<PAGE>
                                                                   Exhibit 10.38


                   INDEPENDENT SALES REPRESENTATIVE AGREEMENT

     THIS INDEPENDENT SALES REPRESENTATIVE AGREEMENT ("Agreement") is made and
entered into effective April 1, 2001 ("Effective Date") by and between Mentor
Medical Inc., a Delaware corporation ("Mentor") and Tim Kain ("Sales
Representative").

     WHEREAS, Mentor sells and distributes healthcare products, both nationally
and internationally;

     WHEREAS, Sales Representative is engaged in the business of marketing such
products and desires to continue as a marketing representative for certain
Mentor Products (as defined below) in the Territory (as defined below);

     WHEREAS, Mentor and Sales Representative are parties to that certain
Independent Sales Representative Agreement dated April 1, 1998, which will
terminate as of the Effective Date of this Agreement; and

     WHEREAS, Mentor desires to engage Sales Representative for the purpose of
soliciting and procuring orders with respect to certain of its Products in the
Territory.

     NOW, THEREFORE, the parties agree as follows;

     1. Appointment, Territory and Base Amounts.

         a. Mentor hereby appoints Sales Representative for the term of this
Agreement as, and Sales Representative hereby agrees to act for Mentor as a
manufacturer's representative for the Products within the territory described in
Schedule A (the "Territory"), subject to all of the terms and conditions of this
Agreement. Except as expressly allowed by Mentor in writing, Sales
Representative agrees not to solicit orders, procure orders or otherwise act as
Mentor's representative with respect to any Products or establish or allow any
office to do so unless such office is located within the Territory and all such
activity is conducted solely within the Territory. Sales Representative may
solicit and procure orders for Products only from customers within the Territory
located and taking delivery within the Territory.

         b. In consideration for the covenants of Sales Representative contained
herein, Mentor will pay Sales Representative, within fifteen (15) days after the
end of each fiscal month during the term hereof, a commission equal to a
percentage (as specified in Schedule B) of the Revenues (as define below)
actually collected by Mentor (and not subject to refund or other contingency) on
account of shipments on bona fide firm orders acceptable to Mentor procured by
and forwarded to Mentor by Sales Representative or Sales Representative's
exclusive customers or accounts ("Orders"). Sales Representative's tax
identification number is 061337674.

         c. Sales Representative is responsible for generating Revenues to
Mentor of at least the amounts listed on Schedule B ("Base Amounts"). "Revenues"
means Orders

<PAGE>

submitted by Sales Representative net of Deductions and Allowances as deigned
and specified in Schedule C. If Sales Representative fails to meet these Base
Amounts, he/she shall be in material breach of this Agreement. No later than May
1 of each year, Mentor shall provide Sales Representative with a new yearly
plan.

         d. Nothing in this Agreement shall be construed as limiting in any
manner Mentor's marketing or distribution activities or its appointment of other
dealers, distributors, licensees, agents or representatives of any kind in the
Territory.

     2. Products.

     The products covered by this Agreement ("Products") are those products
listed on Mentor's then-current Price List (the current version of which is
attached as Schedule D hereto), subject to any updates, enhancements and new
versions which are substantially similar thereto and which are marketed under
the same model number and product nomenclature. Mentor reserves the right to
change prices or change or modify the design of or discontinue any of the
Products at any time or to add Products at any time.

     3. Warranty Disclaimer.

     MENTOR MAKES NO WARRANTIES TO SALES REPRESENTATIVE WITH RESPECT TO THE
PRODUCTS OR ANY SERVICES AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING
WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR
PURPOSE.

     4. Relationship of Parties.

     The parties hereto expressly understand and agree that Sales Representative
is an independent contractor in the performance of each and every part of this
Agreement and is solely responsible for all of its employees and agents and its
labor costs and expenses arising in connection therewith and for any and all
claims, liabilities or damages or debts of any type whatsoever that may arise on
account of Sales Representative's activities, or those of its employees or
agents in the performance of this Agreement. Sales Representative has no
authority, right or ability to bind or commit Mentor in any way (including,
without limitation, by accepting orders) or sell any Products and will not
attempt to do so or imply that it may do so. Mentor is in no manner associated
with or otherwise connected with the actual performance of this Agreement on the
part of Sales Representative, nor with Sales Representative's employment of
other persons or incurring of other expenses. Except as expressly provided
herein, Mentor shall have no right to exercise any control whatsoever over the
activities or operations of Sales Representative.

                                      -2-
<PAGE>


     5. Responsibilities of Sales Representative. Sales Representative's
duties hereunder are as follows:

         a. Sales Representative shall use its best efforts to successfully
promote, solicit orders for and procure orders for the Products within the
Territory and on a continuing basis, shall comply with good business practices
and all applicable laws and regulations and shall diligently perform all other
duties as mutually agreed upon herein. Sales Representative represents to Mentor
that even if it represents other products, its primary efforts will be directed
toward promoting, soliciting orders for and procuring orders for Mentor's
Products.

         b. In its efforts, Sales Representative will use Mentor's then current
names for the Products (but will not represent or imply that it is Mentor or is
a part of Mentor and will obtain Mentor's prior approval of any such use) and
will not add to, delete from or modify any sales or marketing documentation or
forms provided by Mentor except with the prior written consent of Mentor. Sales
Representative will not otherwise use or register (or make any filing with
respect to) any trademark, name or other designation relevant to the subject
matter of this Agreement anywhere in the world. Sales Representative will not
contest anywhere in the world the use by or authorization by Mentor of any
trademark, name or other designation relevant to the subject matter of this
Agreement or application or registration therefor, whether during or after the
term of this Agreement. Sales Representative acknowledges and agrees that all of
its use of such trademarks, names or other designations shall inure to the
benefit of Mentor.

         c. Sales Representative shall employ sufficient qualified employees
and/or agents to assist in diligently performing all of its duties as mutually
agreed upon herein and shall take advantage of technical training programs
offered by Mentor for such persons at Sales Representative's expense.

         d. Sales Representative shall keep Mentor informed as to any problems
encountered with the Products and as to any resolutions arrived at for those
problems, and shall communicate promptly to Mentor any and all modifications,
design changes or improvements of the Products suggested by any entity or person
solicited by or making inquiries of Sales Representative (a "Customer") or by
any employee or agent of Sales Representative. Sales Representative further
agrees that Mentor shall acquire any and all right, title and interest in and to
any such suggested modifications, design changes or improvements of the
Products, without the payment of any additional consideration therefore either
to Sales Representative, its employees or agents, or to any Customer of Sales
Representative.

         e. At Mentor's request, Sales Representative shall promptly submit to
Mentor reports containing such pertinent information about Sales
Representative's customers and the Products and Sales Representative's activity
within the Territory. Mentor may reasonably request information concerning
customers and business volumes, financial information and operating plans.

         f. Sales Representative warrants and represents that it has no
intention of exporting or re-exporting outside the Territory any Products,
whether for demonstration purposes


                                       -3-

<PAGE>

or otherwise, or Proprietary Information, any part thereof or any direct
product thereof, whether directly or indirectly, and understands that it may not
do so under this Agreement. Sales Representative agrees not to, and not to
allow, export or re-export of any Product or Proprietary Information or any part
thereof or any direct product thereof directly or indirectly from the U.S. or
elsewhere. Without limitation of the foregoing, Sales Representative agrees to
commit no act which, directly or indirectly, would violate any United States
law, regulation, or treaty or any other international treaty Agreement to which
the United States adheres, relating to the export or reexport of any of the
Products or associated technical data or products thereof.

         g. Sales Representative understands that Mentor is not bound to any
price (whether or not on the then-current Price List) with respect to an order
until it has accepted such order and Sales Representative will not imply or
represent anything to the contrary to any person or entity; in any event Mentor
will not be liable to Sales Representative for and Sales Representative will
have no rights with respect to any price change (whether before or after
acceptance of an order) or any other matter with respect to the dealings between
Mentor and customers of the Sales Representative.

         h. Mentor will consign or make available to Sales Representative
certain instruments and demonstration products on an as-needed basis. In no
event shall Sales Representative be supplied with more than the amount of
demonstration products which Mentor deems necessary hereunder in its sole
discretion.

         i. During the term of this Agreement Sales Representative shall not
market, directly or indirectly, in the Territory products which are competitive
with the Products; nor shall Sales Representative represent or provide, either
directly or indirectly, marketing services of any sort to any manufacturer or
distributor of any such other competitive products. A copy of the list of
products currently sold by Sales Representative, either for itself or for the
account of a third party, is attached as Schedule E hereto and is true, accurate
and complete. Sales Representative shall provide Mentor with thirty (30) days
prior written notice of any additions it wishes to make to Schedule E.

         j. At Mentor's request, Sales Representative will provide good faith
forecasts and status reports on its efforts and anticipated orders.

         k. Sales Representative agrees to hold harmless, defend and indemnify
Mentor and its officers, directors, employees, agents and servants from and
against any and all claims, damages and expenses, including reasonable legal
fees and expenses, of whatever kind and nature, directly or indirectly, arising
out of or on account of or resulting from the Sales Representative's activities
(other than as authorized by Mentor), including but without limitation, any
independent unauthorized representations of Sales Representative, or out of the
Sales Representative's failure to comply with its obligations under this
Agreement.

         l. Sales Representative agrees to forward immediately to Mentor any and
all monies or remittances in any form which it may collect from customers or
accounts for the purchase of Products in the Territory. All invoices in
connection with the sale of the Products

                                      -4-
<PAGE>

shall be rendered by Mentor directly to the customer. Sales Representative will
not render any invoices in connection with the sale of Products hereunder. Sales
Representative will assist Mentor with collections from customers as reasonably
requested by Mentor.

     6. Duties of Mentor. Mentor shall have the following responsibilities
during the term of this Agreement.

         a. Mentor shall provide Sales Representative, at Mentor's expense, with
reasonable initial quantities of any applicable printed marketing materials for
the Products. Additional materials shall be provided at the non-discounted price
then on Mentor's price list therefor.

         b. Mentor shall inform Sales Representative within a reasonable time of
any changes in the Products, the prices, and marketing and sale documentation.

         c. Mentor shall have no obligation whatsoever to accept any order and
may reject any order at its sole discretion. Sales Representative shall have no
rights under any order or agreement arising therefrom.

         d. With respect to each payment of commissions hereunder, Mentor shall
provide Sales Representative with an accounting of the orders for which payment
is made (which shall be limited to the invoice number, customer name, rate of
commissions and charge backs for each order).

         e. Mentor agrees to indemnify, defend and hold harmless Sales
Representative and its officers, directors, employees, shareholders, agents,
successors and assigns from and against all claims, demands, damages,
liabilities, losses, settlements, costs and expenses (including reasonable
attorneys' fees) of any kind, arising in favor of any third party in connection
with any actual or alleged defect in the design, manufacture, packaging or use
of any Product furnished by Mentor under this Agreement; provided that Sales
Representative (i) promptly notifies Mentor, in writing, of any notice or claim
hereunder of which it becomes aware, (ii) permits Mentor to control the defense,
settlement, adjustment or compromise of any such claim, and (iii) provides
Mentor with reasonable assistance in defending, settling or compromising such
claim; Mentor will not be responsible for any settlement or compromise that it
does not approve in writing.

     7. Term and Termination.

     Subject to the provisions for termination as provided herein, this
Agreement shall commence on the Effective Date and shall be for a term of one
(1) year, and shall be automatically renewed for successive one (1) year terms
unless either of the parties hereto gives to the other party written notice of
its election to terminate this Agreement at least thirty (30) days prior to the
expiration of the then-current term. Nothing contained herein shall preclude
Mentor's right of termination pursuant to this Section. Sales Representative
understands that after termination or expiration of this Agreement, it shall
have no right whatsoever to continue as a manufacturer's

                                      -5-
<PAGE>

representative of the Products regardless of any undocumented continuation of
the relationship with Mentor.

     a. Mentor may terminate this Agreement without cause at any time upon sixty
(60) days written notice to Sales Representative.

     b. Mentor may terminate this Agreement for cause immediately upon the
occurrence of any of the following events:

               (1) If Sales Representative ceases to do business, or otherwise
terminates its business operations or if there is a material change in control
of Sales Representative; or

               (2) If Sales Representative shall fail to secure or renew any
license, permit, authorization or approval for the conduct of its business in
any significant country or area of the Territory, or if any such license,
permit, authorization or approval is revoked or suspended; or

               (3) If Sales Representative breaches any provision of this
Agreement and (except in the case of a compromise of Proprietary Information
where termination shall be effective immediately upon notice) fails to fully
cure such breach within thirty (30) days or such longer time as is provided
herein of written notice from Mentor describing the breach; or

               (4) If Sales Representative shall seek protection under any
bankruptcy, receivership, trust deed, creditors arrangement, composition or
comparable proceeding, or if any such proceeding is instituted against Sales
Representative; or

               (5) If the Revenues during any consecutive six (6) month period
are less than the Base Amount for that period or if the rate of Revenues
received is such that Mentor reasonably believes such Base Amount will not be
timely achieved; or

               (6) If Sales Representative is dishonest in his representation of
Mentor or its products, disparages Mentor or its Products, fails to follow
written instructions from Mentor management, or generally engages in
insubordination, as determined by Mentor in its sole discretion.

     c. Mentor may, in its sole discretion, with or without cause in accordance
with the terms hereof, change, reconfigure or terminate a portion of the
Territory.

     d. Mentor shall incur no liability whatsoever for any damage, loss or
expense of any kind suffered or incurred by Sales Representative arising from or
incident to any expiration or termination of this Agreement by Mentor which
complies with the terms of the Agreement, whether or not Mentor is aware of the
possibility any such damage, loss or expenses,

                                      -6-

<PAGE>

         e. Upon termination or expiration of this Agreement for any reason
whatsoever, Sales Representative (i) shall immediately discontinue any use of
the name, logotype, trademarks or slogans of Mentor and the trade names or other
designations of any of the Products, (ii) shall immediately discontinue all
representations or statements from which it might be inferred that any
relationship exists between Mentor and Sales Representative, and (iii) will
cease to promote, solicit orders for or procure orders for Products (but will
not act in any way to damage the reputation of Mentor or any Product). In
addition, Sales Representative shall immediately return to Mentor at Sales
Representative's expense, all demonstration units, samples, instruments,
catalogues and literature of Mentor then in possession of Sales Representative.

         f. Upon termination of this Agreement by either party or naturally at
the end of the term:

               (1) All rights and licenses of Sales Representative and all
obligations of Mentor hereunder shall terminate, except rights to payments
accrued on Products sold prior to termination.

               (2) Sales Representative will immediately return to Mentor all
Proprietary Information (as defined below) in Sales Representative's possession,
custody or control in whatever form held (including copies or embodiments
thereof relating thereto) upon termination of this Agreement, or at any time or
from time to time, upon written request by Mentor.

               (3) Except as provided herein, the provisions of this Agreement
shall remain in effect after termination (including, without limitation, the
natural expiration hereof).

         g. Within three (3) days after termination (by expiration or otherwise)
of this Agreement for any reason whatsoever. Mentor shall pay Sales
Representative all commissions earned (as provided in Section 1.b. above) but
not paid to Sales Representative prior to the termination date. However, it is
further agreed that upon such termination, Mentor may withhold any commissions
earned by the Sales Representative prior to the termination date only to the
extent necessary, until:

               (1) All Deductions, Allowances or other contingencies on amounts
actually collected by Mentor have been determined and applied;

               (2) Sales Representative has fully, timely and satisfactorily
reconciled, accounted for and returned all Products and clinical investigative
devices consigned or loaned to Sales Representative or accounts in the Territory
and all other material described in Sections 7.c and 7.d(2) above; and

               (3) Mentor has credited, set-off or charged back all other
amounts owed by Sales Representative to Mentor. Sales Representative's
acceptance of its final commission check from Mentor shall be in full
satisfaction of all amounts due to Sales

                                      -7-
<PAGE>

Representative hereunder and a full and complete discharge by Sales
Representative of any and all liabilities of Mentor.

     8. Proprietary Information: Proprietary Rights.

         a. Sales Representative acknowledges that, in the course of performing
its duties under this Agreement, it may obtain information relating to products
and to Mentor which is of a confidential and proprietary nature ("Proprietary
Information"). Such Proprietary Information may include, without limitation,
trade secrets, know-how, inventions, techniques, processes, schematics, data,
customer lists, financial information and sales and marketing plans. Sales
Representative and its employees and agents shall, at all times, both during the
term of this Agreement and after its termination, keep in trust and confidence
all such Proprietary Information, and shall not use such Proprietary Information
other than in the course of its duties as expressly provided in this Agreement,
nor shall Sales Representative or its employees or agents disclose any such
Proprietary Information to any person without Mentor's prior written consent.
Sales Representative acknowledges that any such Proprietary Information received
by Sales Representative shall be received as a fiduciary of Mentor. Sales
Representative shall not be bound by this Section 8.a. with respect to
information Sales Representative can document (i) at the date hereof has entered
or later enters the public domain as a result of no act or omission of Sales
Representative or its employees or agents, or (ii) is lawfully received by Sales
Representative from third parties without restriction and without breach of any
duty of nondisclosure by any such third Party.

         b. Mentor and its licensors retain all right, title and interest in and
to (i) all of their service marks, trademarks, tradenames or any other
designations (and notwithstanding anything else herein, Sales Representative may
not use Mentor's or licensor's names or any such mark or designation, even in
advertising or marketing the Products, without the express written consent of
Mentor) and (ii) all copyrights, patent rights, trade secret rights and other
proprietary rights in the Products.

         c. Sales Representative agrees, as a condition of the rights and
licenses granted under this Agreement and except as otherwise expressly and
unambiguously authorized hereunder, (i) not to remove any product identification
or notices of any proprietary or copyright restrictions from the Products or any
support material, and (ii) prior to disposing of any media or apparatus, to
destroy completely any Proprietary Information contained therein.


                                      -8-
<PAGE>

     9. Liability Limitation. MENTOR WILL NOT BE LIABLE UNDER ANY SECTION OR
SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, THEORY OF NEGLIGENCE,
STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY (I) INCIDENTAL OR
CONSEQUENTIAL DAMAGES, OR (II) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES. THIS SECTION DOES NOT LIMIT MENTOR'S LIABILITY FOR BODILY INJURY OF A
PERSON.

     10. Nondisparagement. The Sales Representative recognizes and acknowledges
that the success of Mentor's business is largely dependent upon and attributable
to the goodwill which Mentor has established with hospitals and physicians over
a period of years and at great expense. Therefore, the Sales Representative
agrees that it will not, during the term of this Agreement and for one (1) year
thereafter, disparage Mentor, or Mentor's officers, agents, employees, products,
or methods and techniques of doing business.

     11. Restrictions. In consideration of its retention by Mentor and in
consideration of Proprietary Information furnished to it by Mentor so that it
may perform its duties as Sales Representative, and in consideration of the
investment by Mentor of considerable time, effort and money in building
relationships with customers, and as a further inducement to Mentor to enter
into this Agreement, the Sales Representative agrees as follows:

         a. Noncompetition. For a period of sixty (60) days after the
expiration or termination of this Agreement, Sales Representative will not,
within the Territory, directly or indirectly engage in the sale of products
competitive with the Products (the "Competitive Products") to any entity or
person to whom it sold Products on behalf of Mentor within the Territory during
the twelve (12) months immediately preceding termination or expiration
("Restricted Persons"). It is agreed that solicitation or acceptance of orders
for Competitive Products outside of the Territory from Restricted Persons for
shipment to, delivery in or service in the Territory shall also constitute
engaging in the sale of Competitive Products in violation of this Section. The
Sales Representative acknowledges that Mentor distributes the Products
nationwide. The territorial scope of the restriction contained in this Paragraph
11(a) shall nonetheless be restricted as aforesaid.

         b. Nonsolicitation. For a period of sixty (60) days following the
expiration or termination of this Agreement, the Sales Representative will
refrain from an will not, directly or indirectly, as an independent contractor,
employee, consultant, agent, partner, joint venture, shareholder or otherwise,
contact, solicit, divert or take away or attempt to contact, solicit, divert or
take away any of the customers of Mentor which were served by the Sales
Representative or whose names and/or addresses have become known to the Sales
Representative during the term of this Agreement or any predecessor agreement
between the parties. Further, during the one (1) year following the expiration
or termination of this Agreement, Sales Representative shall not attempt to
cause customers of Mentor or the manufacturer of the Products to refrain from
patronizing Mentor, and will not assist others in doing so; provided however
that this restriction shall not include those activities which are encompassed
by the sixty (60) day restrictions described above. Further, during the one (1)
year following the expiration or termination of this Agreement, the Sales
Representative shall neither solicit, divert, take away or attempt to solicit,

                                      -9-
<PAGE>

divert or take away any of the employees, sales representatives or agents of
Mentor who at the time of the expiration or termination are employees, sales
representatives or agents of Mentor, or who served in such capacity at any time
within six (6) months prior to such expiration or termination.

         c. Extension of Time. The period of time during which the Sales
Representative is prohibited from engaging in such business practices pursuant
to this Paragraph shall be extended by any length of time during which the Sales
Representative is in breach of this Agreement.

         d. Independent Covenants. Each restrictive covenant set forth in this
Section shall be construed as an agreement independent of any other provision in
this Agreement. The existence of any claim or cause of action of the Sales
Representative against Mentor, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by Mentor of such
covenants.

         e. Divisibility of Covenants. If any portion of the covenants set
forth in this Paragraph is held to be unreasonable, unenforceable, arbitrary or
against public policy, then such portion of such covenant shall be considered
divisible as to time, geographical area and prohibited activities. Mentor and
the Sales Representative agree that if any court of competent jurisdiction
determines the specified time period, the specified geographical area or
specified prohibited activities applicable to this Section is to be
unreasonable, arbitrary or against public policy, then a lesser time period,
geographical area or prohibited activities which is determined to be reasonable,
non-arbitrary and not against public policy may be enforced against the Sales
Representative. Mentor and the Sales Representative agree that the foregoing
covenants are appropriate and reasonable when considered in light of the nature
and extent of the business conducted by Mentor.

         f. Agents of Sales Representative. Any person, firm, corporation,
association or entity which Sales Representative or any sub-representatives
under it shall employ, retain or engage in connection with the sale of the
Products hereunder will, as a precondition of such employment, retention or
engagement, execute a sub-representative agreement in a form provided by Mentor
at the Sales Representative's expense. Mentor shall be a third party beneficiary
of the rights and benefits of the Sales Representative under this Agreement and
any such subrepresentative agreement, with a direct right to enforcement
thereof, and upon termination or expiration of this Agreement for any reason
whatsoever, Mentor shall have the election, at its sole discretion, to take over
and assume any one or more of the sub-representative agreements which the Sales
Representative may then have in effect with its subrepresentatives. The Sales
Representative shall provide Mentor with a fully executed copy of all such
sub-representative agreements, including the noncompetition covenants therein,
and seeking damages for breach thereof, including but not limited to reasonable
attorneys' fees, shall be borne by the Sales Representative. The Sales
Representative shall be reimbursed for such costs to the extent of any damage
recovery by Mentor. To the extent that the damages recovered exceed such costs,
such damages shall be recovered by, and paid by, the Sales Representative to
Mentor. In the event the Sales Representative fails to obtain such a
sub-representative agreement in a form provided by Mentor from any such sub
representative, the Sales Representative agrees to hold harmless, defend

                                      -10-
<PAGE>


and indemnify Mentor from any and all losses or damages sustained by Mentor as a
result of the Sales Representative's failure to obtain a fully executed
sub-representative agreement in a form provided by Mentor.

         g. Notice of Offers. The Sales Representative agrees that it will
immediately give Mentor written notice of any offers, whether oral or written,
received by it, its officers, directors, agents or employees, during the term of
its retention by Mentor, which, if accepted, would place the Sales
Representative in violation of the covenants of this Section.

     12. Miscellaneous.

         a. Neither this Agreement nor any right or obligation hereunder is
capable of being assigned by Sales Representative without the prior written
consent of Mentor and any purported transfer or assignment will be void. Mentor
may assign its rights and duties hereunder without restriction. Except as
otherwise provided herein, this Agreement shall be binding upon and inure to the
benefit of the parties' successors and assigns (whether by operation of law,
merger, change of control or otherwise).

         b. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

         c. If any provision of this Agreement is held to be illegal or
unenforceable, that provision shall be limited or eliminated to the minimum
extent necessary so that this Agreement shall otherwise remain in full force and
effect and enforceable.

         d. Except as otherwise expressly provided herein, any provision of this
Agreement may be amended and the observance of any provision of this Agreement
may be waived (either generally or any particular instance and either
retroactively or prospectively) only with the written consent of Mentor and
Sales Representative.

         e. This Agreement shall be governed by and construed under the laws of
the State of California and the United States as applied to agreements among
California residents entered into and to be performed entirely with California.
Unless waived by Mentor in writing for the particular instance (which Mentor may
do at its option), the sole jurisdiction and venue for actions related to the
subject matter hereof shall be the Superior Court of the State of California for
Santa Barbara County or the United States District Court for the Central
District of California. Both parties consent to the jurisdiction of such courts
and agree that process may be served in the manner provided herein for giving of
notices or otherwise as allowed by California law. In any action or proceeding
to enforce rights under this Agreement, the prevailing party shall be entitled
to recover costs and attorneys' fees.

         f. Any notice required or permitted under this Agreement shall be given
in writing and shall be deemed effective: (i) immediately upon personal delivery
or facsimile transmission to the parties to be notified, (ii) one (1) day after
deposit with a commercial

                                      -11-
<PAGE>


overnight courier with tracking capabilities, or (iii) three (3) days after
deposit with the United States Postal Service, by registered or certified mail,
postage prepaid and addressed to the party to be notified (Attn: President) at
the address indicated for such party on the signature page hereof, or at such
other address as the party may designate by ten (10) days' advanced written
notice to the other party.

         g. This Agreement is the sole agreement between the parties with
respect to the subject matter hereof. This Agreement supersedes all prior
agreements or discussions between the parties with respect to distribution,
marketing and/or service of any products of or distributed by Mentor, including
that certain Independent Sales Representative Agreement dated April 1, 1998.

         h. Termination of this Agreement shall not be an exclusive remedy for
breach of this Agreement and, whether or not termination is effected, all other
remedies will remain available. No waiver of any remedy shall be implied by a
party's actions or failure to act, unless the party to be charged with waiving a
remedy explicitly agrees in writing to such waiver.

         i. Sales Representative shall bind in writing its employees who have
access to Proprietary Information to hold such information in confidence and not
to disclose any thereof except as expressly allowed herein.

         j. If, during the term of this Agreement, Mentor elects to utilize the
services of an employee in the Territory in lieu of the services of any
independent sales representative, Mentor shall first offer the position to Sales
Representative provided Sales Representative has fully performed his obligations
under the terms of this Agreement.




                                      -12-
<PAGE>


         BASIS OF BARGAIN -- EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY
DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL
BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT
AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER
THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.

         IN WITNESS WHEREOF, the parties have entered into this Agreement
effective as of the date first above written.


                                       MENTOR CORPORATION


                                       By /s/ Adel Michael
                                         ---------------------------------------
                                         Adel Michael, Senior Vice President

                             Address:  Mentor Corporation
                                       201 Mentor Drive
                                       Santa Barbara, CA 93111


                                       TIM KAIN


                                       By /s/ TIM KAIN
                                         ---------------------------------------
                                                    (Signature)
                             Address:  39 Limerick Road
                                       Arundel, ME 04046



--------------------------
Mentor Legal Dept.

                                       13
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                                                                      SCHEDULE A

     The Territory consists of the following areas only:

                                 Zip Code Range
                                 --------------

                                  03900-04999
                                  05000-06999
                                  01000-01399
                                  01400-01718
                                  01719-01720
                                  01721-01720
                                     01730
                                  01731-01739
                                     01740
                                     01741
                                     01742
                                  01743-01751
                                     01752
                                     01753
                                     01754
                                  01755-01772
                                     01773
                                     01774
                                  01775-01778
                                  01777-01809
                                  01810-01879
                                  01880-01914
                                  01915-01930
                                  01931-01981
                                     01982
                                  01983-02112
                                  02113-02114
                                  02115-02127
                                  02128-02129
                                  02130-02137
                                  02138-02141
                                     02142
                                  02143-02145
                                  02146-02147
                                  02148-02151
                                  02152-02154
                                     02155
                                  02156-02172
                                     02173
                                  02174-02175
                                     02176
                                     02177
                                     02178
                                  02179-02799
                                  03000-03399
                                  03400-03799
                                  03800-03899
                                  02800-02999
                                  05000-05999



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                                   SCHEDULE B


I.    COMMISSION PERCENTAGES
      ----------------------


      A.  If monthly plan is not achieved:

      -   All sales up to monthly base amount: 8%
      -   All sales above monthly base amounts: 10%

      B.  If monthly plan is achieved, the above stated commissions will be
          replaced by the following:

      -   If two Brand Groups are achieved for the month:       11% on all sales
      -   If three Brand Groups are achieved for the month:     13% on all sales
      -   If four Brand Groups are achieved for the month:      15% on all sales


II.   BASE AMOUNTS AND PRODUCT GROUP PLANS (ATTACHED)
      -----------------------------------------------




                                      -15-