KERA — KeraVision, Inc. (fka KERA)

[HDOGTX]

Wells Fargo Bank Indiana, N.A. (the "Bank") may be deemed
to beneficially own 2,472,178 shares of Common Stock as a result of the voting trust agreement (the "Agreement"),
among the Bank, as trustee, and Sprout Capital VI, L.P., Sprout Capital VIII, L.P., Sprout Venture Capital, L.P.,
DLJ ESC II, L.P., The Sprout CEO Fund, L.P., DLJ Capital Corporation, and Donaldson, Lufkin & Jenrette, Inc.
(each, including any other person or entity for which
Trust Shares (as defined below) are held by the Bank, a
"Holder"). The 2,472,178 shares of Common Stock that the Bank may be deemed to beneficially own are issuable upon
conversion of 443,440 shares of the Series B Preferred
Stock and represent about 13% of the shares of Common
Stock outstanding at November 3, 2000, assuming
conversion of the 443,440 shares of Series B Preferred
Stock into 2,472,178 shares of Common Stock.

The following discussion of the Agreement is qualified in its entirety by reference to the Agreement, which is
filed as Exhibit 1 hereto and incorporated herein by
reference.

Under the Agreement, the Bank issues certificates ("Trust Certificates") for shares of Series B Preferred Stock
that have been transferred to and deposited with the Bank ("Trust Shares"). Each share of Series B Preferred Stock
currently is convertible into 5.575 shares of Common
Stock. Shares of Common Stock issued upon conversion of Series B Preferred Stock subject to the Agreement will
become Trust Shares under the Agreement.

Under the Agreement, the Bank has the power to vote the
Trust Shares in its sole discretion, subject to
limitations on who it may communicate or consult with
regarding the voting of the Trust Shares.

Under the Agreement, Trust Shares may only be transferred as directed by the Holders or otherwise in accordance with the terms of the Agreement. Holders may not
transfer Trust Shares unless the proposed transfer
qualifies as an eligible transfer under the Agreement.

The Agreement terminates on the earliest of (1) August
11, 2009, (2) the transfer of all Trust Shares in
accordance with the Agreement, (3) the effective date of a liquidation or dissolution of the Issuer, or (4) the
written election of Donaldson, Lufkin & Jenrette, Inc. or the Holders of Trust Certificates representing at least
50% of the Trust Shares, provided that prior to such
election certain conditions set forth in the Agreement
have been met.

Upon termination of the Agreement and the surrender by
the Holders of their Trust Certificates to the Bank, the Bank will deliver certificates to the Holders for the
number of shares of Common Stock or Series B Preferred
Stock, as the case may be, represented by the Trust
Certificates surrendered.



Wells Fargo & Company: Parent Holding Company in
accordance with 240.13d-1(b)(1)(ii)(G)

Note=2001 company went bankruptcy. Company's assets purchased by Additional Technology

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