Exhibit 10.11

FIRST AMENDMENT

TO CREDIT AGREEMENT

This First Amendment to Credit Agreement is entered into as of March 30, 2003 (the “Amendment”), by and among OCULAR SCIENCES, INC. (“Borrower”), and COMERICA BANK-CALIFORNIA, a California banking corporation, as the Agent for the Lenders (“Bank”).

RECITALS

Borrower, Bank, and Lenders are parties to that certain Credit Agreement dated as of April 16, 2002, as amended from time to time (the “Agreement”).  The parties desire to amend the Agreement in accordance with the terms of this Amendment.  Borrower, Bank, and Lenders are also parties to that certain Pledge dated as of April 16, 2002, as amended from time to time (the “Pledge Agreement”).

NOW, THEREFORE, the parties agree as follows:

1.             Section 5.1(c) of the Agreement is hereby amended in its entirety to read as follows:

“(c) Minimum Quick Ratio.   Borrower shall not cause, permit or suffer the Quick Ratio as of each Fiscal Quarter End Date to be less than (i) 0.75 to 1.00 from the Closing Date through December 31, 2002; (ii) 0.65 to 1.00 for the quarter ending March 31, 2003; (iii) 0.70 to 1.00 for the quarter ending and June 30, 2003; (iv) 0.80 to 1.00 for the quarters ending September 30, 2003 and December 31, 2003; and (v) 1.00 to 1.00 thereafter.”

2.             Exhibit D-1 Form of Compliance Certificate attached to the Agreement hereby is replaced with Exhibit D-1 attached hereto.

3.             Unless otherwise defined, all capitalized terms in this Amendment shall be as defined in the Agreement.  Except as amended, the Agreement remains in full force and effect.  The Pledge Agreement remains in full force and effect.

4.             Borrower represents and warrants that the representations and warranties contained in the Agreement and the Pledge Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred or is continuing.

5.             This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

6.             As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:

(a)           this Amendment, duly executed by Borrower;

(b)           an Affirmation of Guaranty, in the form attached hereto;

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(c)           an amount equal to all Bank Expenses incurred to date; and

(c)           such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

EXHIBIT D-1

FORM OF COMPLIANCE CERTIFICATE

This Compliance Certificate is being delivered by the undersigned, an Authorized Officer of Ocular Sciences, Inc. (referred to herein as “Ocular Sciences” and, the “Borrower”), on behalf Borrower and its Subsidiaries, to Comerica Bank-California (the “Agent”) pursuant to Section 5.2(c) of that certain Credit Agreement, dated as of April 16, 2002, by and among the Borrowers , the Lenders (as defined in the Credit Agreement) and the Agent (as amended or modified from time to time, the “Credit Agreement”).  Capitalized terms used herein and not otherwise defined herein shall have the same meanings as set forth in the Credit Agreement.

Borrower hereby certifies and warrants to the Lenders, on behalf of the Borrower and each Subsidiary, as follows:

1.             The representations and warranties contained in Article IV of the Credit Agreement and Article III of the Pledge Agreement are true and correct in all material respects on and as of the date of this Compliance Certificate (or, in the case of representations and warranties stated as having been made only on the execution date of the Credit Agreement or the Pledge Agreement, on the execution date of such Agreement).

2.             No event has occurred and is continuing which constitutes an Event of Default or a Potential Default.

3.             Since [the most recent Fiscal Quarter End Date], there has been no Material Adverse Change.

4.             All Loan Documents are in full force and effect.

5.             The following is a true and correct computation of the ratios and financial tests contained in the Credit Agreement as of             , 20    (the “Fiscal Quarter End Date”):

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(a)           Section 5.1(a) – Total Funded Debt to EBITDA.

(b)           Section 5.1(b) – Cash Flow Coverage Ratio

(c)           Section 5.1(c) - Minimum Quick Ratio

(d)           Section 5.1(d) - Minimum Tangible Effective Net Worth

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(e)           Section 5.1(e) – Minimum Assets.

The undersigned has reviewed the terms of the Credit Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of the Borrowers and its Subsidiaries during the Fiscal Quarter covered by this Compliance Certificate.

IN WITNESS WHEREOF, Borrower has caused this Compliance Certificate to be executed and delivered, and the certifications and warranties contained herein to be made, as of this          day of                , 20   .

AFFIRMATION OF GUARANTY

This AFFIRMATION OF GUARANTY is made as of March 30, 2003, by the undersigned (each, a “Guarantor” and collectively, the “Guarantors”) for the benefit of Comerica Bank-California (“Bank”).

RECITALS

Bank and Ocular Sciences, Inc. (“Borrower”) are parties to that certain Credit Agreement dated as of April 16, 2002, as amended from time to time (the “Credit Agreement”).  Guarantors executed for the benefit of Bank an Subsidiary Guaranty dated as of even date with the Credit Agreement (as amended from time to time, the “Guaranty”), guarantying Borrower’s obligations under the Credit Agreement, plus reasonable attorneys’ fees and expenses incurred in enforcing Bank’s rights under the Guaranty.  Borrower and Bank propose to enter into an First Amendment to Credit Agreement of even date herewith (the “Amendment”), which amends the Loan Agreement by, among other things, amending a financial covenant set forth in the Credit Agreement.  Bank has agreed to enter into the Amendment provided, among other things, that Guarantors consent to the entry by Borrower into the Amendment and related documents and agree that the Guaranty will remain effective.

AGREEMENT

NOW, THEREFORE, each Guarantor agrees as follows:

1.             Guarantor consents to the execution, delivery and performance by Borrower of the Amendment and the documents and instruments executed in connection therewith, as well as all other amendments and modifications to the Credit Agreement.

2.             The Guaranty is and shall remain in full force and effect with respect to all of Borrower’s Obligations (as defined in the Credit Agreement) as modified by the Amendment and otherwise.  Guarantor confirms that Guarantor has no defenses against its obligations under the Guaranty.

3.             Unless otherwise defined, all capitalized terms in this Affirmation shall be as defined in the Guaranty.

IN WITNESS WHEREOF, the undersigned Guarantors have executed this Affirmation of Guaranty as of the first date above written.