**EXHIBIT 10.1**

**EMPLOYMENTAGREEMENT**

This Employment Agreement, effective as of August5, 2004, is by and between MENTOR Corporation ("COMPANY"), with its executiveoffices at 201 Mentor Drive, Santa Barbara, California 93111, and DavidAdornetto ("EMPLOYEE") of 743 Cathedral Pointe, Santa Barbara, California93111.

**RECITALS**

COMPANY is in the business of manufacturing andselling medical devices and related products. EMPLOYEE has experience in thisbusiness and possesses valuable skills and experience, which will be used inadvancing COMPANY's interests. EMPLOYEE is willing to be engaged by COMPANY andCOMPANY is willing to engage EMPLOYEE in an executive capacity responsible for ALLOPERATIONSfunctions of COMPANY, upon the terms and conditions set forthin this Agreement. 

**AGREEMENT**

EMPLOYEE and COMPANY, intending to be legally bound, agree as follows:

1.         SERVICES

1.1       GeneralServices.

1.1.1 Company shall employ EMPLOYEE as VICEPRESIDENT OF OPERATIONS. EMPLOYEE shall perform the duties customarilyperformed by one holding such position in a similar business as that engaged inby COMPANY.  To the extent that they donot reduce the scope of the responsibilities described above, EMPLOYEE's dutiesmay change from time to time on reasonable notice, based on the needs ofCOMPANY and EMPLOYEE's skills as determined by COMPANY.  These duties shall hereinafter be referred toas "Services."  EMPLOYEE shall reportdirectly to the President/CEO of Mentor Corporation.  

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

1.1.3. EMPLOYEE shall devote his entire working time, attention, and energiesto the business of COMPANY, and shall not, during the term of this Agreement,be engaged in any other business activity whether or not such business activityis pursued for gain, profit or other pecuniary advantage, without the priorwritten consent of the Board of Directors of COMPANY.  This shall not be construed as preventingEMPLOYEE from investing his assets in a form or manner that does not requireany services on the part of EMPLOYEE in the operation or affairs of theentities in which such investments are made, or from engaging in such civic,charitable, religious, or political activities that do not interfere with theperformance of EMPLOYEE's duties hereunder. 

1.2       BestAbilities.  EMPLOYEE shall serveCOMPANY faithfully and to the best of EMPLOYEE's ability.  EMPLOYEE shall use EMPLOYEE's best abilitiesto perform the Services.  Employee shallact at all times according to what EMPLOYEE reasonably believes is in the bestinterests of COMPANY.

1.3       CorporateAuthority.   EMPLOYEE, as anexecutive officer, shall comply with all laws and regulations applicable toEMPLOYEE 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 with COMPANY's Policies and Procedures, andpractices now in effect or as later amended or adopted by COMPANY, as requiredof similarly-situated executives of COMPANY.

2.         TERM

This Agreement shall commence upon the executionof this Agreement and shall     continueuntil terminated as provided in Section 4 of this Agreement.  

3.         COMPENSATION ANDBENEFITS

3.1  Compensation.  EMPLOYEE's total compensation consists ofbase salary, bonus potential, stock options, and medical and other benefitsgenerally provided to employees of COMPANY. Any compensation paid to EMPLOYEE shall be pursuant to COMPANY'spolicies and practices for exempt employees and shall be subject to allapplicable laws and requirements regarding the withholding of federal, stateand/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 entirecompensation package will be reviewed annually by the Compensation Committee ofthe Board of Directors, a practice which is consistent with COMPANY's ExecutiveCompensation Program.

3.1.1  Base Compensation.  COMPANY agrees to payEMPLOYEE an annualized base salary of TWO HUNDRED FIFTY THOUSAND DOLLARS AND NOCENTS ($250,000.)less applicablewithholdings, payable in equal installments no less frequently thansemi-monthly.  

3.1.2       CashIncentive Bonus.  EMPLOYEE shall be eligible for a cashincentive bonus of up to FIFTY (50)Percent of EMPLOYEE'sannual base salary, subject to applicable withholdings and subject to approvalby COMPANY's Compensation Committee and Board of Directors.  Any cash incentive bonus shall accrue andbecome payable to EMPLOYEE only if EMPLOYEE is employed with COMPANY on thelast day of the fiscal year for which the cash incentive bonus is calculated.

3.1.3       StockOptions. Based upon satisfactoryperformance, under the Plan, COMPANY expects that EMPLOYEE will qualify forgrants of options to acquire common stock of COMPANY subject to determinationby the Board of Directors, of an amount which is consistent with COMPANY'sExecutive Compensation Program.  Any suchgrants shall also be subject to performance considerations as well as thedetermination of the Board of Directors.

3.2   BusinessExpenses.  COMPANY shall reimburseEMPLOYEE for business expenses reasonably incurred in performing Servicesaccording to COMPANY's Expense Reimbursement Policy.

3.3   AdditionalBenefits.  COMPANY shall provideEMPLOYEE those additional benefits normally granted by COMPANY to its employeessubject to eligibility requirements applicable to each benefit.  COMPANY has no obligation to provide anyother benefits unless provided for in this Agreement. Currently COMPANYprovides major medical, dental, life, salary continuation, long term disabilitybenefits and eligibility to participate in COMPANY's 401(k) plan.

3.4   Vacation.  Employee shall accrue vacation equal to TWENTY(20) days per year, at the rate of approximately 1.67 days per month.  The time or times for such vacation shall beselected by EMPLOYEE and approved by the President and Chief Executive Officerof COMPANY.

4.  TERMINATION

4.1   CircumstancesOf Termination. This Agreement and the employment relationship between COMPANY andEMPLOYEE may be terminated as follows:

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

4.1.2       Disability.  COMPANYmay, at its option, either suspend compensation payments or terminate thisAgreement due to EMPLOYEE's Disability if EMPLOYEE is incapable, even withreasonable accommodation by COMPANY, of performing the Services because ofaccident, injury, or physical or mental illness for ONE HUNDRED EIGHTY (180)consecutive days, or is unable or shall have failed to perform the Services fora total period of ONE HUNDRED EIGHTY (180) within a TWELVE (12) month period,regardless of whether such days are consecutive.  If COMPANY suspends compensation paymentsbecause of EMPLOYEE's Disability, COMPANY shall resume compensation paymentswhen EMPLOYEE resumes performance of the Services.  If COMPANY elects to terminate this Agreementdue to EMPLOYEE's Disability, it must first give EMPLOYEE TEN (10) WORKING daysadvance written notice. 

4.1.3    DiscontinuanceOf Business. If COMPANY discontinues operating its business, this Agreement shallterminate as of the last day of the month on which COMPANY ceases its entireoperations with the same effect as if that last date were originallyestablished as termination date of this Agreement.

4.1.4    For Cause.  COMPANY may terminate this Agreement without advancenotice for Cause.  For the purpose ofthis Agreement, "Cause" shall mean any failure to comply in any materialrespect with this Agreement 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'sfiduciary duty to the COMPANY; conduct which threatens public health or safety,or threatens to do immediate or substantial harm to COMPANY's business orreputation; or any other misconduct, deficiency, failure of performance, breachor default, reasonably capable of being remedied or corrected by EMPLOYEE.  To the extent that a breach pursuant to thisSection 4.1.4 is curable by EMPLOYEE without harm to COMPANY and/or it'sreputation, COMPANY shall, instead of immediately terminating EMPLOYEE pursuantto this Agreement, provide EMPLOYEE with notice of such breach, specifying theactions required to cure such breach, and EMPLOYEE shall have ten (10) days tocure such breach by performing the actions so specified.  If EMPLOYEE fails to cure such breach withinthe ten (10) day period, COMPANY may terminate this Agreement without furthernotice.  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 GoodReason.  This Agreement and employment relationship isterminable by either party, for convenience, with or without cause, includingbut not limited to resignation by EMPLOYEE for Good Reason, at any time upon THIRTY(30) days' advance written notice to the other party. For purposes of thisAgreement, "Good Reason" shall mean the occurrence of any of the followingwithout EMPLOYEE's express written consent: (i) a significant reduction of EMPLOYEE'smaterial duties, position,  orresponsibilities as provided in this Agreement, or the removal of EMPLOYEE fromthe position, duties, and responsibilities contemplated by this Agreement; (ii)a reduction in Base Compensation or Cash Incentive Bonusother than a one-time reduction of not more than 10% that also isapplied to substantially all other senior executives at the COMPANY; (iii) amaterial reduction in EMPLOYEE's benefits as comparedto the benefits in effect on the Effective Date; (iv) EMPLOYEE must perform asignificant portion of his duties at a location other than at COMPANYheadquarters; or (v) COMPANY headquarters are relocated more than 50 miles fromthe current location in Santa Barbara, California.

4.1.6.     Change ofControl.  If employment is terminated within TWELVE(12) months after the occurrence of any of the events described as a Change ofControl under the provisions of the Long-Term Incentive Plan as then defined atthe time of such Change of Control,  EMPLOYEE shall be entitled to severance compensation pursuant to Section 4.2.6 (i) and (ii),  and (iii).

4.2       EMPLOYEE's Rights UponTermination

4.2.1    Death.  Upontermination of this Agreement because of death of EMPLOYEE pursuant to Section4.1.1 above, COMPANY shall have no further obligation to EMPLOYEE under theAgreement except to distribute to EMPLOYEE's estate or designated beneficiaryany unpaid compensation and reimbursable expenses, less applicablewithholdings, owed to EMPLOYEE prior to the date of EMPLOYEE's death.

4.2.2    Disability.  Upontermination of this Agreement because of Disability of EMPLOYEE pursuant toSections 4.1.2 above, COMPANY shall have no further obligation to EMPLOYEEunder the Agreement except to distribute to EMPLOYEE's estate or designatedbeneficiary any unpaid compensation and reimbursable expenses, less applicablewithholdings, owed to EMPLOYEE prior to the date of EMPLOYEE's termination dueto Disability.

** **4.2.3       DiscontinuanceOf Business.  Upon termination of this Agreement because ofdiscontinuation of COMPANY's business pursuant to Section 4.1.3, COMPANY shallhave no further obligation to EMPLOYEE under the Agreement except to distributeto EMPLOYEE any unpaid compensation and reimbursable expenses, less applicablewithholdings, owed to EMPLOYEE prior to the date of termination of thisAgreement. 

4.2.4    TerminationWith Cause. Upon termination of EMPLOYEE's employment for Cause pursuant to Section4.1.4, COMPANY  shallhave no further obligation to EMPLOYEE under this Agreement except todistribute to EMPLOYEE:

i.          Any compensation and reimbursable expenses owed to EMPLOYEEby COMPANY through the termination date, less applicable withholdings; and

ii.         Severance compensation as provided for in COMPANY's SeverancePolicy, if any, less applicable withholdings.

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.                   Anycompensation then due EMPLOYEE in accordance with Section 3.1.1 , andreimbursable expenses owed by COMPANY to EMPLOYEE through the termination date,less applicable withholdings; and

ii.                 Payment offull COBRA premium for TWELVE (12) months following termination.  Should EMPLOYEE discontinue COBRA coverage orelect alternative coverage, a cash payment will not be provided in lieu ofpayment of premium; and 

iii.               Severancecompensation totaling TWELVE- (12) months base pay,plus ONE (1) month base pay for each full year of service, determined atEMPLOYEE's then-current rate of base pay. 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'tCode " 12940, et seq. EMPLOYEE acknowledges that he is familiar withsection 1542 of the California Civil Code, which reads as follows:

A GENERAL RELEASE DOES NOT EXTEND TOCLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THETIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLYAFFECTED HIS SETTLEMENT WITH THE DEBTOR.

EMPLOYEE expresslyacknowledges and agrees that he is releasing all known and unknown claims, andthat he is waiving all rights he has or may have under Civil Code Section 1542or under any other statute or common law principle of similar effect.  EMPLOYEE acknowledges that the benefits he isreceiving in exchange for this Release are more than the benefits to which heotherwise would have been entitled, and that such benefits constitute valid andadequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understandsall of its terms, and has consulted with counsel of his choosing before signingthis Agreement.  

Severance compensationpursuant to this paragraph shall be in lieu of any other severance benefit towhich EMPLOYEE would otherwise be entitled, under either any other provision tothis Agreement or any COMPANY policies in effect on the date of execution ofthis 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.   Ifemployment is terminated within TWELVE (12) months AFTER any of the eventsdelineated in Section 4.1.6 of this Agreement ("Change of Control"),COMPANY shall have no further obligation toEMPLOYEE under this Agreement except to distribute to EMPLOYEE:

i.                   Anycompensation then due EMPLOYEE in accordance with Section 3.1.1  and reimbursable expenses owed by COMPANY toEMPLOYEE through the termination date, less applicable withholdings; and

ii.                 A pro-ratedshare of the Cash Incentive Bonus that would be due to EMPLOYEE if EMPLOYEE hadremained employed with COMPANY through the last day of the fiscal year forwhich the cash incentive bonus is calculated, less applicable withholdings and/orany other applicable bonus or compensation program as approved by the Board of Directors;and

iii.               Any optionsawarded and pursuant to the Long-Term Incentive Plan applicable to EMPLOYEE's option award(s); and

iv.               Payment offull COBRA premium for TWELVE (12) months following termination. ShouldEMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cashpayment will not be provided in lieu of payment of premium; and

v.                 Severancecompensation totaling TWELVE (12) months base pay, plus ONE (1) month base payfor each full year of service, determined at EMPLOYEE'sthen-current rate of base pay.  Inconsideration for this severance compensation, EMPLOYEE, on behalf of himself,his agents, heirs, executors, administrators, and assigns, expressly releasesand forever discharges COMPANY and its successors and assigns, and all of itsrespective agents, directors, officers, partners, employees, representatives,insurers, attorneys, parent companies, subsidiaries, affiliates, and jointventures, and each of them, from any and all claims based upon acts or eventsthat occurred on or before the date on which EMPLOYEE accepts the severancecompensation, including any claim arising under any state or federal statute orcommon law, including, but not limited to, Title VII of the Civil Rights Act of1964, 42 U.S.C. '' 2000e, etseq., the Americans withDisabilities Act, 42 U.S.C. '' 12101, etseq., the AgeDiscrimination 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 is familiar with section 1542 of theCalifornia Civil Code, which reads as follows:

** **            A GENERAL RELEASE DOES NOT EXTEND TOCLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THETIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLYAFFECTED HIS SETTLEMENT WITH THE DEBTOR.

            EMPLOYEE expressly acknowledges andagrees that he is releasing all known and unknown claims, and that he is waivingall rights he has or may have under Civil Code Section 1542 or under any otherstatute or common law principle of similar effect.  EMPLOYEE acknowledges that the benefits he isreceiving in exchange for this Release are more than the benefits to which heotherwise would have been entitled, and that such benefits constitute valid andadequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understandsall of its terms, and has consulted with counsel of his choosing before signingthis Agreement.  

            Severance compensation pursuant tothis paragraph shall be in lieu of any other severance benefit to whichEMPLOYEE would otherwise be entitled, either under any provision to thisAgreement or  anyCOMPANY policies in effect on the date of execution of this Agreement.  Severance compensation shall be paid upontermination of EMPLOYEE's employment and in one lumpsum payment at the date of termination, less applicable withholdings.

5.         REPRESENTATIONSAND WARRANTIES

5.1       Representations of EMPLOYEE.  EMPLOYEE represents and warrants thatEMPLOYEE has all right, power, authority and capacity, and is free to enterinto this Agreement; that by doing so, EMPLOYEE will not violate or interferewith the rights of any other person or entity; and that EMPLOYEE is not subjectto any contract, understanding or obligation that will or might prevent,interfere with or impair the performance of 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.

5.2       Representations of COMPANY.  COMPANY represents and warrants that it hasall right, power and authority, without the consent of any other person, toexecute and deliver, and perform its obligations under, this Agreement.  All corporate and other actions required tobe taken by COMPANY to authorize the execution,delivery and performance of this Agreement and the consummation of alltransactions contemplated hereby have been duly and properly taken.  This Agreement is the lawful, valid andlegally binding obligation of COMPANY enforceable in accordance with its terms.

5.3      aterialityof Representations.  The representations, warranties and covenantsset forth in this Agreement shall be deemed to be material and to have beenrelied upon by the parties hereto.

6.         COVENANTS

6.1       Nondisclosure and Invention Assignment.  EMPLOYEE acknowledges that, as a result ofperforming the Services, EMPLOYEE shall have access to confidential andsensitive information concerning COMPANY's business including, but not limitedto, their business operations, sales and marketing data, and manufacturingprocesses.  EMPLOYEE also acknowledgesthat in the course of performing the Services, EMPLOYEE may develop new productideas or inventions as a result of COMPANY's information.  Accordingly, to preserve COMPANY's confidentialinformation and to assure it the full benefit of that information, EMPLOYEEshall, as a condition of employment with COMPANY, execute COMPANY's standardform of Employee Confidentiality Agreement attached hereto as Exhibit A, andexecute updated versions of the Employee Confidentiality Agreement as it may bemodified from time to time by COMPANY and as may be required ofsimilarly-situated executives of COMPANY. The Employee Confidentiality Agreement is incorporated herein by thisreference.  EMPLOYEE's obligations underthe Employee Confidentiality Agreement continue beyond the termination of thisAgreement.

6.2       Covenant Not to Compete.  In addition to the provisions of the EmployeeConfidentiality Agreement, EMPLOYEE shall abide by the following covenant notto compete if COMPANY, at its option upon the termination of this Agreement(regardless of the reason for the termination), exercises this Covenant Not toCompete.  COMPANY shall notify EMPLOYEEwithin ten (10) days of termination of this Agreement of its intention toexercise 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 of this Agreement, he shall not directly orindirectly for EMPLOYEE, or as a member of a partnership, or as an officer,director, stockholder, employee, or representative of any other entity orindividual, engage, directly or indirectly, in any business activity which isthe same or similar to work engaged in by EMPLOYEE on behalf of COMPANY withinthe same geographic territory as EMPLOYEE's work for COMPANY and which isdirectly competitive with the business conducted or to EMPLOYEE's knowledge,contemplated by COMPANY at the time of termination of this Agreement, asdefined in the Employee Confidentiality Agreement incorporated into thisAgreement by reference.  EMPLOYEE mayaccept employment with an entity competing with COMPANY only if the business ofthat entity is diversified and EMPLOYEE is employed solely with respect to aseparately-managed and separately-operated part of that entity's business thatdoes not compete with COMPANY.  Prior toaccepting such employment, EMPLOYEE and the prospective employer entity shallprovide COMPANY with written assurances reasonably satisfactory to COMPANY thatEMPLOYEE will not render services directly or indirectly to any part of thatentity's business that competes with the business of COMPANY.

6.3       Covenant to Deliver Records.  All memoranda, notes, records and otherdocuments made or compiled by EMPLOYEE, or made available to EMPLOYEE duringthe term of this Agreement concerning the business of COMPANY, shall be and remain COMPANY's property and shall be delivered to COMPANYupon the termination of this Agreement or at any other time on request.  

6.4       Covenant Not To Recruit.  EMPLOYEE shall not, during the term of thisAgreement and for a period of one (1) year following termination of thisAgreement, directly or indirectly, either on EMPLOYEE's own behalf, or onbehalf of any other individual or entity, solicit, interfere with, induce (orattempt to induce) or endeavor to entice away any employee associated withCOMPANY to become affiliated with him or any other individual or entity.  

7.         CERTAINRIGHTS OF COMPANY

7.1       Announcement.  COMPANY shall have the right to make publicannouncements concerning the execution of this Agreement and certain termsthereof.  

7.2       Use of Name, Likeness and Biography.  COMPANY shall have the right (but not theobligation) to use, publish and broadcast, and to authorize others to do so,the name, approved likeness and approved biographical material of EMPLOYEE toadvertise, publicize and promote the business of COMPANY and its affiliates,but not for the purposes of direct endorsement without EMPLOYEE's consent.  An "approved likeness" and"approved biographical material" shall be, respectively, anyphotograph or other depiction of EMPLOYEE, or any biographical information orlife story concerning the professional career of EMPLOYEE.  

7.3       Right to Insure.  COMPANY shall have the right to secure in itsown name, or otherwise, and at its own expense, life, health, accident or otherinsurance covering EMPLOYEE, and EMPLOYEE shall have no right, title orinterest in and to such insurance. EMPLOYEE shall assist COMPANY in procuring such insurance by submittingto examinations and by signing such applications and other instruments as maybe required by the insurance carriers to which application is made for any suchinsurance.

8.         ASSIGNMENT

Neither party may assign orotherwise dispose of its rights orobligations under this Agreement without the prior written consent of the otherparty except as provided in this Section. COMPANY may assign and transfer this Agreement, or its interest in thisAgreement, to any affiliate of COMPANY or to any entity that is a party to amerger, reorganization, or consolidation with COMPANY, or to a subsidiary ofCOMPANY, or to any entity that acquires substantially all of the assets ofCOMPANY or of any division with respect to which EMPLOYEE is providing services(providing such assignee assumes COMPANY's obligations under thisAgreement).  EMPLOYEE shall, if requestedby COMPANY, perform EMPLOYEE's duties and Services, as specified in thisAgreement, for the benefit of any subsidiary or other affiliate ofCOMPANY.  Upon assignment, acquisition,merger, consolidation or reorganization, the term "COMPANY" as used hereinshall be deemed to refer to such assignee or successor entity.  EMPLOYEE shall not have the right to assignEMPLOYEE's interest in this Agreement, any rights under this Agreement, or anyduties imposed under this Agreement, nor shall EMPLOYEE or his spouse, heirs,beneficiaries, executors or administrators have the right to pledge,hypothecate or otherwise encumber EMPLOYEE's right to receive compensationhereunder without the express written consent of COMPANY.   

9.         RESOLUTIONOF DISPUTES

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 such litigation shall be entitled to anaward of costs and reasonable attorneys' fees to be paid by the losing party.

10.       GENERALPROVISIONS

10.1     Notices.  Notice under this Agreement shall besufficient 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 receivedsooner, notices by mail shall be deemed received five (5) days after deposit inthe United States mail. 

10.2     AgreementControls.  Unless otherwise providedfor in this Agreement, the COMPANY's policies, procedures and practices shall governthe relationship between EMPLOYEE and COMPANY.  If, however, any of COMPANY's policies,procedures and/or practices conflict with this Agreement (together with anyamendments hereto), this Agreement (and any amendments hereto) shall control.

10.3     Amendmentand Waiver.  Any provision of thisAgreement may be amended or modified and the observance of any provision may bewaived (either retroactively or prospectively) only by written consent of theparties.  Either party's failure toenforce any provision of this Agreement shall not be construed as a waiver ofthat party's right to enforce such provision.

10.4     GoverningLaw.  This Agreement and theperformance hereunder shall be interpreted under the substantive laws of theState of California.

10.5     ForceMajeure.  Either party shall betemporarily excused from performing under this Agreement if any force majeureor other occurrence beyond the reasonable control of either party makes suchperformance impossible, except a Disability as defined in this Agreement,provided that the party subject to the force majeure provides notice of suchforce majeure at the first reasonable opportunity.  Under such circumstances, performance underthis Agreement which related to the delay shall be suspended for the durationof the delay provided the delayed party shall resume performance of itsobligations with due diligence once the delaying event subsides.  In case of any such suspension, the partiesshall use their best efforts to overcome the cause and effect of suchsuspension.

10.6     Remedies.  EMPLOYEE acknowledges that because of thenature of COMPANY's business, and the fact that the services to be performed byEMPLOYEE pursuant to this Agreement are of a special, unique, unusual,extraordinary, and intellectual character which give them a peculiar value, abreach of this Agreement shall cause substantial injury to COMPANY for whichmoney damages cannot reasonably be ascertained and for which money damageswould be inadequate.  EMPLOYEE thereforeagrees that COMPANY shall have the right to obtain injunctive relief, includingthe right to have the provisions of this Agreement specifically enforced by anycourt having equity jurisdiction, in addition to any other remedies thatCOMPANY may have.

10.7     Severability. If any term, provision, covenant, paragraph, or condition of thisAgreement is held to be invalid, illegal, or unenforceable by any court ofcompetent jurisdiction, that provision shall be limited or eliminated to theminimum extent necessary so this Agreement shall otherwise remain enforceablein 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 contextrequires, words, used in the singular shall be construed to include the pluraland vice versa, and pronouns of any gender shall be deemed to include themasculine, feminine, or neuter gender.

10.9     CounterpartCopies.  This Agreement may be signedin counterpart copies, each of which shall represent an original document, andall of which shall constitute a single document.

10.10   NoAdverse Construction.  The rule thata contract is to be construed against the party drafting the contract is herebywaived, and shall have no applicability in construing this Agreement or theterms hereof.  

10.11   EntireAgreement.  With respect to itssubject matter, namely, the employment by COMPANY of EMPLOYEE, this Agreement(including the documents expressly incorporated therein, such as the EmployeeConfidentiality Agreement), contains the entire understanding between theparties, 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   Assistanceof Counsel.  EMPLOYEE expresslyacknowledges that he was given the right to be represented by counsel of hisown choosing in connection with the terms of this Agreement.

The parties execute this Agreement as of the datestated below:

EMPLOYEE                                               MENTOR CORPORATION

/s/DAVID ADORNETTO 8/20/04               By: s/s/JOSHUA LEVINE 7/20/04David Adornetto/Date                                   Joshua Levine/Date                                                                     President/CEO

                                                                     MentorCorporationNOTICE ADDRESS                                    NOTICE ADDRESS:743 Cathedral Pointe **  **                                  201 Mentor DriveSanta Barbara, California 93111                    SantaBarbara, California 93111