Stock Purchase Warrant Exchange Agreement

EXHIBIT 10.1


STOCK PURCHASE WARRANT EXCHANGE AGREEMENT
-----------------------------------------


THIS AGREEMENT is made this 14th day of January, 1999 (the "Agreement"), by and between Autonomous Technologies Corporation ("Autonomous") and OZ Master Fund, Ltd. ("OZ").


Background of this Agreement
----------------------------


Autonomous has entered into a merger agreement with Summit Technology, Inc. ("Summit") and a subsidiary of Summit, whereby Autonomous will be acquired by Summit (the "Merger").


OZ is this day acquiring 400 shares of Series I convertible preferred stock and a stock purchase warrant for 300,000 shares of Autonomous common stock with an exercise price of $6.17 per share and a term of two years (the "Warrant").


In the event the Merger occurs, Autonomous desires to exchange 100,000 shares of Autonomous common stock (the "Autonomous Shares") for the Warrant immediately prior to the closing of the Merger and OZ is willing to make this exchange on the terms and conditions set forth in this agreement.


AGREEMENT
---------


OZ and Autonomous agree as follows:


1. The conditions precedent to the exchange. The exchange of the
---------------------------------------- Autonomous Shares for the Warrant is subject to the following conditions precedent:


a. Summit shall have consented to the execution of this Agreement,
and


b. All conditions precedent to the closing of the Merger shall
have been satisfied or waived.
...