**EXHIBIT10.5**

**EMPLOYMENT AGREEMENT**

This Employment Agreement, effective as of August 25, 2005,is by and between MENTOR Corporation ("COMPANY"), with its executive offices at201 Mentor Drive, Santa Barbara, California 93111, and A. CHRIS FAWZY ("EMPLOYEE")of 6001 PASEO PALMILLA, GOLETA, CA 93117

**RECITALS**

COMPANY is in the business of manufacturing and sellingmedical devices and related products. EMPLOYEE has experience in this businessand possesses valuable skills and experience, which will be used in advancing COMPANY'sinterests. EMPLOYEE is willing to be engaged by COMPANY and COMPANY is willingto engage EMPLOYEE in an executive capacity responsible for ALL LEGAL******functionsof COMPANY, upon the terms and conditions set forth in this Agreement. 

**AGREEMENT**

EMPLOYEEand COMPANY, intending to be legally bound, agree as follows:

1.         SERVICES

1.1        GeneralServices.

1.1.1     Company shallemploy EMPLOYEE as GENERAL COUNSEL. EMPLOYEE shall perform the dutiescustomarily performed by one holding such position in a similar business asthat engaged in by COMPANY.  To the extent that they do not reduce the scope ofthe responsibilities described above, EMPLOYEE's duties may change from time totime on reasonable notice, based on the needs of COMPANY and EMPLOYEE's skillsas determined by COMPANY.  These duties shall hereinafter be referred to as"Services."  EMPLOYEE shall report directly to the President/CEO of MentorCorporation.  

1.1.2    In the eventthat EMPLOYEE shall from time to time serve COMPANY as a director or shallserve in any other office during the term of this Agreement; EMPLOYEE shallserve in such capacities without further compensation. 

1.1.3     EMPLOYEE shalldevote his entire working time, attention, and energies to the business ofCOMPANY, and shall not, during the term of this Agreement, be engaged in anyother business activity whether or not such business activity is pursued forgain, profit or other pecuniary advantage, without the prior written consent ofthe Board of Directors of COMPANY, except that EMPLOYEE may serve as a non-managementdirector on the board of directors of a maximum of two other public companies. This shall not be construed as preventing EMPLOYEE from investing his assets ina form or manner that does not require any services on the part of EMPLOYEE inthe operation or affairs of the entities in which such investments are made, orfrom engaging in such civic, charitable, religious, or political activitiesthat do not interfere with the performance of EMPLOYEE's duties hereunder. 

1.2        BestAbilities. EMPLOYEE shall serve COMPANY faithfully and to the best of EMPLOYEE's ability. EMPLOYEE shall use EMPLOYEE's best abilities to perform the Services.  Employeeshall act at all times according to what EMPLOYEE reasonably believes is in thebest interests of COMPANY.

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1.3       CorporateAuthority.   EMPLOYEE,as an executive officer, shall comply with all laws and regulations applicableto EMPLOYEE as a result of this Agreement, including, but not limited to, theSecurities Act of 1933 and Securities Act of 1934. Prior to the execution ofthis Agreement, EMPLOYEE has received and reviewed COMPANY's Policies andProcedures and COMPANY's Employee Handbook.  EMPLOYEE shall comply withCOMPANY's Policies and Procedures, and practices now in effect or as lateramended or adopted by COMPANY, as required of similarly-situated executives ofCOMPANY.

2.         TERM

This Agreement shall commence upon the execution of thisAgreement and shall    continue until terminated as provided in Section 4 ofthis Agreement.  

3.         COMPENSATION ANDBENEFITS

3.1        Compensation.  EMPLOYEE's total compensationconsists of base salary, bonus potential, stock options, and medical and otherbenefits generally provided to employees of COMPANY.  Any compensation paid toEMPLOYEE shall be pursuant to COMPANY's policies and practices for exemptemployees and shall be subject to all applicable laws and requirementsregarding the withholding of federal, state and/or local taxes.  Compensationprovided in this Agreement is full payment for Services and EMPLOYEE shallreceive no additional compensation for extraordinary services unless otherwiseauthorized.  EMPLOYEE's entire compensation package will be reviewed annuallyby the Compensation Committee of the Board of Directors, a practice which isconsistent with COMPANY's Executive Compensation Program.

3.1.1     BaseCompensation. COMPANY agrees to pay EMPLOYEE an annualized base salary of TWO HUNDRED FORTYTHOUSAND DOLLARS AND NO CENTS ($240,000.)**less applicable withholdings,payable in equal installments no less frequently than semi-monthly.  

3.1.2     CashIncentive Bonus. EMPLOYEE shall be eligible for a cash incentive bonus of up to SIXTY (60)******Percent of EMPLOYEE's annual base salary, subject to applicablewithholdings and subject to approval by COMPANY's Compensation Committee andBoard of Directors.  Any cash incentive bonus shall accrue and become payableto EMPLOYEE only if EMPLOYEE is employed with COMPANY on the last day of thefiscal year for which the cash incentive bonus is calculated.

3.1.3     Stock Options/EquityGrants. Based uponsatisfactory performance, under the COMPANY'S then current stock equity orother long-term incentive plans, COMPANY expects that EMPLOYEE will qualify forgrants of options or other equity awards to acquire or receive common stock ofCOMPANY subject to determination by the Board of Directors, of an amount whichis consistent with COMPANY's Executive Compensation Program.  Any such grantsshall also be subject to performance considerations as well as thedetermination of the Board of Directors.

3.2        BusinessExpenses.  COMPANYshall reimburse EMPLOYEE for business expenses reasonably incurred inperforming Services according to COMPANY's Expense Reimbursement Policy.

3.3        AdditionalBenefits.  COMPANYshall provide EMPLOYEE those additional benefits normally granted by COMPANY toits employees subject to eligibility requirements applicable to each benefit. COMPANY has no obligation to provide any other benefits unless provided for inthis Agreement. Currently COMPANY provides major medical, dental, life, salarycontinuation, long term disability benefits and eligibility to participate inCOMPANY's 401(k) plan.

3.4        Vacation.  Employee shall accrue vacationequal to TWENTY (20) days per year, at the rate of approximately 1.67 days permonth.  The time or times for such vacation shall be selected by EMPLOYEE andapproved by the President and Chief Executive Officer of COMPANY.

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4.         TERMINATION

4.1        CircumstancesOf Termination. This Agreement and the employment relationship between COMPANY and EMPLOYEE maybe terminated as follows:

4.1.1     Death.  This Agreement shall terminateupon EMPLOYEE's death, effective as of the date of EMPLOYEE's death.

4.1.2     Disability.  COMPANY may, at its option, eithersuspend compensation payments or terminate this Agreement due to EMPLOYEE'sDisability if EMPLOYEE is incapable, even with reasonable accommodation byCOMPANY, of performing the Services because of accident, injury, or physical ormental illness for ONE HUNDRED EIGHTY (180) consecutive days, or is unable orshall have failed to perform the Services for a total period of ONE HUNDREDEIGHTY (180) within a TWELVE (12) month period, regardless of whether such daysare consecutive.  If COMPANY suspends compensation payments because ofEMPLOYEE's Disability, COMPANY shall resume compensation payments when EMPLOYEEresumes performance of the Services.  If COMPANY elects to terminate thisAgreement due to EMPLOYEE's Disability, it must first give EMPLOYEE TEN (10)WORKING days advance written notice. 

4.1.3     DiscontinuanceOf Business.  IfCOMPANY discontinues operating its business, this Agreement shall terminate asof the last day of the month on which COMPANY ceases its entire operations withthe same effect as if that last date were originally established as terminationdate of this Agreement.

4.1.4     For Cause.  COMPANY may terminate thisAgreement without advance notice for Cause.  For the purpose of this Agreement,"Cause" shall mean any failure to comply in any material respect with thisAgreement or any Agreement incorporated herein; personal or professionalmisconduct by EMPLOYEE (including, but not limited to, criminal activity orgross or willful neglect of duty); breach of EMPLOYEE's fiduciary duty to theCOMPANY; conduct which threatens public health or safety, or threatens to doimmediate or substantial harm to COMPANY's business or reputation; or any othermisconduct, deficiency, failure of performance, breach or default, reasonablycapable of being remedied or corrected by EMPLOYEE.  To the extent that abreach pursuant to this Section 4.1.4 is curable by EMPLOYEE without harm toCOMPANY and/or it's reputation, COMPANY shall, instead of immediatelyterminating EMPLOYEE pursuant to this Agreement, provide EMPLOYEE with noticeof such breach, specifying the actions required to cure such breach, andEMPLOYEE shall have ten (10) days to cure such breach by performing the actionsso specified.  If EMPLOYEE fails to cure such breach within the ten (10) dayperiod, COMPANY may terminate this Agreement without further notice.  COMPANY'sexercise of its right to terminate under this section shall be withoutprejudice to any other remedy to which COMPANY may be entitled at law, inequity, or under this Agreement.

4.1.5     ForConvenience Of Party; Resignation by EMPLOYEE for Good Reason.  This Agreement and employmentrelationship is terminable by either party, for convenience, with or withoutcause, including but not limited to resignation by EMPLOYEE for Good Reason, atany time upon THIRTY (30) days' advance written notice to the other party. Forpurposes of this Agreement, "Good Reason" shall mean the occurrence of any ofthe following without EMPLOYEE's express written consent: (i) a significantreduction of EMPLOYEE's material duties, position,  or responsibilities asprovided in this Agreement, or the removal of EMPLOYEE from the position,duties, and responsibilities contemplated by this Agreement; (ii) a reductionin Base Compensation or Cash Incentive Bonus**other than a one-timereduction of not more than 10% that also is applied to substantially all othersenior executives at the COMPANY; (iii) a material reduction in EMPLOYEE's benefitsas compared to the benefits in effect on the Effective Date; (iv) EMPLOYEE mustperform a significant portion of his duties at a location other than COMPANYheadquarters; or (v) COMPANY headquarters are relocated more than 50 miles fromthe current location in Santa Barbara, California.

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4.1.6     Change ofControl.  Ifemployment is terminated within TWELVE (12) months after the occurrence of anyof the events described as a Change of Control as defined under the provisionsof the applicable equity or other long-term incentive plan in effect at thetime of such Change of Control, EMPLOYEE shall be entitled to severancecompensation pursuant to Section 4.2.6 (i),(ii),(iii),(iv) and (v). 

4.2       EMPLOYEE'sRights Upon Termination

4.2.1     Death.  Upon termination of thisAgreement because of death of EMPLOYEE pursuant to Section 4.1.1 above, COMPANYshall have no further obligation to EMPLOYEE under the Agreement, except thatCOMPANY shall (i) distribute to EMPLOYEE's estate or designated beneficiary anyunpaid compensation and reimbursable expenses, less applicable withholdings,owed to EMPLOYEE prior to the date of EMPLOYEE's death, and (ii) administer thebenefits available to EMPLOYEE's estate or designated beneficiary upon death ofEMPLOYEE under the COMPANY's applicable benefit and incentive plans.

4.2.2     Disability.   Upon termination of thisAgreement because of Disability of EMPLOYEE pursuant to Sections 4.1.2 above,COMPANY shall have no further obligation to EMPLOYEE under the Agreement,except that COMPANY shall (i) distribute to EMPLOYEE, or EMPLOYEE's estate ordesignated beneficiary, any unpaid compensation and reimbursable expenses, lessapplicable withholdings, owed to EMPLOYEE prior to the date of EMPLOYEE'stermination due to Disability, and (ii) administer the benefits available toEMPLOYEE, or EMPLOYEE's estate or designated beneficiary, upon disability ofEMPLOYEE under the COMPANY's applicable benefit and incentive plans.

4.2.3     DiscontinuanceOf Business.  Upontermination of this Agreement because of discontinuation of COMPANY's businesspursuant to Section 4.1.3, COMPANY shall have no further obligation to EMPLOYEEunder the Agreement except to distribute to EMPLOYEE any unpaid compensationand reimbursable expenses, less applicable withholdings, owed to EMPLOYEE priorto the date of termination of this Agreement. 

4.2.4     TerminationWith Cause.  Upontermination of EMPLOYEE's employment for Cause pursuant to Section 4.1.4,COMPANY shall have no further obligation to EMPLOYEE under this Agreementexcept to distribute to EMPLOYEE:

i.   Any compensation andreimbursable expenses owed to EMPLOYEE by COMPANY through the termination date,less applicable withholdings; and

ii.  Severance compensationas provided for in COMPANY's Severance Policy, if any, less applicablewithholdings.

4.2.5     TerminationWithout Cause; Resignation for Good Reason.  Upon termination of EMPLOYEE's employment byCOMPANY without cause pursuant to Section 4.1.5, or if EMPLOYEE terminates thisAgreement at any time for Good Reason, COMPANY shall have no further obligationto EMPLOYEE under this Agreement except to distribute to EMPLOYEE:

i.   Any compensationthen due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2, and reimbursableexpenses owed by COMPANY to EMPLOYEE through the termination date, lessapplicable withholdings; and

ii.  Payment of fullCOBRA premium for TWENTY-FOUR (24) months following termination.  ShouldEMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cashpayment will not be provided in lieu of payment of premium; and

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iii.  A pro-rated amount,based on the timing of EMPLOYEE's termination or resignation relative to theend of the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cashincentive bonus percentage of base salary, as described in Section 3.1.2, andany unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, lessapplicable withholdings; and 

iv.  Severancecompensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE mayelect to accept a lesser amount of severance than stipulated if EMPLOYEE deemsit beneficial to him/her in light of various income and excise tax considerations.  In consideration for this severance compensation, EMPLOYEE, on behalf ofhimself, his agents, heirs, executors, administrators, and assigns, expresslyreleases and forever discharges COMPANY and its successors and assigns, and allof its respective agents, directors, officers, partners, employees,representatives, insurers, attorneys, parent companies, subsidiaries,affiliates, and joint ventures, and each of them, from any and all claims basedupon acts or events that occurred on or before the date on which EMPLOYEEaccepts the severance compensation, including any claim arising under any stateor federal statute or common law, including, but not limited to, Title VII ofthe Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americanswith Disabilities Act, 42 U.S.C. " 12101, et seq., the AgeDiscrimination in Employment Act, 29 U.S.C. " 623, et. seq., the WorkerAdjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq.,and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940,etseq. EMPLOYEE acknowledges that he is familiar with section 1542 of theCalifornia Civil Code, which reads as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THECREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OFEXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HISSETTLEMENT WITH THE DEBTOR.

EMPLOYEE expressly acknowledges and agrees that he isreleasing all known and unknown claims, and that he is waiving all rights hehas or may have under Civil Code Section 1542 or under any other statute orcommon law principle of similar effect.  EMPLOYEE acknowledges that thebenefits he is receiving in exchange for this Release are more than thebenefits to which he otherwise would have been entitled, and that such benefitsconstitute valid and adequate consideration for this Release.  EMPLOYEE furtheracknowledges that he has read this Release, understands all of its terms, andhas consulted with counsel of his choosing before signing this Agreement. 

Severance compensation pursuant to this paragraph shall bein lieu of any other severance benefit to which EMPLOYEE would otherwise beentitled, under either any other provision to this Agreement or any COMPANYpolicies in effect on the date of execution of this Agreement.  Severance compensationshall be paid upon termination of EMPLOYEE's employment and in one lump sumpayment at the date of termination, less applicable withholdings.

4.2.6     TerminationDue to Change Of Control.   If employment is terminated within TWELVE (12) months after any of theevents delineated in Section 4.1.6 of this Agreement ("Change of Control"),COMPANY shall have no further obligation to EMPLOYEE under this Agreementexcept to distribute to EMPLOYEE:

i.   Any compensationthen due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2 and reimbursableexpenses owed by COMPANY to EMPLOYEE through the termination date, lessapplicable withholdings; and

ii.  ONE HUNDRED PERCENT (100%) of the Employee's eligible cash incentive bonuspercentage of base salary, as described in Section 3.1.2, and any unpaid bonusearned by EMPLOYEE prior to the then current fiscal year, less applicablewithholdings; and

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iii.  Any shares for options awarded in accordance with and pursuant to theLong-Term Incentive Plan applicable to EMPLOYEE's optionaward(s); and

iv.  Payment of full COBRA premium for TWENTY-FOUR (24) months followingtermination.  Should EMPLOYEE discontinue COBRA coverage or elect alternativecoverage, a cash payment will not be provided in lieu of payment of premium; and

v.   Severance compensationtotaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE'sthen-current rate of base pay; provided, however, that EMPLOYEE may elect toaccept a lesser amount of severance than stipulated if EMPLOYEE deems itbeneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf ofhimself, his agents, heirs, executors, administrators, and assigns, expresslyreleases and forever discharges COMPANY and its successors and assigns, and allof its respective agents, directors, officers, partners, employees,representatives, insurers, attorneys, parent companies, subsidiaries,affiliates, and joint ventures, and each of them, from any and all claims basedupon acts or events that occurred on or before the date on which EMPLOYEEaccepts the severance compensation, including any claim arising under any stateor federal statute or common law, including, but not limited to, Title VII ofthe Civil Rights Act of 1964, 42 U.S.C. '' 2000e, etseq., theAmericans with Disabilities Act, 42 U.S.C. '' 12101, etseq., theAge Discrimination in Employment Act, 29 U.S.C. ''  623, etseq.,the Worker Adjustment and Retraining Notification Act, 29 U.S.C. '' 2101, etseq., and the California Fair Employment and Housing Act, Cal. Gov'tCode '' 12940, etseq.  EMPLOYEE acknowledges that he isfamiliar with section 1542 of the California Civil Code, which reads asfollows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THECREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OFEXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HISSETTLEMENT WITH THE DEBTOR.

EMPLOYEE expressly acknowledges and agrees that he isreleasing all known and unknown claims, and that he is waiving all rights hehas or may have under Civil Code Section 1542 or under any other statute orcommon law principle of similar effect.  EMPLOYEE acknowledges that thebenefits he is receiving in exchange for this Release are more than thebenefits to which he otherwise would have been entitled, and that such benefitsconstitute valid and adequate consideration for this Release.  EMPLOYEE furtheracknowledges that he has read this Release, understands all of its terms, andhas consulted with counsel of his choosing before signing this Agreement. 

Severance compensation pursuant to this paragraph shall bein lieu of any other severance benefit to which EMPLOYEE would otherwise beentitled, either under any provision to this Agreement or any COMPANY policiesin effect on the       date of execution of this Agreement.  Severance compensationshall be paid upon termination of EMPLOYEE's employment and in one lump sumpayment at the date of termination, less applicable withholdings.

5.         REPRESENTATIONSAND WARRANTIES

5.1        Representationsof EMPLOYEE. EMPLOYEE represents and warrants that EMPLOYEE has all right, power, authorityand capacity, and is free to enter into this Agreement; that by doing so,EMPLOYEE will not violate or interfere with the rights of any other person orentity; and that EMPLOYEE is not subject to any contract, understanding orobligation that will or might prevent, interfere with or impair the performanceof this Agreement by EMPLOYEE.  EMPLOYEE shall indemnify and hold COMPANY harmlesswith respect to any losses, liabilities, demands, claims, fees, expenses,damages and costs (including attorneys' fees and court costs) resulting from orarising out of any claim or action based upon EMPLOYEE's entering into thisAgreement.

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5.2        Representationsof COMPANY. COMPANY represents and warrants that it has all right, power and authority,without the consent of any other person, to execute and deliver, and performits obligations under, this Agreement.  All corporate and other actionsrequired to be taken by COMPANY to authorize the execution, delivery andperformance of this Agreement and the consummation of all transactionscontemplated hereby have been duly and properly taken.  This Agreement is thelawful, valid and legally binding obligation of COMPANY enforceable inaccordance with its terms.

5.3        Materialityof Representations. The representations, warranties and covenants set forth in this Agreement shallbe deemed to be material and to have been relied upon by the parties hereto.

6.         COVENANTS

6.1        Nondisclosureand Invention Assignment.  EMPLOYEE acknowledges that, as a result of performing the Services,EMPLOYEE shall have access to confidential and sensitive information concerningCOMPANY's business including, but not limited to, their business operations,sales and marketing data, and manufacturing processes.  EMPLOYEE alsoacknowledges that in the course of performing the Services, EMPLOYEE maydevelop new product ideas or inventions as a result of COMPANY's information. Accordingly, to preserve COMPANY's confidential information and to assure itthe full benefit of that information, EMPLOYEE shall, as a condition ofemployment with COMPANY, execute COMPANY's standard form of EmployeeConfidentiality Agreement attached hereto as Exhibit A, and execute updatedversions of the Employee Confidentiality Agreement as it may be modified fromtime to time by COMPANY and as may be required of similarly-situated executivesof COMPANY.  The Employee Confidentiality Agreement is incorporated herein bythis reference.  EMPLOYEE's obligations under the Employee ConfidentialityAgreement continue beyond the termination of this Agreement.

6.2        Covenant Notto Compete.  Inaddition to the provisions of the Employee Confidentiality Agreement, EMPLOYEEshall abide by the following covenant not to compete if COMPANY, at its optionupon the termination of this Agreement (regardless of the reason for thetermination), exercises this Covenant Not to Compete.  COMPANY shall notifyEMPLOYEE within ten (10) days of termination of this Agreement of its intentionto exercise this option and make an additional payment to EMPLOYEE of six (6)months' base pay determined at EMPLOYEE's last rate of pay with COMPANY. EMPLOYEE agrees that for a period of one (1) year following the termination ofthis Agreement, he shall not directly or indirectly for EMPLOYEE, or as amember of a partnership, or as an officer, director, stockholder, employee, orrepresentative of any other entity or individual, engage, directly orindirectly, in any business activity which is the same or similar to workengaged in by EMPLOYEE on behalf of COMPANY within the same geographicterritory as EMPLOYEE's work for COMPANY and which is directly competitive withthe business conducted or to EMPLOYEE's knowledge, contemplated by COMPANY atthe time of termination of this Agreement, as defined in the EmployeeConfidentiality Agreement incorporated into this Agreement by reference. EMPLOYEE may accept employment with an entity competing with COMPANY only ifthe business of that entity is diversified and EMPLOYEE is employed solely withrespect to a separately-managed and separately-operated part of that entity'sbusiness that does not compete with COMPANY.  Prior to accepting suchemployment, EMPLOYEE and the prospective employer entity shall provide COMPANYwith written assurances reasonably satisfactory to COMPANY that EMPLOYEE willnot render services directly or indirectly to any part of that entity'sbusiness that competes with the business of COMPANY.

6.3        Covenant toDeliver Records. All memoranda, notes, records and other documents made or compiled by EMPLOYEE,or made available to EMPLOYEE during the term of this Agreement concerning thebusiness of COMPANY, shall be and remain COMPANY's property and shall be deliveredto COMPANY upon the termination of this Agreement or at any other time onrequest.  

6.4        Covenant NotTo Recruit. EMPLOYEE shall not, during the term of this Agreement and for a period of one(1) year following termination of this Agreement, directly or indirectly,either on EMPLOYEE's own behalf, or on behalf of any other individual orentity, solicit, interfere with, induce (or attempt to induce) or endeavor toentice away any employee associated with COMPANY to become affiliated with himor any other individual or entity.  

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7.         CERTAIN RIGHTSOF COMPANY

7.1        Announcement.  COMPANY shall have the right tomake public announcements concerning the execution of this Agreement andcertain terms thereof.  

7.2        Use of Name,Likeness and Biography.  COMPANY shall have the right (but not the obligation) to use, publishand broadcast, and to authorize others to do so, the name, approved likenessand approved biographical material of EMPLOYEE to advertise, publicize andpromote the business of COMPANY and its affiliates, but not for the purposes ofdirect endorsement without EMPLOYEE's consent.  An "approvedlikeness" and "approved biographical material" shall be,respectively, any photograph or other depiction of EMPLOYEE, or anybiographical information or life story concerning the professional career ofEMPLOYEE.  

7.3        Right toInsure.  COMPANYshall have the right to secure in its own name, or otherwise, and at its ownexpense, life, health, accident or other insurance covering EMPLOYEE, andEMPLOYEE shall have no right, title or interest in and to such insurance. EMPLOYEE shall assist COMPANY in procuring such insurance by submitting toexaminations and by signing such applications and other instruments as may berequired by the insurance carriers to which application is made for any suchinsurance.

8.         ASSIGNMENT

Neither party may assign or otherwise dispose of its rightsor obligations under this Agreement without the prior written consent of theother party except as provided in this Section.  COMPANY may assign and transferthis Agreement, or its interest in this Agreement, to any affiliate of COMPANYor to any entity that is a party to a merger, reorganization, or consolidationwith COMPANY, or to a subsidiary of COMPANY, or to any entity that acquiressubstantially all of the assets of COMPANY or of any division with respect towhich EMPLOYEE is providing services (providing such assignee assumes COMPANY'sobligations under this Agreement).  EMPLOYEE shall, if requested by COMPANY,perform EMPLOYEE's duties and Services, as specified in this Agreement, for thebenefit of any subsidiary or other affiliate of COMPANY.  Upon assignment,acquisition, merger, consolidation or reorganization, the term "COMPANY" asused herein shall be deemed to refer to such assignee or successor entity. EMPLOYEE shall not have the right to assign EMPLOYEE's interest in thisAgreement, any rights under this Agreement, or any duties imposed under thisAgreement, nor shall EMPLOYEE or his spouse, heirs, beneficiaries, executors oradministrators have the right to pledge, hypothecate or otherwise encumberEMPLOYEE's right to receive compensation hereunder without the express writtenconsent of COMPANY.   

9.         RESOLUTION OFDISPUTES

In the event of any dispute arising out of or in connectionwith this Agreement or in any way relating to the employment of EMPLOYEE whichleads to the filing of a lawsuit, the parties agree that venue and jurisdictionshall be in Santa Barbara County, California.  The prevailing party in any suchlitigation shall be entitled to an award of costs and reasonable attorneys'fees to be paid by the losing party.

10.       GENERALPROVISIONS

10.1      Notices.  Notice under this Agreement shallbe sufficient only if personally delivered by a major commercial paid deliverycourier service or mailed by certified or registered mail (return receiptrequested and postage pre-paid) to the other party at its address set forth inthe signature block below or to such other address as may be designated byeither party in writing.  If not received sooner, notices by mail shall bedeemed received five (5) days after deposit in the United States mail. 

10.2      AgreementControls.  Unlessotherwise provided for in this Agreement, the COMPANY's policies, proceduresand practices shall govern the relationship between EMPLOYEE and COMPANY.  If,however, any of COMPANY's policies, procedures and/or practices conflict withthis Agreement (together with any amendments hereto), this Agreement (and anyamendments hereto) shall control.

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10.3      Amendment andWaiver.  Anyprovision of this Agreement may be amended or modified and the observance ofany provision may be waived (either retroactively or prospectively) only bywritten consent of the parties.  Either party's failure to enforce anyprovision of this Agreement shall not be construed as a waiver of that party'sright to enforce such provision.

10.4     Governing Law.  ThisAgreement and the performance hereunder shall be interpreted under thesubstantive laws of the State of California.

10.5      ForceMajeure.  Eitherparty shall be temporarily excused from performing under this Agreement if anyforce majeure or other occurrence beyond the reasonable control of either partymakes such performance impossible, except a Disability as defined in thisAgreement, provided that the party subject to the force majeure provides noticeof such force majeure at the first reasonable opportunity.  Under suchcircumstances, performance under this Agreement which related to the delayshall be suspended for the duration of the delay provided the delayed partyshall resume performance of its obligations with due diligence once thedelaying event subsides.  In case of any such suspension, the parties shall usetheir best efforts to overcome the cause and effect of such suspension.

10.6      Remedies.  EMPLOYEE acknowledges that becauseof the nature of COMPANY's business, and the fact that the services to beperformed by EMPLOYEE pursuant to this Agreement are of a special, unique,unusual, extraordinary, and intellectual character which give them a peculiarvalue, a breach of this Agreement shall cause substantial injury to COMPANY forwhich money damages cannot reasonably be ascertained and for which moneydamages would be inadequate.  EMPLOYEE therefore agrees that COMPANY shall havethe right to obtain injunctive relief, including the right to have theprovisions of this Agreement specifically enforced by any court having equityjurisdiction, in addition to any other remedies that COMPANY may have.

10.7      Severability.  If any term, provision, covenant,paragraph, or condition of this Agreement is held to be invalid, illegal, orunenforceable by any court of competent jurisdiction, that provision shall belimited or eliminated to the minimum extent necessary so this Agreement shallotherwise remain enforceable in full force and effect.

10.8      Construction.  Headings and captions are only forconvenience and shall not affect the construction or interpretation of thisAgreement.  Whenever the context requires, words, used in the singular shall beconstrued to include the plural and vice versa, and pronouns of any gendershall be deemed to include the masculine, feminine, or neuter gender.

10.9      CounterpartCopies.  ThisAgreement may be signed in counterpart copies, each of which shall represent anoriginal document, and all of which shall constitute a single document.

10.10    No AdverseConstruction.  Therule that a contract is to be construed against the party drafting the contractis hereby waived, and shall have no applicability in construing this Agreementor the terms hereof.  

10.11    EntireAgreement.  Withrespect to its subject matter, namely, the employment by COMPANY of EMPLOYEE,this Agreement (including the documents expressly incorporated therein, such asthe Employee Confidentiality Agreement), contains the entire understandingbetween the parties, and supersedes any prior agreements, understandings, andcommunications between the parties, whether oral, written, implied orotherwise, including, but not limited to, the original offer of employmentletter.

10.12    Assistance ofCounsel.  EMPLOYEEexpressly acknowledges that he was given the right to be represented by counselof his own choosing in connection with the terms of this Agreement. 

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The parties execute this Agreementas of the date stated below: 

| EMPLOYEE/DATE                                                                                                                                     | MENTOR CORPORATION/DATE                                                                                                                             |
|---------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                              |                                                                                                                                                |
| /s/A. CHRIS FAWZY 9/1/05                      | By:/s/Joshua Levine 9/19/05                     |
| A. CHRIS FAWZY/Date                                                                                                                          | Joshua Levine/Date                                                                                                                                  |
|                                                                                                                                              | President/CEO                                                                                                                                       |
|                                                                                                                                              | Mentor Corporation                                                                                                                                  |
|                                                                                                                                              |                                                                                                                                                |
| **NOTICE		ADDRESS:**                                                                                                                              | **NOTICE ADDRESS:**                                                                                                                                 |
| GOLETA, CA                                                                                                                                        | 201 Mentor Drive                                                                                                                                    |
|                                                                                                                                              | Santa Barbara, California 93111                                                                                                                     |
|                                                                                                                                              |                                                                                                                                                |

 

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