Item 1.01 Entry Into a Material Definitive Agreement

As reported in the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 2009 (the "Form 10-K"), on April 2, 2009 Broadwood Partners, L.P. ("Broadwood") and the Company entered into a Temporary Waiver Agreement with respect to any event of default that may occur, or may be deemed to have occurred, under the $5 million Senior Promissory Note issued on December 14, 2007 (the "Original Note") as a result of the judgment in the case of Parallax Medical Systems, Inc. v. STAAR. In consideration of the Temporary Waiver Agreement, STAAR agreed to amend the Original Note to grant to Broadwood a security interest in all of STAAR's assets to secure STAAR's obligations under the Original Note. To effectuate this grant of a security interest, as of April 13, 2009 the Company and Broadwood entered into an Amended and Restated Senior Secured Promissory Note and Security Agreement.

Apart from the grant of a security interest, the terms and conditions of the Amended and Restated Senior Secured Promissory Note are identical in all material respects to the terms and conditions of the Original Note, which are described in the Form 10-K under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operation - Credit Facilities." In addition to the pre-existing relationship of the Company and Broadwood pursuant to the Original Note, Broadwood is the beneficial owner of 16.5% of the Company's outstanding common stock.

The foregoing summary is qualified in its entirety by reference to the full text of the Temporary Waiver Agreement, Amended and Restated Senior Secured Promissory Note and Security Agreement, copies of which have been filed as exhibits to this report.