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                                                                   EXHIBIT 10.45

         SUPPLEMENTARY AGREEMENT #2 TO THE MANAGING DIRECTOR'S CONTRACT
            OF EMPLOYMENT DATED JANUARY 1, 1998 BETWEEN DOMILENS AND
                              GUENTHER ROEPSTORFF

                                    ADDENDUM
               TO THE MANAGING DIRECTOR'S CONTRACT OF 22 JUNE 1993

                                     (seal of Axel Mallick, notary in Pinneberg)


                                                                       signature

                                                                          Notary


The contract of employment shall be amended as from 1 January 1998:

Article 1

Paragraph 1

shall be amended as follows:

Mr. Roepstorff is no longer exempted from the restrictions set out in section
181 of the German Civil Code (BGB).

Paragraph 2

shall be amended as follows:

        -       He shall comply with the restrictions set out therein. He shall
                follow the resolutions and instructions of the meeting of
                shareholders.

        -       Mr. Roepstorff must obtain the prior approval of the meeting of
                shareholders for all measures and transactions which go beyond
                the Company's usual trading operations. This shall particularly
                include:


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        1.      The purchase of real estate and all dispositions concerning such
                real estate, rights lo real estate, rights in respect of a real
                estate right and the obligation to exercise such real estate
                rights.

        2.      Structural building measures including conversions and repairs.
                (structural building measures crossed out and replaced by
                "important measures"? - translator's note)

        3.      The granting of all types of securities, the approval of loans
                outside or inside the usual business transactions and the
                assumption of third-party liabilities, the granting of loans and
                guarantees to the Company's employees.

        4.      The taking out of new loans which go beyond the credit limit of
                the existing loan of DM 1 ,500000.- and the termination of
                loans.

        5.      The granting of new powers of procuration (prokura) and
                commercial authority (Handlungsvollmachten - narrower than
                "prokura" (translator's note) and the revocation of such.

        6.      The setting up, sale and closure of offices and plants.

        7.      The purchase of other enterprises, the purchase, change or
                termination of dormant equity holdings including the purchase of
                shares in the Company; furthermore voting in associated
                companies.

        8.      Taking on and ending continuous obligations if the obligations
                under the contract may exceed 150,000.- in total.

        9.      The conclusion and amendment of pool agreements, integrated
                inter-company relations and co-operations

        10.     The closure or any major restriction in the lines of business in
                which the Company engages and the inclusion of new lines of
                business which have nothing to do with the field of
                ophthalmology

        11.     Promising gifts and hand gifts which go beyond what is usual

        12.     Agreements with any kind of relatives and with companies in
                which the managing director or his relatives are shareholders.

        13.     The recruitment of employees who are to have a annual gross
                salary in excess of DM 120,000.-.

        14.     Any (major) change in the employees' remuneration and all other
                major amendments to contracts of employment. ("major" inserted
                in handwriting - translator's note)

        15.     Taking legal action other than such action as is necessary to
                collect outstanding debts. (an illegible word inserted in
                handwriting before legal action - translator's note)

        16.     The conclusion, amendment and ending of contracts which grant
                the right to share in the Company's earnings in any kind of form


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        17.     The restrictions set out in Article 6 of the Company's
                shareholders' agreement shall apply in addition.

        -       Mr. Roepstorff shall at all times protect the Company's
                economic, financial and organizational interests. In all
                decisions he must act immediately, exercising the care of a
                proper businessman as laid down by the law, the resolutions of
                the shareholders, the rules of procedure, in as far as they
                exists, and the provisions of this agreement.

        -       Mr. Roepstorff may not grant other shareholders or himself or
                persons or companies close to him any advantages of any kind
                under contract or through unilateral acts. In the event of any
                breach of this rule the Company must be compensated for the
                advantage which has been granted.

        -       Mr Roepstorff must devote his entire energies and all his
                expertise and experience solely to the Company. He must be
                available for service if and in as far as this is in the
                interests of the Company. Any acceptance of a non-gratuitous or
                a gratuitous side-line occupation and of any positions on
                supervisory boards, advisory boards or similar positions shall
                require the prior written approval of the meeting of
                shareholders. (Crossed out: This does not apply to the
                Consulting Agreement with the shareholders of the STAAR SURGICAL
                Group.)

Paragraph 4

To be deleted in full.

Article 2

Paragraph 1

shall be amended as follows:

The contract shall be prolonged until the end of 31 December 2007. During this
time neither party may terminate the contract unless there are important grounds
for doing so. Such important grounds include:


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        -       Any breach of this contract and the shareholders' agreement

        -       Any irreconcilable difference in business policy

        -       Any criminal acts to the detriment of the Company

Article 3

Paragraph 1a-d shall be documented as follow in accordance with the existing
agreements:

        a.      As previously, the annual salary shall amount to DM 450,000.-.
                It shall be paid in the following installments, each of which
                shall be due at the end of the month:

        b.      To be deleted in full.

        c.      The management bonus shall amount to 5% of the net annual
                profit.

        d.      Expenses shall be reimbursed on the production of a voucher
                according to the tax laws.

The following clause is to be added:

Mr. Roepstorff agrees that the meeting of shareholders may adjust his pay as
appropriate if the Company's economic circumstances should deteriorate. This
shall be irrebutably assumed if the Company's earnings position declines
(crossed out: by half or more than the earnings achieved in 1996 (replaced by:
to DM 1 .0 million or less).


Paragraph 2

The following clause is to be added:

In as far as the vehicle is permanently or temporarily equipped with a car
telephone Mr. Roepstorff shall not be permitted to conduct private
conversations. He must strictly observe this prohibition.

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Furthermore the contract shall be supplemented as follows:

        I.      For the duration of this contract of employment Mr. Roepstorff
                may not become a shareholder in enterprises that compete with
                the Company or with which the Company has business relations,
                neither directly nor indirectly.

        II.     For the duration of two year after the end of this contract of
                employment Mr. Roepstorff undertakes not to work in any way for
                a company that operates in the same area as the company and in
                this area not to conduct any transactions on his own account or
                on the account of a third party and not to acquire any indirect
                or direct share in a company that operates in the same area as
                the Company.

        III.    Mr. Roepstorff undertakes to maintain strict confidentiality
                vis-a-vis third parties concerning all matters confided to him
                or otherwise revealed to him, particularly concerning the
                participating interests in the Company and concerning such
                business matters which are regarded as business secrets. This
                particularly means lists of customers, contracts, business
                policy and supply sources. The provisions of the Data Protection
                Act must be observed. The above obligations shall also continue
                after Mr. Roepstorff has left the Company.

        IV.     On leaving the Company or on being discharged of his obligation
                to serve the Company Mr. Roepstorff must immediately surrender
                all documents, correspondence, records and similar which concern
                the Company's interests and which are in his possession. It is
                expressly agreed that he shall have no right of retention in
                respect of such documents. It is also expressly prohibited to
                make photocopies/duplicates of statements of costs, statistic
                and similar or to pass them on to third parties.

        V.      All inventions, trade marks, patents, copyrights and other
                working results that qualify for protection shall be the
                property of the Company, even if they should be created by pure
                chance. Mr. Roepstorff therefore guarantees that all rights
                shall be granted free of charge in this respect. This also
                applies to such rights in the above meaning which Mr. Roepstorff
                obtains, publishes and/or invents, in part or in full, two years
                after the expiry of the contract of employment.


(signature)                                              (signature)
