balance sheet before tax as a result of this work.

4.      This shall only apply to companies in which Mr. Roepstorff is a
        shareholder if court rulings concerning the assumption of a disguised
        profit distribution in the case of a gratuitous exemption from the
        prohibition of competition also extends to the activities of such
        companies.

        The agreed share of the profit shall be adjusted in accordance with any
        change in the circumstances.

ARTICLE 2 THE TERM OF THE CONTRACT OF EMPLOYMENT

1.      This contract of employment shall commence on 1 January 1993 and may not
        be terminated before 31 December 1995. It shall be renewed for three
        years if it is not terminated at least six months before 31 December
        1995 or six months before the end of one of the subsequent three-year
        periods.

2.      Notice of termination must be given in writing.

3.      Mr. Roepstorff's appointment as Managing Director may be revoked at any
        time by a resolution of the meeting of shareholders without prejudice to
        his claims to compensation under this contract of employment. The
        revocation shall be regarded as the termination of the contract of
        employment by the next possible date.

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4.      The control of employment shall end without notice of termination being
        needle at the end of the month in which Mr. Roepstorff reaches the age
        of 65.

ARTICLE 3 EMOLUMENTS

1.      In return for this services Mr. Roepstorff shall be paid the following
        remuneration:

a)      a gross annual salary of DM 234,000. -- which shall be paid in eleven
        equal installments of DM 18,000.- at the end of each month and DM
        36,000.- on 30 November of each year,

b)      a commission of 5% on all sales of lenses achieved in a sales area
        personally attended to by Mr. Roepstorff, payable at the end of the
        month following the month in which the sales are achieved,

c)      an annual management bonus to be decided on by the meeting of
        shareholders after the adoption of the annual financial statements
        taking account of the business results for the financial year and Mr.
        Roepstorff's achievements,

d)      expenses according to the expenses incurred and vouchers, payable at the
        end of the month in which the expenses are incurred.

2.      In addition to the remuneration set out in para. 1 Mr. Roepstorff shall
        be given a car for business purposes and for his own personal use within
        the framework decided on by the meeting of shareholders.

        The tax payable on this remuneration in kind shall be bome by Mr.
        Roepstorff.

ARTICLE 4 EMOLUMENTS IN THE EVENT OF SICKNESS, ACCIDENT, DEATH

1.      If Mr. Roepstorff should be temporarily unfit for work due to sickness
        or for any other reason which is not his own fault, Mr Roepstorff shall
        keep his claims to the emoluments set out in Article 3 para. 1 (salary
        and guaranteed management bonus) as long as he remains unfit for work up
        to an uninterrupted period of six months.

2.      If Mr. Roepstorff should pass away during the term of the contract of
        employment, his widow and his legitimate children, if they have not yet
        reached the age of 25 and are still learning a trade or profession,
        shall, as joint and several creditors, have a claim to the continuing
        payment of the salary set out in Article 3 para. 1 a) for the month in
        which Mr. Roepstorff passes away and for twelve months following this
        month.

3.      The Company shall insure Mr. Roepstorff against accidents to the extent
        that is usual for the Company's managing directors.

ARTICLE 5 VACATION

Mr. Roepstorff shall be entitled to an annual vacation of 30 working days which
may also be taken in parts.

ARTICLE 6 DIRECT INSURANCE

1 a)    The Company has already taken out an endowment insurance in Mr.
        Roepstorff favour. This shall be continued on the previous terms

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1.b)    With effect from 1 January 1993 the Company shall take out an endowment
        insurance in Mr. Roepstorff `s favour which shall guarantee him a
        monthly pension of at least DM 8,000.- when he reaches the age of 65.
        The sum insured shall be increased by benefits from profit sharing. It
        shall be due for payment on Mr. Roepstorff's death and no later than by
        the date when he reaches the age of 65.

2.      The beneficiary for the insurance benefits are Mr. Roepstorff or, if he
        should pass away, the persons that Mr. Roepstorff has indicated to the
        Company. If Mr. Roepstorff has not indicated any persons to the Company
        the beneficiaries shall be his heirs.

3.      The insurance premiums shall be paid by the Company as the policyholder.
        In addition to this, the Company shall pay the wage tax and church tax
        payable on the premiums. The wage tax and church tax on the premiums is
        payable at the end of the calendar year.

4.      If the contract of employment should end before the insured event, the
        claims under the contract of insurance shall be limited to the benefits
        that are payable under the contract of insurance due to the payment of
        premiums until the date that Mr. Roepstorff leaves the Company (s. 2
        para. 2 BetrAVG). Mr. Roepstorff shall have the right to continue the
        contract of insurance by paying the premiums himself or to convert it
        into a policy on which no premiums are payable.

5.      It is not permitted to use the irrevocable right to benefits as security
        for a loan nor to assign or pledge this right.

ARTICLE 7 FINAL PROVISIONS

1.      If any term of this contract of employment should be void, either in
        part or in full, or if it should cease to be legally valid at a later
        date, this shall not affect the validity of the remaining terms. In as
        far as it is legally permissible, the invalid term shall be replaced by
        another appropriate provision which comes closest in a commercial sense
        to what the Contracting Parties intended or would have intended if they
        had given consideration to the fact that the provision was void.

2.      Any amendments or additions to this contract of employment must be made
        in writing.

3.      This agreement shall replace the existing contract of contract of
        employment between the Parties dated 12 June 1987.


Hamburg, 22 June 1993

(Hamburg crossed out and replaced by an illegible word - translator's note.)




(signature)                                   (signature)

The Company                                   Gunther Roepstorff

