WAIVER OF DEFAULT UNDER THE BUSINESS LOAN AND SECURITY AGREEMENT

Waiver Agreement

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This Waiver Agreement involves

IRIDEX CORP | Mid-Peninsula Bank

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Title: WAIVER OF DEFAULT UNDER THE BUSINESS LOAN AND SECURITY AGREEMENT
Date: 4/24/2007
Industry: Medical Equipment and Supplies

WAIVER OF DEFAULT UNDER THE BUSINESS LOAN AND SECURITY AGREEMENT, Parties: iridex corp , mid-peninsula bank

Exhibit 10.6

April 23, 2007

Mr. Barry G. Caldwell
President and Chief Executive Office
Ms. Meryl Rains
Vice President and Chief Financial Officer
Iridex Corporation
1212 Terra Bella
Mountain View, CA 94043-1824

Re: BUSINESS LOAN AND SECURITY AGREEMENT (the “Domestic Agreement”) dated as of January 16, 2007, and EXPORT-IMPORT BANK LOAN AND SECURITY AGREEMENT (the “Exim Agreement”) dated as of January 16, 2007

Dear Barry and Meryl:

As required by the terms of each of the Domestic Agreement and the Exim Agreement between Iridex Corporation (“Borrower”) and Mid-Peninsula Bank, part of Greater Bay Bank N.A. (“Bank”), the following covenants had not been met as of March 31, 2007:

•

Minimum Tangible Net Worth Requirement. Section 8.5(b) of the Domestic Agreement, and Section 6.8(a) of the Exim Agreement

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