UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington D.C. 20549

                            FORM 10-Q

      {x} Quarterly Report Pursuant to Section 13 or 15(d)
             of the Securities Exchange Act of 1934

      {} Transition Report Pursuant to Section 13 or 15(d)
             of the Securities Exchange Act of 1934


           For the Quarterly Period December 31, 2000
                 Commission File Number  0-7955


                       Mentor Corporation
     (Exact name of registrant as specified in its charter)


     Minnesota                        41-0950791
(State of Incorporation) (I.R.S. Employer Identification Number)


201 Mentor Drive, Santa Barbara, California            93111
  (Address of Principal Executive Offices)          (Zip Code)


Registrant's Telephone Number:     (805) 879-6000



Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                    Yes  X               No

The number of shares outstanding for each of the Issuer's classes
of common stock as of February 12, 2001 was:

         Common stock, $.10 par value 23,675,768 shares


                       Mentor Corporation
                              INDEX

Part I.  Financial Information

     Item 1.  Financial Statements (unaudited)

          Condensed Consolidated Statements of Financial
               Position - December 31, 2000 and March 31, 2000

          Consolidated Statements of Income - Three Months
               Ended December 31, 2000 and 1999

          Consolidated Statements of Income - Nine Months
               Ended December 31, 2000 and 1999

          Condensed Consolidated Statements of Cash Flows -
               Nine Months Ended December 31, 2000 and 1999

          Notes to Condensed Consolidated Financial Statements-
               December 31, 2000

     Item 2.  Management's Discussion and Analysis of Results of
               Operations and Financial Condition

     Item 3.  Quantitative and Qualitative Disclosures About
               Market Risk

Part II. Other Information

     Item 1.   Legal Proceedings

     Item 2.   Changes in Securities

     Item 3.   Defaults upon Senior Securities

     Item 4.   Submission of Matters to a Vote of Security
               Holders

     Item 5.   Other Information

     Item 6.   Exhibits and Reports on Form 8-K

     Signatures

List of Exhibits

     10   Employment agreements

                 PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements



                       Mentor Corporation
     Condensed Consolidated Statements of Financial Position
              December 31, 2000 and March 31, 2000
                           (Unaudited)


                                          December 31,   March 31,
(dollars in thousands)                        2000         2000

ASSETS
Current assets:
  Cash and cash equivalents               $  51,526     $  24,313
  Marketable securities                      20,607        52,563
  Accounts receivable, net                   38,079        45,310
  Inventories                                37,257        34,441
  Deferred income taxes                       7,552         5,739
  Prepaid expenses and other                  4,459         6,096
          Total current assets              159,480       168,462

Property and equipment, net                  35,421        36,522
Intangibles, net                             13,588         4,008
Goodwill, net                                 4,537         4,394
Long-term marketable securities
  and investments                             6,379        12,848
Other assets                                  4,299         4,472
                                             64,224        62,244
Total assets                              $ 223,704     $ 230,706

See Notes to Condensed Consolidated Financial Statements


                       Mentor Corporation
     Condensed Consolidated Statements of Financial Position
              December 31, 2000 and March 31, 2000
                           (Unaudited)


                                      December 31,   March 31,
(dollars in thousands)                    2000         2000

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable                    $   7,386    $  10,342
  Accrued compensation                    6,380        8,972
  Income taxes payable                    1,574        3,868
  Dividends payable                         583          608
  Sales returns                           5,661        6,401
  Warranty and related reserves          10,587        6,563
  Accrued royalties                       1,116        1,600
  Other accrued liabilities               6,324        5,967
          Total current liabilities      39,611       44,321

Deferred income taxes                     1,831        2,743

Shareholders' equity:
  Common stock, $.10 par value:
    Authorized 50,000,000 shares
    Issued and outstanding:
       23,317,915 shares at
        December 31, 2000
     24,208,834 shares at
        March 31, 2000                    2,332        2,421
  Capital in excess of par value          2,174        9,876
  Foreign currency translation
    adjustments                          (3,930)      (2,694)
  Net unrealized gains on securities        924        5,017
  Retained earnings                     180,762      169,022
                                        182,262      183,642

Total liabilities and shareholders'
  Equity                              $ 223,704    $ 230,706


See Notes to Condensed Consolidated Financial Statements


                       Mentor Corporation
                Consolidated Statements of Income
          Three Months Ended December 31, 2000 and 1999
                           (Unaudited)


(in thousands, except per share
data)                                    2000           1999

Net sales                            $   60,978    $   60,587
Costs and expenses:
  Cost of sales                          22,530        23,143
  Selling, general and
     administrative, exclusive of
     restructuring charge                22,760        23,946
  Research and development                4,609         3,902
  Restructuring charge                    1,350             -
                                         51,249        50,991
Operating income                          9,729         9,596
  Interest expense                          (10)           (3)
  Interest income                         1,044         1,017
  Other income, net                        (213)          131
Income from continuing operations
    before income taxes                  10,550        10,741
  Income taxes                            3,372         3,468
Income from continuing operations         7,178         7,273
Income from discontinued
    operations, net of taxes                  -           571
Net income                           $    7,178    $    7,844

Basic earnings per share:
  Continuing operations              $      .31    $      .30
  Discontinued operations                     -           .02
    Basic earnings per share         $      .31    $      .32

Diluted earnings per share:
  Continuing operations              $      .30    $      .29
  Discontinued operations                     -           .02
    Diluted earnings per share       $      .30    $      .31

See notes to consolidated financial statements



                       Mentor Corporation
                Consolidated Statements of Income
          Nine Months Ended December 31, 2000 and 1999
                           (Unaudited)


(in thousands, except per share
data)                                    2000           1999

Net sales                            $   188,112   $   178,733
Costs and expenses:
  Cost of sales                           70,738        66,574
  Selling, general and
    administrative, exclusive of
    restructuring charge                  73,086        72,371
  Research and development                13,795        11,936
  Restructuring charge                     2,400             -
                                         160,019       150,881
Operating income                          28,093        27,852
  Interest expense                           (96)          (32)
  Interest income                          3,282         1,999
  Other income, net                          620           (31)
Income from continuing operations
    before income taxes                   31,899        29,788
  Income taxes                            10,365         9,527
Income from continuing operations         21,534        20,261
Income from discontinued
    operations, net of taxes                   -         7,797
Net income                           $    21,534   $    28,058

Basic earnings per share:
  Continuing operations              $       .91   $       .83
  Discontinued operations                      -           .32
    Basic earnings per share         $       .91   $      1.15

Diluted earnings per share:
  Continuing operations              $       .89   $       .81
  Discontinued operations                      -           .31
    Diluted earnings per share       $       .89   $      1.12

See notes to consolidated financial statements


                       Mentor Corporation
         Condensed Consolidated Statements of Cash Flows
          Nine Months Ended December 31, 2000 and 1999
                           (Unaudited)

(in thousands)                            2000       1999

Net cash provided by continuing
  operating activities                 $  29,150   $  24,714
Net cash used in discontinued
  operating activities                         -      (6,925)
Net cash provided by operating
  activities                              29,150      17,789

Cash from Investing Activities:
  Purchases of property, equipment,
    and intangibles                       (6,634)     (7,807)
  Purchases and sales of marketable
    securities, net                       33,225     (50,738)
  Other, net                                 172         (21)
Net cash provided by (used for)
  continuing investing activities         26,763     (58,566)
Net cash provided by discontinued
  investing activities                         -      59,392
Net cash provided by
  investing activities                    26,763         826

Cash from Financing Activities:
  Proceeds from exercise of stock
    Options                                1,166       3,501
  Dividends paid                          (1,797)     (1,833)
  Borrowings under line of credit
    agreement                              6,000           -
  Repayments under line of credit
    agreement                             (6,000)     (4,000)
  Repurchase of common stock             (28,069)    (10,227)
Net cash used for financing activities   (28,700)    (12,559)

Increase in cash and cash equivalents     27,213       6,056
Cash and cash equivalents at beginning
  of period                               24,313      19,533
Cash and cash equivalents at end of
  period                               $  51,526   $  25,589

See notes to consolidated financial statements


                       Mentor Corporation
      Notes to Condensed Consolidated Financial Statements
                        December 31, 2000


Note A - Summary of Significant Accounting Policies

The   accompanying  unaudited  condensed  consolidated  financial
statements  have  been  prepared  in  accordance  with  generally
accepted  accounting principles for interim financial information
and with instructions to Form 10-Q and Article 10 of Regulation S-
X.  Accordingly,  they do not include all of the information  and
footnotes  required  by generally accepted accounting  principles
for  complete financial statements. In the opinion of management,
all   adjustments  (consisting  of  normal  recurring   accruals)
considered necessary for a fair presentation have been  included.
Operating  results  for  the three-month and  nine-month  periods
ended  December  31, 2000 are not necessarily indicative  of  the
results that may be expected for the year ended March 31, 2001.

The  balance  sheet at March 31, 2000 has been derived  from  the
audited  financial statements at that date but does  not  include
all  of  the  information  and footnotes  required  by  generally
accepted accounting principles for complete financial statements.

For  further  information,  refer to the  consolidated  financial
statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended March 31, 2000.

Note B - Inventories

Inventories at December 31, 2000 and March 31, 2000 consisted of:

(in thousands)              Dec 31,       March 31,

Raw materials            $   6,053      $   5,880
Work in process              7,040          7,068
Finished goods              24,164         21,493
                         $  37,257      $  34,441

Note C - Long-Term Marketable Securities

The  Company's  long-term marketable securities  and  investments
include   the  Company's  equity  investments  in  its  partners,
Intracel  Corporation and North American Scientific, Inc.  (NASI)
and  shares  of  Paradigm  Medical  Industries,  Inc.  (Paradigm)
received  in  connection with the sale of assets of  discontinued
operations.   Intracel Corporation is developing a new  potential
treatment for bladder cancer. The Intracel Corporation investment
is  carried  at $3 million adjusted cost as quoted market  prices
are  not available.  Also included is a equity interest in  NASI,
the  Company's manufacturing partner under an exclusive agreement
for the distribution of brachytherapy seeds for the treatment  of
prostate  cancer,  and  an equity interest  in  Paradigm.   These
investments  are  recorded at fair market  value  of  $3,378,000,
(cost  of  $1,956,000) and $9,840,000 (cost of $2,122,000)  based
upon  quoted stock market prices at December 31, 2000  and  March
31,  2000,  respectively.  The unrealized gain  of  $924,000  and
$5,017,000, net of taxes of $498,000 and $2,701,000, at  December
31,  and  March 31, 2000, respectively, is reported as a separate
component of shareholders' equity.  The Company sold a portion of
its  NASI securities and realized a gain of $1,098,000 during the
first  six months of fiscal 2001. The gain was reflected in other
income, net.

Note D - Comprehensive Income

The components of comprehensive income are listed below:

                            Three Months Ended Nine Months Ended
                               December 31,       December 31,
(in thousands)                2000     1999      2000    1999

Net income                  $ 7,178   $ 7,844   $21,534  $28,058
Foreign currency
  translation adjustment        (12)     (738)   (1,236)    (977)
Unrealized gains (losses)
  on investment activities   (2,493)    1,538    (4,093)   2,072
Comprehensive income        $ 4,673   $ 8,644   $16,205  $29,153

Note E - Business Segment Information

The  Company's operations are principally managed on a functional
basis and reported on a product or geographic basis.  As a result
there   are  four  reportable  segments:  Aesthetic  and  General
Surgery,  Surgical  Urology,  Clinical  and  Consumer  Healthcare
products, and International.

The  Aesthetic  and  General  Surgery products  segment  consists
primarily  of breast implants, tissue expanders and the Company's
Contour  Genesis  Ultrasonic equipment product  line  along  with
equipment  and  disposables  for  traditional  liposuction.   The
Surgical  Urology  segment  includes  penile  implants,  surgical
incontinence  products and brachytherapy seeds for the  treatment
of prostate cancer.  The Clinical and Consumer Healthcare segment
includes  catheters  and other products  for  the  management  of
urinary  incontinence  and retention.  The International  segment
includes   the   operations  of  the   Company's   wholly   owned
international  sales offices, which cover most of  the  Company's
implantable product lines, and a small European manufacturing and
distribution facility.  Segment revenues include domestic  sales,
sales  to  independent  foreign distributors  and  sales  to  the
Company's direct international sales offices.

Selected  financial  information  for  the  Company's  reportable
segments  for  the  quarter  ended December  31,  2000  and  1999
follows:
                          Three Months Ended    Nine Months Ended
                             December 31,          December 31,
(in thousands)              2000       1999      2000       1999
Revenues
Aesthetic and General
  Surgery                $ 32,568    $ 31,056  $ 99,217   $ 93,872
Surgical Urology           12,772      13,216    39,793     36,222
Clinical and Consumer
  Healthcare               11,174      11,173    34,050     33,166
International               9,375       9,335    30,256     29,086
  Total reportable
    Segments               65,889      64,780   203,316    192,346
Elimination of inter-
  Segment revenues         (4,911)     (4,193)  (15,204)   (13,613)
  Total consolidated
    Revenues             $ 60,978    $ 60,587  $188,112   $178,733


                          Three Months Ended    Nine Months Ended
                             December 31,          December 31,
(in thousands)              2000       1999      2000       1999
Operating profit (loss)
  From continuing
  Operations
Aesthetic and General
  Surgery                $  8,883    $  7,264  $ 24,329   $ 24,737
Surgical Urology            1,377       2,427     4,869      4,990
Clinical and Consumer
  Healthcare                1,884       2,215     5,654      6,042
International               1,064       1,420     4,316      4,868
  Total reportable
  Segments                 13,208      13,326    39,168     40,637
Corporate operating        (3,478)     (3,730)  (11,074)   (12,785)
  expenses
Interest expense              (11)         (3)      (97)       (32)
Interest income             1,044       1,017     3,282      1,999
Other income (loss)          (213)        131       620        (31)
Income from continuing
  operations before
  taxes                  $ 10,550    $ 10,741  $ 31,899   $ 29,788


                                      December 31,   March 31,
(in thousands)                            2000          2000
Identifiable assets
Aesthetic and General Surgery        $  62,382      $  56,583
Surgical Urology                        23,284         23,429
Clinical and Consumer Healthcare        21,857         26,714
International                           25,753         24,627
  Total reportable segments            133,276        131,353
Corporate and other                     90,427         99,353
Consolidated assets                  $ 223,703      $ 230,706
Note F - Discontinued Operations

In  May  1999, the Company announced that its Board of  Directors
had decided to divest the ophthalmology business, which accounted
for  approximately 16% of sales in fiscal 1999.  Consistent  with
the  plan to dispose of its ophthalmic business segment, the  net
assets  and operations of the ophthalmic segment of the business,
comprised   of  the  intraocular  lens  products  and  ophthalmic
equipment lines, have been classified as discontinued operations.

A   summary   of  the  results  of  operations  for  discontinued
operations  for  the  three-month and  nine-month  periods  ended
December 31, 1999 follows:

                                  Three Months    Nine Months
                                     Ended           Ended
                                  December 31,    December 31,
(in thousands)                        1999            1999
Revenues                         $     152      $     14,114

Income (loss) before income      $    (735)     $        367
taxes
Income tax (benefit) expense          (235)            1,115
Net (loss) from discontinued
  Operations                          (500)             (748)
Gain from disposal, net of
  taxes of $5,107 and $8,933         1,071             8,545
Income from discontinued
  Operations, net of taxes       $     571      $      7,797

During the quarter ended June 30, 1999, the Company completed the
sale  of  the assets of the intraocular lens business,  for  cash
consideration of $38.4 million.  On October 4, 1999  the  Company
completed  the  sale of the remaining assets  of  the  Ophthalmic
equipment  business for cash consideration of $21  million.   The
Company  recorded  an  after  tax a gain  of  approximately  $1.1
million from this transaction in the third quarter.

At  December  31, 2000 and March 31, 2000, remaining  assets  and
liabilities   related   to  discontinued  operations   were   not
significant.

Note G - Earnings per Share

A  reconciliation of weighted average shares outstanding, used to
calculate  basic earnings per share, to weighted  average  shares
outstanding assuming dilution, used to calculate diluted earnings
per share, follows:

                            Three Months Ended   Nine Months Ended
                               December 31,        December 31,
                              2000      1999      2000      1999
Average outstanding shares:
  Basic                       23,319    24,357    23,632   24,419
Shares issuable through
  Options                        404       740       547      677
Average common shares
  Outstanding:  Diluted       23,723    25,097    24,179   25,096

Certain  Employee  stock  option s have been  excluded  from  the
computation of diluted earnings per share because their effective
would be anti-dilutive.

Note H - Interim Reporting

The  Company's three quarterly interim reporting periods are each
approximately thirteen-week periods ending on the Friday  nearest
the end of the third calendar month.  The fiscal year end remains
March  31.   To  facilitate  ease of presentation,  each  interim
period is shown as if it ended on the last day of the appropriate
calendar month.  The actual dates for each quarter end are  shown
below:

                          Fiscal 2001          Fiscal 2000

First Quarter          June 30, 2000       July 2, 1999
Second Quarter         September 29, 2000  October 1, 1999
Third Quarter          December 29, 2000   December 31, 1999

Note I - Effects of Recent Accounting Pronouncements

In  December 1999, the Securities and Exchange Commission  issued
Staff  Accounting  Bulletin  No.  101  "Revenue  Recognition   in
Financial Statements" or SAB 101.  SAB 101 summarizes certain  of
the  SEC  Staff's views in applying generally accepted accounting
principles  to  revenue recognition in financial statements.   In
addition,  the  Financial  Accounting  Standards  Board,   (FASB)
Emerging  Issue Task Force, (EITF) issued EITF 00-10: "Accounting
for  Shipping  and  Handling Fees and Costs."   The  Company  has
evaluated the combined effect that these pronouncements will have
on  its  revenue recognition policies.  Net income  will  not  be
effected;  however, both Revenue and Cost of goods sold  will  be
increased by equal amounts.  The changes will amount to less than
1%  of  revenue in any period presented.  The Company will  adopt
the  provisions of these two pronouncements in the fourth quarter
ending March 31, 2001.

Note J - Acquisition of Intangible assets

Certain  technologies  related  to  the  manufacture  of  mammary
prostheses were developed under a 1983 agreement with  a  limited
partnership  whereby  the  limited  partners  contributed   money
towards  the  development  of  the  technology  in  exchange  for
payments  based upon a percentage of future sales of the products
utilizing the technology.

During  the  first  quarter  ended  June  30,  2000  the  Company
exercised  its  option under the Agreement of Purchase  and  Sale
between  Mentor Corporation and the Partnership, as  amended,  to
make  a  lump sum payment to the Limited Partners in lieu of  all
future payments and rights.  The Limited Partners could elect  to
be  paid in cash, the Company's common stock, or a combination of
cash  and  common stock.  This transaction was completed  in  the
second  quarter  ended September 30, 2000.  The limited  partners
elected  to be paid $1.0 million in cash and 434 thousand  shares
of   the  Company's  common  stock,  the  transfer  of  which  is
restricted  under rule 144.  The shares were valued at  the  fair
market  value  on  the  date  of issuance,  of  approximately  $9
million.   Accordingly,  the purchased  partnership  rights  were
recorded as $10.1 million, cost, as an intangible asset and  will
be amortized over their estimated economic life.

Note K - Restructuring charge

In September 2000, Mentor initiated a restructuring plan as part
of a strategic initiative to streamline operations and improve
the efficiency of the Company.  Early in October, staff
reductions at the Corporate headquarters were announced and costs
were estimated to total $1.8 million.  The plan was later
expanded to include employee reductions at the two manufacturing
plants.  The total plan includes a reduction in workforce of
approximately 70 employees and changes in internal organization
structure.  Employees effected by the restructuring were provided
with a severance package, outplacement counseling and extended
benefits totaling approximately $2.4 million.  The Company
recorded $1.05 million of the restructuring charge in the quarter
ended September 30, 2000 and the remaining $1.35 million in the
quarter ending December 31, 2000.  Approximately $2.2 million of
the total amount of $2.4 million was paid in the third quarter.


Note L - Events Subsequent to December 31, 2000

On January 22, 2001, the Company announced the acquisition of
South Bay Medical, a privately held Minneapolis based medical
device company.  South Bay developed a computer workstation and
automated cartridge-based needle loading system used in
brachytherapy procedures for the treatment of prostate cancer.
The Company paid $2 million in cash and $4 million in restricted
common stock at closing.  Additional cash and restricted common
stock will be paid based upon achievement of milestones and other
performance factors.  The acquisition will be recorded as a
purchase in the fourth quarter ending March 31, 2001.

On February 9, 2001, the Company announced the acquisition of
Porges S.A., a subsidiary of Sanofi-Synthelabo.  Porges is a
manufacturer of urological products with headquarters in Paris,
dedicated manufacturing facilities in Sarlat, France and eight
wholly owned sales subsidiaries covering most European markets
and Japan.  Porges had sales last year of approximately $42
million.  The acquisition was financed from the Company's
existing cash and by a $14-million draw down on the Company's
line of credit.  The acquisition will be recorded as a purchase
in the fourth quarter.


Item 2.   Management's Discussion and Analysis of Results of
          Operations and Financial Condition

Except  for  the  historical information  contained  herein,  the
matters discussed in this Management's Discussion contain certain
forward-looking  statements that involve  risk  and  uncertainty.
Such  forward-looking statements are characterized by  future  or
conditional  verbs  and  include  statements  regarding  new  and
existing  products,  technologies and opportunities,  market  and
industry  segment  growth and demand and acceptance  of  new  and
existing products.  Such statements are only predictions and  our
actual  results  may differ materially from those anticipated  in
these  forward-looking statements.  Factors that may  cause  such
differences   include,   but  are  not  limited   to,   increased
competition,  changes  in  product  demand,  changes  in   market
acceptance,  new product development, obtaining FDA  approval  of
new  and  existing  products, changes in  government  regulation,
supply  of  raw  materials,  changes in reimbursement  practices,
adverse results of litigation and other risks identified in  this
Form  10-Q  or in other documents filed by the Company  with  the
Securities and Exchange Commission.  Specific attention should be
directed   to  the  sections  entitled  "Government  Regulation",
"Product Liability", and "Factors that May Effect Future  Results
of  Operations" in the Company's Annual Report on Form  10-K  for
the  fiscal  year ended March 31, 2000.  The Company  assumes  no
obligation  to update forward-looking statements as circumstances
change.

In  May  1999, the Company announced that its Board of  Directors
decided to divest the ophthalmology business, which accounted for
approximately 16% of sales in fiscal 1999.  The Company completed
the  sale  of the assets of the intraocular lens portion  of  the
ophthalmology business in the quarter ended June  30,  1999.   In
the  quarter  ended December 31, 1999, the Company completed  the
sale  of  the  remaining  assets of the  Ophthalmology  business,
primarily the equipment product lines.  Accordingly, the  Company
accounts   for   the  ophthalmic  business  as  a   "Discontinued
Operations"  in  accordance  with Generally  Accepted  Accounting
Principles.  Accordingly, results of operations of the ophthalmic
business  are reported, on a net basis, as a single line  on  the
financials.  All prior period amounts in this Form 10-Q have been
presented  to  exclude the operating results  of  the  ophthalmic
business as discontinued operations.

RESULTS OF OPERATIONS

Sales

Sales  for  the  three months ended December 31,  2000  were  $61
million  compared to $60.6 million for the same  quarter  of  the
prior  year.   Sales were negatively effected  by  the  continued
strength  of  the  U.S. dollar versus other  currencies  and  the
general  slowdown in the economy.  Sales growth  in  key  product
lines was offset by weaknesses in other product lines.

Aesthetic  surgery sales in the U.S. domestic market grew  by  7%
over the prior year, but international sales declined by 4%.   In
the  domestic  breast implant market, the strongest  segment  was
reconstruction,  with sales growth of 9%  over  last  year.   The
cosmetic  augmentation  market grew  by  2%  and  sales  of  body
contouring (liposuction) products declined by 3% for the  quarter
resulting  in  overall sales of $36.6 million for  aesthetic  and
general  surgery products, an increase of 5% over  third  quarter
last year.

Sales of surgical urology products totaled $12.8 million for  the
quarter a decrease of 6% from the same quarter in the prior year.
Sales of our Suspend sling implant for incontinence decreased 12%
compared  to a particularly strong quarter in the previous  year,
and  had  sequential quarter growth of 9%.  Brachytherapy product
sales  decreased by 3%, and penile implant sales decreased by  4%
from a year ago.

The clinical and consumer healthcare product line, consisting  of
urological  catheters and other disposables, sales totaled  $11.5
million,  a  decline of 3% compared to third quarter  last  year.
Domestic  sales increased 4% over the prior year but were  offset
by a sharp decline in international sales.

For  the  nine months ended December 31, 2000 sales increased  5%
from  $179  million  to $188 million.  Surgical  Urology  product
revenue   increased  8%  primarily  due  to  strong   growth   in
brachytherapy  seeds  and Suspend Sling.  Aesthetic  and  General
surgery  products  increased 6% reflecting 7% growth  in  mammary
implant  revenues and a 8% decrease in body contouring  revenues.
Clinical and Consumer Healthcare sales for the nine-month year-to-
date  period  are consistent with last year, and  sales  for  the
fiscal year are expected to show a slight gain.

Sales   growth  in  the  quarter  ending  March  31,   2000   was
particularly  strong  primarily due to the  Company's  direct-to-
consumer campaign in the Aesthetic segment.  Sales growth for the
comparable  quarter  ending March 31,  2001  is  expected  to  be
consistent with the growth reported in the third quarter.

                             Sales by Principal Product Line
                 For the Three Months Ended   For the Nine Months Ended
                        December 31,                December 31,
                                    Percent                      Percent
                  2000      1999    Change     2000      1999    Change
Aesthetic &
 General Surgery
 Products        $36,617  $34,955     4.8%   $112,845  $106,183    6.3%
Surgical Urology
 Products         12,844   13,733    (6.5%)    40,399    37,481    7.8%
Clinical &
 Consumer
 Healthcare
 Products         11,517   11,899    (3.2%)    34,868    35,069   (0.6%)
                 $60,978  $60,587     0.6%   $188,112  $178,733    5.2%

Cost of Sales

Cost of sales as a percent of net sales for the quarter and nine-
month  period  ended  December 31, 2000  were  36.9%  and  37.6%,
respectively compared to 38.2% and 37.2% for the same  periods  a
year ago.  The change was primarily attributable to manufacturing
efficiencies,  and a shift in the Company's product  mix  towards
higher  margin  Aesthetic Products combined with  a  decrease  in
lower  margin  international  sales  during  the  quarter.   This
reverses  a  recent trend towards lower margins attributable  the
increased  percentage of total sales represented by two  products
(brachytherapy   seeds  and  the  Suspendr   Sling)   which   are
distributed  by  the  Company under alliance  agreements.   These
alliance  products  generate gross margins of approximately  50%,
which  is  lower than the margin generated by products  that  are
both  manufactured and distributed by the Company.  In  addition,
gross  margins  were negatively impacted by the strength  of  the
dollar in our European markets during the recent quarter.

The  Company's  anticipates that future sales of  these  alliance
products  will grow more rapidly than the higher margin  products
manufactured   by   Mentor.    Consequently,   despite   improved
manufacturing  efficiencies, gross margins are  not  expected  to
continue their recent trend of improvements due to the change  in
product mix.

Selling, General and Administrative Expenses

Selling,  general and administrative expenses, exclusive  of  the
restructuring charge, were 37.3% of sales in the quarter compared
to  39.5% in the comparable period in the previous year.  For the
nine  months  ended  December  31,  2000  selling,  general   and
administrative expenses decreased to 38.9% of sales  from  40.5%.
The  decrease reflects lower spending on the Company's direct-to-
consumer  advertising campaign partially offset by  increases  in
product liability reserves and information technology costs.   In
addition,  cost  savings from the Company's recent  restructuring
contributed to the improvement in the third quarter and the  nine
months ended December 31, 2000.

The Company announced a reduction in corporate staff at its
headquarters in Santa Barbara as part of a restructuring move to
streamline operations and improve efficiency.  Employees affected
by the restructuring were provided with a severance package,
outplacement counseling and extended benefits to help with the
transition.  This program resulted in a restructuring charge of
approximately $2.4 million of which $1.05 million was recorded in
the second quarter and $1.35 million in the third quarter.

Research and Development

Research  and development expenses as a percent of net sales  for
the  quarter and nine-month period ended December 31,  2000  were
7.6%  and  7.3%, respectively compared to 6.4% and 6.7%  for  the
same  periods  a  year  ago.  The increases are  attributable  to
spending  on  the Company's ongoing clinical studies  related  to
silicon  gel mammary implants.  In May 2000, the Company received
FDA  approval  for  saline-filled breast  implants  and  in  July
received  similar  regulatory clearance on our inflatable  penile
implants.  Although the Company has successfully completed  these
PMAA  submissions,  the  amount  of  spending  on  research   and
development is not expected to decrease as the focus of  research
and   development   efforts  will  shift  towards   new   product
development.  In addition, the Company is committed to a  variety
of  clinical  and  laboratory  studies  in  connection  with  its
ultrasonic liposuction equipment, gel-filled mammary implants and
other products.

The  Company  has  an  investment in  Intracel  Corporation,  its
partner  for a potential bladder cancer treatment.  The  Intracel
agreement  required the Company to pay $1 million  per  year  for
three  years to defray the costs of the clinical trials  for  the
product.  The Company previously paid $2 million to Intracel  for
the  clinical  trials under this agreement.  In  June  2000,  the
agreement  was  modified to increase Mentor's  commitment  by  $1
million.  The  Company began paying the remaining $2  million  in
quarterly payments of $250 thousand on July 1, 2000.

Interest and Other Income and Expense

Interest expense was $10 thousand in the quarter compared  to  $3
thousand  in the same quarter of the previous year.   During  the
quarter  ended June 30, the Company borrowed under  its  line  of
credit to fund its stock repurchase program.  The borrowings were
repaid during the same quarter.

Interest  income  for the three months ended  December  31,  2000
increased  slightly  above  the $1.0  million  reported  for  the
comparable  period in the previous year.  Slightly higher  coupon
rates  and an increased usage of fully taxable investments offset
somewhat  lower levels of cash and marketable securities  in  the
current year as compared to the same period last year.

Other  income and expense, primarily includes realized  gains  on
sales  of  marketable securities recorded as long-term marketable
securities  available for sale, gains or losses on  disposals  of
assets,  and  foreign  currency gains or losses  related  to  the
Company's foreign operations.  The Company did not have any sales
of  marketable  securities during the quarter ended  December  31
2000  and  recorded a gain on sales of marketable  securities  of
$1,098,000 for the nine months ended December 31, 2000.

Income Taxes

The  effective  rate of corporate income taxes for  the  year  is
approximately  32.5%, as compared to 31.8% in the same  period  a
year  ago.  The increase in the effective rate is the net  effect
of  several  offsetting  items  and  relates  primarily  to  non-
deductible  expenses,  foreign  operations,  and  utilization  of
research and development credits.

Income from Continuing Operations

Income  from continuing operations decreased slightly  from  $7.3
million  reported in the previous year to $7.2  million  for  the
third  quarter of fiscal 2001.  Income from continuing operations
for  the  nine-month  period ended December 31,  2000  was  $21.5
million  compared to $20.3 million for the comparable period  the
prior year and an increase of 6%.  The operating income of fiscal
2001  includes the restructuring charge of $2.4 million described
above.   Diluted  earnings per share from  continuing  operations
were  $0.30  for the quarter compared to $0.29 for the comparable
period  last  year, an increase of 3%.  Although the increase  in
diluted   earnings  per  share  from  continuing  operations   is
consistent  with the increase in sales, the restructuring  charge
offset improvements in operating trends and other efficiencies as
well as the effect of fewer shares outstanding as a result of the
share buyback program.

Discontinued Operations

In  May  1999, the Company announced that its Board of  Directors
decided to divest the ophthalmology business, which accounted for
approximately 16% of sales in fiscal 1999.  The Company completed
the  sale  of the assets of the intraocular lens portion  of  the
ophthalmology  business  in  the quarter  ended  June  30,  1999.
Accordingly, the Company accounts for the ophthalmic business  as
a "Discontinued Operations" in accordance with Generally Accepted
Accounting Principles.

For  the  quarter  ended December 31, 1999 the  Company  had  net
income from discontinued operations of $571 thousand, net of tax.
The  results  of  discontinued operations for the  quarter  ended
December  31, 1999 included a $1.1 million gain, net of tax  from
the   sale   of  the  Ophthalmic  equipment  business  for   cash
consideration  of $21 million and a net loss from  operations  of
approximately  $.5  million. During the quarter  ended  June  30,
1999,  the  Company  completed the sale  of  the  assets  of  the
intraocular lens business, recording a gain of $7.5 million,  net
of  tax.   By  March  31,  2000  the Company  had  completed  its
divestiture of discontinued operations, accordingly there were no
significant  remaining  assets  or  liabilities  related  to  the
Ophthalmic  division.   There  were  no  discontinued  operations
during the quarter ended December 31, 2000.

LIQUIDITY AND CAPITAL RESOURCES

At  December  31,  2000, the Company's working capital  was  $120
million  compared  to  $124  million  at  March  31,  2000.   The
Company's working capital needs were provided from operations.

The  Company  generated  $29  million  of  cash  from  continuing
operations  during  the  nine months  ended  December  31,  2000,
compared to $25 million the previous year.

The  Company  anticipates investing approximately $6  million  in
facilities and capital equipment in fiscal 2001.  The majority of
the  expenditures will be for facility upgrades at the  Company's
facilities in the Netherlands and Texas, as well as for enhancing
the Company's information technology capabilities.

The  Company has a line of credit for $25 million.  In  order  to
temporarily  fund stock repurchases in fiscal 2001,  the  Company
borrowed  and repaid $6 million on its line of credit during  the
quarter ended June 30, 2000.

The  Company's Board of Directors has authorized an ongoing stock
repurchase  program.  The objectives of the program, among  other
items,  are  to  offset  the issuance of stock  options,  provide
liquidity  to  the  market and to reduce the  overall  number  of
shares outstanding.  Repurchases are subject to market conditions
and  cash  availability.  In May 1999, the  Board  increased  the
repurchase  authorization  by 4 million  shares  to  4.6  million
shares.   The  Company intends to continue the  share  repurchase
program in fiscal 2001, and repurchased 1,493 thousand shares for
$28.1  million during the first three quarters.  As of  September
30,  2000  authorization  to repurchase 2.3  million  shares  was
remaining.

For the last several years, the Company has paid a quarterly cash
dividend  of $.025 per share.  On February 13, 2001 the Board  of
Directors approved an increase in the quarterly cash dividend  to
$.03  per share, and increase of 20%.  At the indicated  rate  of
$.12   per  year,  the  aggregate  annual  dividend  would  equal
approximately $2.8 million.

Certain  technologies  related  to  the  manufacture  of  mammary
prostheses were developed under a 1983 agreement with  a  limited
partnership  whereby  the  limited  partners  contributed   money
towards  the  development  of  the  technology  in  exchange  for
payments  based upon a percentage of future sales of the products
utilizing  the  technology.  The Company  paid  approximately  $2
million  in such payments to the partnership for last year.   The
Company  was  the  general  partner for  this  partnership.   The
agreement  included  an  option to purchase  the  technology  and
thereby terminate the partnership.

The  Company exercised its option to make a lump sum  payment  to
the  Limited Partners in lieu of all future payments  and  rights
according  to  the Agreement of Purchase and Sale between  Mentor
Corporation  and  the  Partnership,  as  amended.   The   Limited
Partners  could elect to be paid in cash, Company's stock,  or  a
combination.   This  transaction  was  completed  in  the  second
quarter  ended September 30, 2000.  The limited partners  elected
to  be  paid $1.0 million in cash and 434 thousand shares of  the
Company's  common  stock.   The  stock,  transfer  of  which   is
restricted  by rule 144, was valued at the fair market  value  on
the  date of issuance, of approximately $9 million.  The decrease
in  payments  to  the partners will be offset  by  the  increased
amortization  of  the  new intangible asset  and  the  additional
common  shares  outstanding,  thus having  a  neutral  effect  on
earnings per share.

On January 22, 2001, subsequent to the end of the quarter, the
Company announced the acquisition of South Bay Medical, a
privately held Minneapolis based medical device company.  South
Bay developed a computer workstation and automated
cartridge-based needle loading system used in brachytherapy
procedures for the treatment of prostate cancer.  The Company
paid $2 million in cash and $4 million in restricted common stock
at closing.  Additional cash and restricted common stock will be
paid based upon achievement of milestones and other performance
factors.

On February 9, 2001, subsequent to the end of the quarter, the
Company announced the acquisition of Porges S.A., a subsidiary of
Sanofi-Synthelabo.  Porges is a manufacturer of urological
products with headquarters in Paris, dedicated manufacturing
facilities in Sarlat, France and eight wholly owned sales
subsidiaries covering most European markets and Japan.  Porges
had sales last year of approximately $42 million.  The
acquisition was financed from the Company's existing cash and by
a $14-million draw down on the Company's line of credit.

The  Company's principal source of liquidity at December 31, 2000
consisted  of $72 million in cash and marketable securities  plus
$25  million  available under its line of credit.  Subsequent  to
the  end  of the quarter, the Company borrowed approximately  $14
million  of the line to partially finance the purchase of  Porges
S.A.  mentioned above.  The Company believes that funds generated
from  operations,  its cash and marketable securities  and  funds
available under its line of credit will be adequate to  meet  its
working  capital  and  capital expenditure  requirements  through
fiscal 2001.

Item 3.   Quantitative and Qualitative Disclosures about Market
          Risk

There  has been no material changes in the Company's exposure  to
market  risk as reported in Item 7A in the annual report on  Form
10-K for the fiscal year ended March 31, 2000.


                   PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

          In regards to the litigation reported in Item 3 of the
annual report on Form 10-K for the fiscal year ended March 31,
2000, there have been no material changes.

Item 2.   Changes in Securities

          None

Item 3.   Defaults Upon Senior Securities

          No event constituting a material default has occurred
respecting any senior security of the Registrant.

Item 4.   Submission of Matters to a Vote of Security Holders

At  the  Company's 2000 Annual Meeting of Shareholders  held  on
September  19,  2000,  the  proposal Number  2  to  approve  the
Company's  2000  Long-term  Incentive  Plan  was  discussed  and
adjourned to October 19 at 10:00 a.m. in Santa Barbara to  allow
the  board  to  collect  and consider  input  from  shareholders
concerning  the  proposed  Long-term  Incentive  Plan.   At  the
reconvened  meeting there were 13,153,458  (including  2,161,942
proxies  given  to  management)  votes  for  the  proposal   and
8,315,840 against.  Prior to the reconvened meeting, the Company
determined  after considering input from the shareholders,  that
the  number of shares authorized under the plan would be reduced
from 7,500,000 to 3,000,000 shares and that the plan terms would
not allow option repricing.  In light of the changes made to the
plan,  the  Board  intends  to  submit  the  amended  plan   for
shareholder vote at the next Annual shareholder's meeting.

Item 5.   Other Information

     (a)  See Note L - Events Subsequent to December 31, 2000.

     (b)  The Securities and Exchange Commission informed the
Company that it is investigating, under a formal order of
investigation, the events relating to the March 23, 2000 USA
Today article entitled "Breast Implant manufacturer under
investigation by the FDA," which was authored by Rita Rubin, and
the March 23, 2000 press release issued by Mentor responding to
that article, and possibly other matters.  The Company is
cooperating fully with the SEC's investigation.  An investigation
does not indicate that the SEC or its staff has concluded that
violations of law have occurred.

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits (listed by number corresponding to the Exhibit
               Table of Item 601 in Regulation S-K)

          10 (a) Employment Agreement, dated October 16, 2000
          between Mentor Corporation and Eugene G. Glover.

          10 (b) Employment Agreement, dated November 28, 2000
          between Mentor Corporation and Ramona Schwab.

          10 (c) Employment Agreement, dated November 28, 2000
          between Mentor Corporation and Bobby K. Purkait.

          (b)  Reports on Form 8-K

               (1) On October 13, 2000 the Company filed a
               current report on Form 8-K under Item 5 concerning
               the Press release dated September 28, 2000 "Mentor
               Chairman Resumes CEO Position."

               (2) On October 16, 2000 the Company file a current
               report on Form 8-K under item 5 concerning the
               press release dated October 10, 2000 "Mentor
               Announces reduction in Corporate Staff."


                           SIGNATURES

Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the registrant has duly caused this report to be signed  on
its behalf by the undersigned thereunto duly authorized.

MENTOR CORPORATION
(Registrant)


DATE:     February 13, 2001        BY:  /s/CHRISTOPHER CONWAY
                                        Christopher J. Conway
                                        President and
                                        Chief Executive Officer


DATE:     February 13, 2001        BY:  /s/ADEL MICHAEL
                                        Adel Michael
                                        Senior Vice President
                                        Chief Financial Officer



                          EXHIBIT 10(a)
                      EMPLOYMENT AGREEMENT

     This Employment Agreement, dated October 16, 2000, is by and
between MENTOR Corporation ("COMPANY"), with its executive
offices at 201 Mentor Drive, Santa Barbara, California 93111, and
Eugene Glover ("EMPLOYEE") of 1564 Ramona Lane, Santa Barbara,
California 93108.

     RECITALS

     COMPANY is in the business of manufacturing and selling
medical devices and related products. EMPLOYEE has experience in
this business and possesses valuable skills and experience, which
will be used in advancing COMPANY's interests. EMPLOYEE is
willing to be engaged by COMPANY and COMPANY is willing to engage
EMPLOYEE in an executive capacity responsible for the Advanced
Development operations of COMPANY, upon the terms and conditions
set forth in this Agreement. Effective with the date of this
Agreement, GLOVER becomes an employee of the Company and
therefore his status changes from outside Director to that of
inside Director.  Consequently, EMPLOYEE is not eligible for
benefits granted to outside Directors from this date forward and
for so long as EMPLOYEE remains an active employee of Company.
However, all benefits granted previously under previous status of
outside Director shall not be rescinded.

                            AGREEMENT

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

1.   SERVICES

     1.1  General Services.

          1.1.1  Company shall employ EMPLOYEE as Senior Vice
          President, Advanced Development. EMPLOYEE shall perform
          the duties customarily performed by one holding such
          position in a similar business as that engaged in by
          COMPANY.  To the extent that they do not reduce the
          scope of the responsibilities described above,
          EMPLOYEE's duties may change from time to time on
          reasonable notice, based on the needs of COMPANY and
          EMPLOYEE's skills as determined by COMPANY.  These
          duties shall hereinafter be referred to as "Services."
          EMPLOYEE shall report directly to the Chairman of the
          Board, President and Chief Executive Officer of Mentor
          Corporation.

     1.1.2  As Senior Vice President, Advanced Development of
               COMPANY, EMPLOYEE shall also be an officer of
               COMPANY and shall serve in such capacity without
               further compensation.  In the event that EMPLOYEE
               shall from time to time serve COMPANY as a
               director or shall serve in any other office during
               the term of this Agreement; EMPLOYEE shall serve
               in such capacities without further compensation.
               If EMPLOYEE is, for any reason, removed as an
               officer or director of the COMPANY by the Board of
               Directors of COMPANY, such removal shall be
               without prejudice to EMPLOYEE's contractual rights
               under this Agreement.

          1.1.3.  EMPLOYEE shall devote his entire working time,
          attention, and energies to 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 activity is pursued for gain, profit or
          other pecuniary advantage, without the prior written
          consent of the Board of Directors of COMPANY.  This
          shall not be construed as preventing EMPLOYEE from
          investing his assets in a form or manner that does not
          require any services on the part of EMPLOYEE in the
          operation or affairs of the entities in which such
          investments are made, or from engaging in such civic,
          charitable, religious, or political activities that do
          not interfere with the performance of EMPLOYEE's duties
          hereunder.

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

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

2.   TERM

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

3.   COMPENSATION AND BENEFITS

     3.1  Compensation.  EMPLOYEE's total compensation consists
     of base salary, bonus potential, stock options, and medical
     and other benefits generally provided to employees of
     COMPANY.  Any compensation paid to EMPLOYEE shall be
     pursuant to COMPANY's policies and practices for exempt
     employees and shall be subject to all applicable laws and
     requirements regarding the withholding of federal, state
     and/or local taxes.  Compensation provided in this Agreement
     is full payment for Services and EMPLOYEE shall receive no
     additional compensation for extraordinary services unless
     otherwise authorized.  EMPLOYEE's entire compensation
     package will be reviewed annually by the Compensation
     Committee of the Board of Directors, a practice which is
     consistent with COMPANY's Executive Compensation Program.

          3.1.1  Base Compensation.  COMPANY agrees to pay
          EMPLOYEE an annualized base salary of Two Hundred Fifty
          Thousand Dollars and No Cents ($250,000.00), less
          applicable withholdings, payable in equal installments
          no less frequently than semi-monthly.

          3.1.2     Cash Incentive Bonus.  EMPLOYEE shall be eligible for a
               cash incentive bonus of up to Forty Percent of your annual base
               salary, subject to applicable withholdings and subject to
               approval by COMPANY's Compensation Committee and Board of
               Directors.  Any cash incentive bonus shall accrue and become
               payable to EMPLOYEE only if EMPLOYEE is employed with COMPANY on
               the last day of the fiscal year for which the cash incentive
               bonus is calculated.

          3.1.3     Stock Options.  EMPLOYEE shall be granted an option for
               50,000 shares of COMPANY's common stock subject to a four (4)
               year vesting schedule one (1) year after grant at the rate of
               twenty-five percent (25%) per year.  Options are exercisable for
               a period of ten (10) years after vesting and shall be exercised
               in accordance with the Mentor Corporation 1991 Stock Option Plan
               ("Plan"), as amended from time to time.  EMPLOYEE shall execute
               the Option Agreement and otherwise comply with the terms of the
               Plan with regard to the options being granted by this Agreement.
               This provision is subject to applicable state and federal
               securities laws.  Based upon satisfactory performance, under the
               Plan, COMPANY expects that EMPLOYEE will qualify for additional
               grants of options to acquire common stock of COMPANY subject to
               determination by the Board of Directors, of an amount which is
               consistent with COMPANY's Executive Compensation Program.
               Subsequent grants, if any, shall also be subject to performance
               considerations as well as the determination of the Board of
               Directors.


     3.2   Business Expenses.  COMPANY shall reimburse EMPLOYEE
     for business expenses reasonably incurred in performing
     Services according to COMPANY's Expense Reimbursement
     Policy.

     3.3   Additional Benefits.  COMPANY shall provide EMPLOYEE
     those additional benefits normally granted by COMPANY to its
     employees subject to eligibility requirements applicable to
     each benefit.  COMPANY has no obligation to provide any
     other benefits unless provided for in this Agreement.
     Currently COMPANY provides major medical, dental, life,
     salary continuation, long term disability benefits 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
     be selected by EMPLOYEE and approved by the Chairman of the
     Board, President and Chief Executive Officer of COMPANY.

4.  TERMINATION

     4.1   Circumstances Of Termination.  This Agreement and the
     employment relationship between COMPANY and EMPLOYEE may be
     terminated as follows:

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

          4.1.2     Disability.  COMPANY may, at its option, either suspend
               compensation payments or terminate this Agreement due to
               EMPLOYEE's Disability if EMPLOYEE is incapable, even with
               reasonable accommodation by COMPANY, of performing the Services
               because of accident, injury, or physical or mental illness for
               sixty (60) consecutive days, or is unable or shall have failed to
               perform the Services for a total period of ninety (90) within a
               twelve (12) month period, regardless of whether such days are
               consecutive.  If COMPANY suspends compensation payments because
               of EMPLOYEE's Disability, COMPANY shall resume compensation
               payments when EMPLOYEE resumes performance of the Services.  If
               COMPANY elects to terminate this Agreement due to EMPLOYEE's
               Disability, it must first give EMPLOYEE three (3) days advance
               written notice.

          4.1.3     Discontinuance Of Business.  If COMPANY
               discontinues operating its business, this
               Agreement shall terminate as of the last day of
               the month on which COMPANY ceases its entire
               operations with the same effect as if that last
               date were originally established as termination
               date of this Agreement.

          4.1.4  For Cause.  COMPANY may terminate this Agreement
          without advance notice for Cause.  For the purpose of
          this Agreement, "Cause" shall mean any failure to
          comply in any material respect with this Agreement or
          any Agreement incorporated herein; personal or
          professional misconduct by EMPLOYEE (including, but not
          limited to, criminal activity or gross or willful
          neglect of duty); breach of EMPLOYEE's fiduciary duty
          to the COMPANY; conduct which threatens public health
          or safety, or threatens to do immediate or substantial
          harm to COMPANY's business or reputation; or any other
          misconduct, deficiency, failure of performance, breach
          or default, reasonably capable of being remedied or
          corrected by EMPLOYEE.  To the extent that a breach
          pursuant to this Section 4.1.4 is curable by EMPLOYEE
          without harm to COMPANY and/or it's reputation, COMPANY
          shall, instead of immediately terminating EMPLOYEE
          pursuant to this Agreement, provide EMPLOYEE with
          notice of such breach, specifying the actions required
          to cure such breach, and EMPLOYEE shall have ten (10)
          days to cure such breach by performing the actions so
          specified.  If EMPLOYEE fails to cure such breach
          within the ten (10) day period, COMPANY may terminate
          this Agreement without further notice.  COMPANY's
          exercise of its right to terminate under this section
          shall be without prejudice to any other remedy to which
          COMPANY may be entitled at law, in equity, or under
          this Agreement.

          4.1.5.    For Convenience Of Party.  This Agreement and
               employment relationship is terminable by either party, for
               convenience, with or without cause, at any time upon thirty (30)
               days' advance written notice to the other party.

          4.1.6.    Change of Control.  If employment is terminated within
               twelve (12) months upon any of the following events EMPLOYEE
               shall be entitled to severance compensation pursuant to Section
               4.2.6 (I) and (ii) and (iii):

               (i)  the sale, lease or other disposition of all or substantially
                    all of Company's assets to a single purchaser or group of
                    related purchasers;

               (ii) the sale, lease or other disposition, in one
                    transaction or a series of related
                    transactions of the majority of COMPANY's
                    outstanding capital stock; or,

               (iii)     the merger or consolidation of COMPANY
                    into or with another corporation in which the
                    stockholders of COMPANY shall own less than
                    fifty (50%) percent of the voting securities
                    of the surviving corporation (all of which
                    events shall be referred to as a Change in
                    Control).

     4.2  EMPLOYEE's Rights Upon Termination

          4.2.1     Death.  Upon termination of this Agreement
               because of death of EMPLOYEE pursuant to Section
               4.1.1 above, COMPANY shall have no further
               obligation to EMPLOYEE under the Agreement except
               to distribute to EMPLOYEE's estate or designated
               beneficiary any unpaid compensation and
               reimbursable expenses, less applicable
               withholdings, owed to EMPLOYEE prior to the date
               of EMPLOYEE's death.

          4.2.2     Disability.   Upon termination of this
               Agreement because of Disability of EMPLOYEE
               pursuant to Sections 4.1.2 above, COMPANY shall
               have no further obligation to EMPLOYEE under the
               Agreement except to distribute to EMPLOYEE's
               estate or designated beneficiary any unpaid
               compensation and reimbursable expenses, less
               applicable withholdings, owed to EMPLOYEE prior to
               the date of EMPLOYEE's termination due to
               Disability.

          4.2.3     Discontinuance Of Business.  Upon termination of this
               Agreement because of discontinuation of COMPANY's business
               pursuant to Section 4.1.3, COMPANY shall have no further
               obligation to EMPLOYEE under the Agreement except to distribute
               to EMPLOYEE any unpaid compensation and reimbursable expenses,
               less applicable withholdings, owed to EMPLOYEE prior to the date
               of termination of this Agreement.

          4.2.4     Termination With Cause.  Upon termination of
               EMPLOYEE's employment for Cause pursuant to
               Section 4.1.4, COMPANY  shall have no further
               obligation to EMPLOYEE under this Agreement except
               to distribute to EMPLOYEE:

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

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

          4.2.5     Termination Without Cause.  Upon termination
               of EMPLOYEE's employment by COMPANY without cause
               pursuant to Section 4.1.5, COMPANY shall have no
               further obligation to EMPLOYEE under this
               Agreement except to distribute to EMPLOYEE:

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

               ii.  Severance compensation totaling three- (3) month's base pay,
                    plus one (1) month base pay for each full year of service,
                    determined at EMPLOYEE's then-current rate of base pay.  In
                    consideration for this severance compensation, EMPLOYEE, on
                    behalf of himself, his agents, heirs, executors,
                    administrators, and assigns, expressly releases and forever
                    discharges COMPANY and its successors and assigns, and all
                    of 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 based upon acts
                    or events that occurred on or before the date on which
                    EMPLOYEE accepts the severance compensation, including any
                    claim arising under any state or federal statute or
                    common law, including, but not limited to, Title VII of
                    the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq.,
                    the Americans with Disabilities Act, 42 U.S.C. " 12101,
                    et seq., the Age Discrimination in Employment Act,
                    29 U.S.C. " 623, et. seq., the Worker Adjustment and
                    Retraining Notification Act, 29 U.S.C. " 2101, et. seq.,
                    and the California Fair Employment and Housing Act, Cal.
                    Gov't Code " 12940, et seq. EMPLOYEE acknowledges that
                    he is familiar with section 1542 of the California Civil
                    Code, which reads as follows:

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

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

                    Severance compensation pursuant to this
                    paragraph shall be in lieu of any other
                    severance benefit to which EMPLOYEE would
                    otherwise be entitled under COMPANY's
                    policies in effect on the date of execution
                    of this Agreement.  Severance compensation
                    shall be paid upon termination of EMPLOYEE's
                    employment and in one lump sum payment at the
                    date of termination, less applicable
                    withholdings.

          4.2.6     Termination Due to Change Of Control.   If employment
               is terminated within twelve (12) months upon any of the events
               delineated in Section 4.1.6 of this Agreement ("Change of
               Control"), COMPANY shall have no further obligation to EMPLOYEE
               under this Agreement except to distribute to EMPLOYEE:

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

               ii.  A pro-rated share of the cash incentive bonus
               that would be due to EMPLOYEE if EMPLOYEE had
               remained employed with COMPANY through the last
               day of the fiscal year for which the cash
               incentive bonus is calculated, less applicable
               withholdings; and

               iii.  Severance compensation totaling twelve (12)
               months base pay, plus one (1) month base pay for
               each full year of service, determined at
               EMPLOYEE's then-current rate of base pay.  In
               consideration for this severance compensation,
               EMPLOYEE, on behalf of himself, his agents, heirs,
               executors, administrators, and assigns, expressly
               releases and forever discharges COMPANY and its
               successors and assigns, and all of 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 based upon acts or events that occurred on
               or before the date on which EMPLOYEE accepts the
               severance compensation, including any claim
               arising under any state or federal statute or
               common law, including, but not limited to, Title
               VII of the Civil Rights Act of 1964, 42 U.S.C. ''
               2000e, et seq., the Americans with Disabilities
               Act, 42 U.S.C. '' 12101, et seq., the Age
               Discrimination in Employment Act, 29 U.S.C. ''
                623, et seq., the Worker Adjustment and
               Retraining Notification Act, 29 U.S.C. '' 2101, et
               seq., and the California Fair Employment and
               Housing Act, Cal. Gov't Code '' 12940, et seq.
               EMPLOYEE acknowledges that he is familiar with
               section 1542 of the California Civil Code, which
               reads as follows:

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

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

               Severance compensation pursuant to this paragraph
               shall be in lieu of any other severance benefit to
               which EMPLOYEE would otherwise be entitled under
               COMPANY's policies in effect on the date of
               execution of this Agreement.  Severance
               compensation shall be paid upon termination of
               EMPLOYEE's employment and in one lump sum payment
               at the date of termination, less applicable
               withholdings.

5.   REPRESENTATIONS AND WARRANTIES

     5.1  Representations of EMPLOYEE.  EMPLOYEE represents and
     warrants that EMPLOYEE has all right, power, authority and
     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 or entity; and that EMPLOYEE is
     not subject to 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 harmless with respect to any
     losses, liabilities, demands, claims, fees, expenses,
     damages and costs (including attorneys' fees and court
     costs) resulting from or arising out of any claim or action
     based upon EMPLOYEE's entering into this Agreement.

     5.2  Representations of 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
     perform its obligations under, this Agreement.  All
     corporate and other actions required to be taken by COMPANY
     to authorize the execution, delivery and performance of this
     Agreement and the consummation of all transactions
     contemplated hereby have been duly and properly taken.  This
     Agreement is the lawful, valid and legally binding
     obligation of COMPANY enforceable in accordance with its
     terms.

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

6.   COVENANTS

     6.1  Nondisclosure and Invention Assignment.  EMPLOYEE
     acknowledges that, as a result of performing the Services,
     EMPLOYEE shall have access to confidential and sensitive
     information concerning COMPANY's business including, but not
     limited to, their business operations, sales and marketing
     data, and manufacturing processes.  EMPLOYEE also
     acknowledges that in the course of performing the Services,
     EMPLOYEE may develop new product ideas or inventions as a
     result of COMPANY's information.  Accordingly, to preserve
     COMPANY's confidential information and to assure it the full
     benefit of that information, EMPLOYEE shall, as a condition
     of employment with COMPANY, execute COMPANY's standard form
     of Employee Confidentiality Agreement attached hereto as
     Exhibit A, and execute updated versions of the Employee
     Confidentiality Agreement as it may be modified from time to
     time by COMPANY and as may be required of similarly-situated
     executives of COMPANY.  The Employee Confidentiality
     Agreement is incorporated herein by this reference.
     EMPLOYEE's obligations under the Employee Confidentiality
     Agreement continue beyond the termination of this Agreement.

     6.2  Covenant Not to Compete.  In addition to the provisions
     of the Employee Confidentiality Agreement, EMPLOYEE shall
     abide by the following covenant not to compete if COMPANY,
     at its option upon the termination of this Agreement
     (regardless of the reason for the termination), exercises
     this Covenant Not to Compete.  COMPANY shall notify EMPLOYEE
     within ten (10) days of termination of this Agreement of its
     intention to 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 of this Agreement, he shall not directly or
     indirectly for EMPLOYEE, or as a member of a partnership, or
     as an officer, director, stockholder, employee, or
     representative of any other entity or individual, engage,
     directly or indirectly, in any business activity which is
     the same or similar to work engaged in by EMPLOYEE on behalf
     of COMPANY within the same geographic territory as
     EMPLOYEE's work for COMPANY and which is directly
     competitive with the business conducted or to EMPLOYEE's
     knowledge, contemplated by COMPANY at the time of
     termination of this Agreement, as defined in the Employee
     Confidentiality Agreement incorporated into this Agreement
     by reference.  EMPLOYEE may accept employment with an entity
     competing with COMPANY only if the business of that entity
     is diversified and EMPLOYEE is employed solely with respect
     to a separately-managed and separately-operated part of that
     entity's business that does not compete with COMPANY.  Prior
     to accepting such employment, EMPLOYEE and the prospective
     employer entity shall provide COMPANY with written
     assurances reasonably satisfactory to COMPANY that EMPLOYEE
     will not render services directly or indirectly to any part
     of that entity's business that competes with the business of
     COMPANY.

     6.3  Covenant to Deliver 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 the business of COMPANY, shall be and remain
     COMPANY's property and shall be delivered to COMPANY upon
     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 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 or entity, solicit, interfere with,
     induce (or attempt to induce) or endeavor to entice away any
     employee associated with COMPANY to become affiliated with
     him or any other individual or entity.

7.   CERTAIN RIGHTS OF COMPANY

     7.1  Announcement.  COMPANY shall have the right to make
     public announcements concerning the execution of this
     Agreement and certain terms thereof.

     7.2  Use of Name, Likeness and Biography.  COMPANY shall
     have the right (but not the obligation) to use, publish and
     broadcast, and to authorize others to do so, the name,
     approved likeness and approved biographical material of
     EMPLOYEE to advertise, 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, any photograph or other depiction of EMPLOYEE,
     or any biographical information or life story concerning the
     professional career of EMPLOYEE.

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

8.   ASSIGNMENT

     Neither party may assign or otherwise dispose of its rights
or obligations under this Agreement without the prior written
consent of the other party except as provided in this Section.
COMPANY may assign and transfer this Agreement, or its interest
in this Agreement, to any affiliate of COMPANY or to any entity
that is a party to a merger, reorganization, or consolidation
with COMPANY, or to a subsidiary of COMPANY, or to any entity
that acquires substantially all of the assets of COMPANY or of
any division with respect to which EMPLOYEE is providing services
(providing such assignee assumes COMPANY's obligations under this
Agreement).  EMPLOYEE shall, if requested by COMPANY, perform
EMPLOYEE's duties and Services, as specified in this Agreement,
for the benefit of any subsidiary or other affiliate of COMPANY.
Upon assignment, acquisition, merger, consolidation or
reorganization, the term "COMPANY" as used herein shall be deemed
to refer to such assignee or successor entity.  EMPLOYEE shall
not have the right to assign EMPLOYEE's interest in this
Agreement, any rights under this Agreement, or any duties 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 compensation hereunder without the express written
consent of COMPANY.

9.   RESOLUTION OF DISPUTES

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

10.  GENERAL PROVISIONS

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

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

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

     10.4  Governing Law.  This Agreement and the performance
     hereunder shall be interpreted under the substantive laws of
     the State of California.

     10.5  Force Majeure.  Either party shall be temporarily
     excused from performing under this Agreement if any force
     majeure or other occurrence beyond the reasonable control of
     either party makes such performance impossible, except a
     Disability as defined in this Agreement, provided that the
     party subject to the force majeure provides notice of such
     force majeure at the first reasonable opportunity.  Under
     such circumstances, performance under this Agreement which
     related to the delay shall be suspended for the duration of
     the delay provided the delayed party shall resume
     performance of its obligations with due diligence once the
     delaying event subsides.  In case of any such suspension,
     the parties shall use their best efforts to overcome the
     cause and effect of such suspension.

     10.6  Remedies.  EMPLOYEE acknowledges that because of the
     nature of COMPANY's business, and the fact that the services
     to be performed by EMPLOYEE pursuant to this Agreement are
     of a special, unique, unusual, extraordinary, and
     intellectual character which give them a peculiar value, a
     breach of this Agreement shall cause substantial injury to
     COMPANY for which money damages cannot reasonably be
     ascertained and for which money damages would be inadequate.
     EMPLOYEE therefore agrees that COMPANY shall have the right
     to obtain injunctive relief, including the right to have the
     provisions of this Agreement specifically enforced by any
     court having equity jurisdiction, 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, or unenforceable by any court of competent
     jurisdiction, that provision shall be limited or eliminated
     to the minimum extent necessary so this Agreement shall
     otherwise remain enforceable in full force and effect.

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

     10.9  Counterpart Copies.  This Agreement may be signed in
     counterpart copies, each of which shall represent an
     original document, and all of which shall constitute a
     single document.

     10.10 No Adverse Construction.  The rule that a contract is
     to be construed against the party drafting the contract is
     hereby waived, and shall have no applicability in construing
     this Agreement or the terms hereof.

     10.11 Entire Agreement.  With respect to its subject matter,
     namely, the employment by COMPANY of EMPLOYEE, this
     Agreement (including the documents expressly incorporated
     therein, such as the Employee Confidentiality Agreement),
     contains the entire understanding between the parties, and
     supersedes any prior agreements, understandings, and
     communications between the parties, whether oral, written,
     implied or otherwise, including, but not limited to, the
     original offer of employment letter.

     10.12 Assistance of Counsel.  EMPLOYEE expressly
     acknowledges that he was given the right to be represented
     by counsel of his own choosing in connection with the terms
     of this Agreement.


The parties execute this Agreement as of the date stated above:


EUGENE GLOVER                 MENTOR CORPORATION



/s/EUGENE GLOVER              /s/CHRISTOPHER J. CONWAY
Eugene Glover                 Christopher J. Conway
                              President and CEO

NOTICE ADDRESS:               NOTICE ADDRESS:
1564 Ramona Lane              201 Mentor Drive
Santa Barbara, CA 93108       Santa Barbara, CA 93111


                          EXHIBIT 10(b)
                      EMPLOYMENT AGREEMENT

     This Employment Agreement, dated November 28, 2000, is by
and between MENTOR Corporation ("COMPANY"), with its executive
offices at 201 Mentor Drive, Santa Barbara, California 93111, and
Ramona Schwab ("EMPLOYEE") of  4050 Via Laguna, Santa Barbara,
California  93110.

                            RECITALS

     COMPANY is in the business of manufacturing and selling
medical devices and related products. EMPLOYEE has experience in
this business and possesses valuable skills and experience, which
will be used in advancing COMPANY's interests. EMPLOYEE is
willing to be engaged by COMPANY and COMPANY is willing to engage
EMPLOYEE in an executive capacity responsible for the Human
Resources operations of COMPANY, upon the terms and conditions
set forth in this Agreement.

                            AGREEMENT

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

1.   SERVICES

     1.1  General Services.

          1.1.1  Company shall employ EMPLOYEE as Vice President,
          Human Resources. EMPLOYEE shall perform the duties
          customarily performed by one holding such position in a
          similar business as that engaged in by COMPANY.  To the
          extent that they do not reduce the scope of the
          responsibilities described above, EMPLOYEE's duties may
          change from time to time on reasonable notice, based on
          the needs of COMPANY and EMPLOYEE's skills as
          determined by COMPANY.  These duties shall hereinafter
          be referred to as "Services."  EMPLOYEE shall report
          directly to the Chairman of the Board, President and
          Chief Executive Officer of Mentor Corporation.

     1.1.2  As Vice President, Human Resources of COMPANY,
               EMPLOYEE shall also be an officer of COMPANY and
               shall serve in such capacity without further
               compensation.  In the event that EMPLOYEE shall
               from time to time serve COMPANY as a director or
               shall serve in any other office during the term of
               this Agreement; EMPLOYEE shall serve in such
               capacities without further compensation.  If
               EMPLOYEE is, for any reason, removed as an officer
               or director of the COMPANY by the Board of
               Directors of COMPANY, such removal shall be
               without prejudice to EMPLOYEE's contractual rights
               under this Agreement.

          1.1.3.  EMPLOYEE shall devote his entire working time,
          attention, and energies to 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 activity is pursued for gain, profit or
          other pecuniary advantage, without the prior written
          consent of the Board of Directors of COMPANY.  This
          shall not be construed as preventing EMPLOYEE from
          investing his assets in a form or manner that does not
          require any services on the part of EMPLOYEE in the
          operation or affairs of the entities in which such
          investments are made, or from engaging in such civic,
          charitable, religious, or political activities that do
          not interfere with the performance of EMPLOYEE's duties
          hereunder.

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

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

2.   TERM

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

3.   COMPENSATION AND BENEFITS

     3.1  Compensation.  EMPLOYEE's total compensation consists
     of base salary, bonus potential, stock options, and medical
     and other benefits generally provided to employees of
     COMPANY.  Any compensation paid to EMPLOYEE shall be
     pursuant to COMPANY's policies and practices for exempt
     employees and shall be subject to all applicable laws and
     requirements regarding the withholding of federal, state
     and/or local taxes.  Compensation provided in this Agreement
     is full payment for Services and EMPLOYEE shall receive no
     additional compensation for extraordinary services unless
     otherwise authorized.  EMPLOYEE's entire compensation
     package will be reviewed annually by the Compensation
     Committee of the Board of Directors, a practice which is
     consistent with COMPANY's Executive Compensation Program.

          3.1.1  Base Compensation.  COMPANY agrees to pay
          EMPLOYEE an annualized base salary of One Hundred
          Eighty Thousand Dollars and No Cents ($180,000.00),
          less applicable withholdings, payable in equal
          installments no less frequently than semi-monthly.

          3.1.4     Cash Incentive Bonus.  EMPLOYEE shall be eligible for a
               cash incentive bonus of up to Forty Percent of your annual base
               salary, subject to applicable withholdings and subject to
               approval by COMPANY's Compensation Committee and Board of
               Directors.  Any cash incentive bonus shall accrue and become
               payable to EMPLOYEE only if EMPLOYEE is employed with COMPANY on
               the last day of the fiscal year for which the cash incentive
               bonus is calculated.

          3.1.5     Stock Options. EMPLOYEE shall be granted an option for
               20,000 shares of COMPANY's common stock subject to a four (4)
               year vesting schedule one (1) year after grant at the rate of
               twenty-five percent (25%) per year.  Options are exercisable for
               a period of ten (10) years after vesting and shall be exercised
               in accordance with the Mentor Corporation 1991 Stock Option Plan
               ("Plan"), as amended from time to time.  EMPLOYEE shall execute
               the Option Agreement and otherwise comply with the terms of the
               Plan with regard to the options being granted by this Agreement.
               This provision is subject to applicable state and federal
               securities laws.  Based upon satisfactory performance, under the
               Plan, COMPANY expects that EMPLOYEE will qualify for additional
               grants of options to acquire common stock of COMPANY subject to
               determination by the Board of Directors, of an amount which is
               consistent with COMPANY's Executive Compensation Program.
               Subsequent grants, if any, shall also be subject to performance
               considerations as well as the determination of the Board of
               Directors.


     3.2   Business Expenses.  COMPANY shall reimburse EMPLOYEE
     for business expenses reasonably incurred in performing
     Services according to COMPANY's Expense Reimbursement
     Policy.

     3.3   Additional Benefits.  COMPANY shall provide EMPLOYEE
     those additional benefits normally granted by COMPANY to its
     employees subject to eligibility requirements applicable to
     each benefit.  COMPANY has no obligation to provide any
     other benefits unless provided for in this Agreement.
     Currently COMPANY provides major medical, dental, life,
     salary continuation, long term disability benefits and
     eligibility to participate in COMPANY's 401(k) plan.

     3.4   Vacation.  Employee shall accrue vacation equal to
     fifteen (15) days per year during the first five years of
     service, at the rate of  1.25 days per month.  Thereafter,
     vacation will accrue at twenty (20) days per year, at the
     rate of approximately 1.67 days per month.  The time or
     times for such vacation shall be selected by EMPLOYEE and
     approved by the Chairman of the Board, President and Chief
     Executive Officer of COMPANY.

4.  TERMINATION

     4.1   Circumstances Of Termination.  This Agreement and the
     employment relationship between COMPANY and EMPLOYEE may be
     terminated as follows:

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

          4.1.3     Disability.  COMPANY may, at its option, either suspend
               compensation payments or terminate this Agreement due to
               EMPLOYEE's Disability if EMPLOYEE is incapable, even with
               reasonable accommodation by COMPANY, of performing the Services
               because of accident, injury, or physical or mental illness for
               sixty (60) consecutive days, or is unable or shall have failed to
               perform the Services for a total period of ninety (90) within a
               twelve (12) month period, regardless of whether such days are
               consecutive.  If COMPANY suspends compensation payments because
               of EMPLOYEE's Disability, COMPANY shall resume compensation
               payments when EMPLOYEE resumes performance of the Services.  If
               COMPANY elects to terminate this Agreement due to EMPLOYEE's
               Disability, it must first give EMPLOYEE three (3) days advance
               written notice.

          4.1.3     Discontinuance Of Business.  If COMPANY
               discontinues operating its business, this
               Agreement shall terminate as of the last day of
               the month on which COMPANY ceases its entire
               operations with the same effect as if that last
               date were originally established as termination
               date of this Agreement.

          4.1.4  For Cause.  COMPANY may terminate this Agreement
          without advance notice for Cause.  For the purpose of
          this Agreement, "Cause" shall mean any failure to
          comply in any material respect with this Agreement or
          any Agreement incorporated herein; personal or
          professional misconduct by EMPLOYEE (including, but not
          limited to, criminal activity or gross or willful
          neglect of duty); breach of EMPLOYEE's fiduciary duty
          to the COMPANY; conduct which threatens public health
          or safety, or threatens to do immediate or substantial
          harm to COMPANY's business or reputation; or any other
          misconduct, deficiency, failure of performance, breach
          or default, reasonably capable of being remedied or
          corrected by EMPLOYEE.  To the extent that a breach
          pursuant to this Section 4.1.4 is curable by EMPLOYEE
          without harm to COMPANY and/or it's reputation, COMPANY
          shall, instead of immediately terminating EMPLOYEE
          pursuant to this Agreement, provide EMPLOYEE with
          notice of such breach, specifying the actions required
          to cure such breach, and EMPLOYEE shall have ten (10)
          days to cure such breach by performing the actions so
          specified.  If EMPLOYEE fails to cure such breach
          within the ten (10) day period, COMPANY may terminate
          this Agreement without further notice.  COMPANY's
          exercise of its right to terminate under this section
          shall be without prejudice to any other remedy to which
          COMPANY may be entitled at law, in equity, or under
          this Agreement.

          4.1.7.    For Convenience Of Party.  This Agreement and
               employment relationship is terminable by either party, for
               convenience, with or without cause, at any time upon thirty (30)
               days' advance written notice to the other party.

          4.1.8.    Change of Control.  If employment is terminated within
               twelve (12) months upon any of the following events EMPLOYEE
               shall be entitled to severance compensation pursuant to Section
               4.2.6 (i) and (ii) and (iii):

               (i)  the sale, lease or other disposition of all
                    or substantially all of Company's assets to a
                    single purchaser or group of related
                    purchasers;

               (ii) the sale, lease or other disposition, in one
                    transaction or a series of related
                    transactions of the majority of COMPANY's
                    outstanding capital stock; or,

               (iii)     the merger or consolidation of COMPANY
                    into or with another corporation in which the
                    stockholders of COMPANY shall own less than
                    fifty (50%) percent of the voting securities
                    of the surviving corporation (all of which
                    events shall be referred to as a Change in
                    Control).

     4.2  EMPLOYEE's Rights Upon Termination

          4.2.1     Death.  Upon termination of this Agreement
               because of death of EMPLOYEE pursuant to Section
               4.1.1 above, COMPANY shall have no further
               obligation to EMPLOYEE under the Agreement except
               to distribute to EMPLOYEE's estate or designated
               beneficiary any unpaid compensation and
               reimbursable expenses, less applicable
               withholdings, owed to EMPLOYEE prior to the date
               of EMPLOYEE's death.

          4.2.2     Disability.   Upon termination of this
               Agreement because of Disability of EMPLOYEE
               pursuant to Sections 4.1.2 above, COMPANY shall
               have no further obligation to EMPLOYEE under the
               Agreement except to distribute to EMPLOYEE's
               estate or designated beneficiary any unpaid
               compensation and reimbursable expenses, less
               applicable withholdings, owed to EMPLOYEE prior to
               the date of EMPLOYEE's termination due to
               Disability.

          4.2.4     Discontinuance Of Business.  Upon termination of this
               Agreement because of discontinuation of COMPANY's business
               pursuant to Section 4.1.3, COMPANY shall have no further
               obligation to EMPLOYEE under the Agreement except to distribute
               to EMPLOYEE any unpaid compensation and reimbursable expenses,
               less applicable withholdings, owed to EMPLOYEE prior to the date
               of termination of this Agreement.

          4.2.4     Termination With Cause.  Upon termination of
               EMPLOYEE's employment for Cause pursuant to
               Section 4.1.4, COMPANY  shall have no further
               obligation to EMPLOYEE under this Agreement except
               to distribute to EMPLOYEE:

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

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

          4.2.5     Termination Without Cause.  Upon termination
               of EMPLOYEE's employment by COMPANY without cause
               pursuant to Section 4.1.5, COMPANY shall have no
               further obligation to EMPLOYEE under this
               Agreement except to distribute to EMPLOYEE:

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

               iv.  Severance compensation totaling three- (3) month's base pay,
                    plus one (1) month base pay for each full year of service,
                    determined at EMPLOYEE's then-current rate of base pay.  In
                    consideration for this severance compensation, EMPLOYEE, on
                    behalf of himself, his agents, heirs, executors,
                    administrators,
                    and assigns, expressly releases and forever discharges
                    COMPANY and its successors and assigns, and all of 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 based upon acts or events that
                    occurred on or before the date on which EMPLOYEE accepts the
                    severance compensation, including any claim arising under
                    any state or federal statute or common law, including, but
                    not limited to, Title VII of the Civil Rights Act
                    of 1964, 42 U.S.C. " 2000e, et seq., the Americans with
                    Disabilities Act, 42 U.S.C. " 12101, et seq., the Age
                    Discrimination in Employment Act, 29 U.S.C. " 623, et. seq.,
                    the Worker Adjustment and Retraining Notification Act, 29
                    U.S.C. "2101, et. seq., and the California Fair Employment
                    and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE
                    acknowledges that he is familiar with section 1542 of the
                    California Civil Code, which reads as follows:

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

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

                    Severance compensation pursuant to this
                    paragraph shall be in lieu of any other
                    severance benefit to which EMPLOYEE would
                    otherwise be entitled under COMPANY's
                    policies in effect on the date of execution
                    of this Agreement.  Severance compensation
                    shall be paid upon termination of EMPLOYEE's
                    employment and in one lump sum payment at the
                    date of termination, less applicable
                    withholdings.

          4.2.7     Termination Due to Change Of Control.   If employment
               is terminated within twelve (12) months upon any of the events
               delineated in Section 4.1.6 of this Agreement ("Change of
               Control"), COMPANY shall have no further obligation to EMPLOYEE
               under this Agreement except to distribute to EMPLOYEE:

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

               ii.  A pro-rated share of the cash incentive bonus
               that would be due to EMPLOYEE if EMPLOYEE had
               remained employed with COMPANY through the last
               day of the fiscal year for which the cash
               incentive bonus is calculated, less applicable
               withholdings; and

               iii.  Severance compensation totaling twelve (12)
               months base pay, plus one (1) month base pay for
               each full year of service, determined at
               EMPLOYEE's then-current rate of base pay.  In
               consideration for this severance compensation,
               EMPLOYEE, on behalf of himself, his agents, heirs,
               executors, administrators, and assigns, expressly
               releases and forever discharges COMPANY and its
               successors and assigns, and all of 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 based upon acts or events that occurred on
               or before the date on which EMPLOYEE accepts the
               severance compensation, including any claim
               arising under any state or federal statute or
               common law, including, but not limited to, Title
               VII of the Civil Rights Act of 1964, 42 U.S.C. ''
               2000e, et seq., the Americans with Disabilities
               Act, 42 U.S.C. '' 12101, et seq., the Age
               Discrimination in Employment Act, 29 U.S.C. ''
                623, et seq., the Worker Adjustment and
               Retraining Notification Act, 29 U.S.C. '' 2101, et
               seq., and the California Fair Employment and
               Housing Act, Cal. Gov't Code '' 12940, et seq.
               EMPLOYEE acknowledges that he is familiar with
               section 1542 of the California Civil Code, which
               reads as follows:

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

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

               Severance compensation pursuant to this paragraph
               shall be in lieu of any other severance benefit to
               which EMPLOYEE would otherwise be entitled under
               COMPANY's policies in effect on the date of
               execution of this Agreement.  Severance
               compensation shall be paid upon termination of
               EMPLOYEE's employment and in one lump sum payment
               at the date of termination, less applicable
               withholdings.

5.   REPRESENTATIONS AND WARRANTIES

     5.1  Representations of EMPLOYEE.  EMPLOYEE represents and
     warrants that EMPLOYEE has all right, power, authority and
     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 or entity; and that EMPLOYEE is
     not subject to 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 harmless with respect to any
     losses, liabilities, demands, claims, fees, expenses,
     damages and costs (including attorneys' fees and court
     costs) resulting from or arising out of any claim or action
     based upon EMPLOYEE's entering into this Agreement.

     5.2  Representations of 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
     perform its obligations under, this Agreement.  All
     corporate and other actions required to be taken by COMPANY
     to authorize the execution, delivery and performance of this
     Agreement and the consummation of all transactions
     contemplated hereby have been duly and properly taken.  This
     Agreement is the lawful, valid and legally binding
     obligation of COMPANY enforceable in accordance with its
     terms.

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

6.   COVENANTS

     6.1  Nondisclosure and Invention Assignment.  EMPLOYEE
     acknowledges that, as a result of performing the Services,
     EMPLOYEE shall have access to confidential and sensitive
     information concerning COMPANY's business including, but not
     limited to, their business operations, sales and marketing
     data, and manufacturing processes.  EMPLOYEE also
     acknowledges that in the course of performing the Services,
     EMPLOYEE may develop new product ideas or inventions as a
     result of COMPANY's information.  Accordingly, to preserve
     COMPANY's confidential information and to assure it the full
     benefit of that information, EMPLOYEE shall, as a condition
     of employment with COMPANY, execute COMPANY's standard form
     of Employee Confidentiality Agreement attached hereto as
     Exhibit A, and execute updated versions of the Employee
     Confidentiality Agreement as it may be modified from time to
     time by COMPANY and as may be required of similarly-situated
     executives of COMPANY.  The Employee Confidentiality
     Agreement is incorporated herein by this reference.
     EMPLOYEE's obligations under the Employee Confidentiality
     Agreement continue beyond the termination of this Agreement.

     6.2  Covenant Not to Compete.  In addition to the provisions
     of the Employee Confidentiality Agreement, EMPLOYEE shall
     abide by the following covenant not to compete if COMPANY,
     at its option upon the termination of this Agreement
     (regardless of the reason for the termination), exercises
     this Covenant Not to Compete.  COMPANY shall notify EMPLOYEE
     within ten (10) days of termination of this Agreement of its
     intention to 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 of this Agreement, he shall not directly or
     indirectly for EMPLOYEE, or as a member of a partnership, or
     as an officer, director, stockholder, employee, or
     representative of any other entity or individual, engage,
     directly or indirectly, in any business activity which is
     the same or similar to work engaged in by EMPLOYEE on behalf
     of COMPANY within the same geographic territory as
     EMPLOYEE's work for COMPANY and which is directly
     competitive with the business conducted or to EMPLOYEE's
     knowledge, contemplated by COMPANY at the time of
     termination of this Agreement, as defined in the Employee
     Confidentiality Agreement incorporated into this Agreement
     by reference.  EMPLOYEE may accept employment with an entity
     competing with COMPANY only if the business of that entity
     is diversified and EMPLOYEE is employed solely with respect
     to a separately-managed and separately-operated part of that
     entity's business that does not compete with COMPANY.  Prior
     to accepting such employment, EMPLOYEE and the prospective
     employer entity shall provide COMPANY with written
     assurances reasonably satisfactory to COMPANY that EMPLOYEE
     will not render services directly or indirectly to any part
     of that entity's business that competes with the business of
     COMPANY.

     6.3  Covenant to Deliver 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 the business of COMPANY, shall be and remain
     COMPANY's property and shall be delivered to COMPANY upon
     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 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 or entity, solicit, interfere with,
     induce (or attempt to induce) or endeavor to entice away any
     employee associated with COMPANY to become affiliated with
     him or any other individual or entity.

7.   CERTAIN RIGHTS OF COMPANY

     7.1  Announcement.  COMPANY shall have the right to make
     public announcements concerning the execution of this
     Agreement and certain terms thereof.

     7.2  Use of Name, Likeness and Biography.  COMPANY shall
     have the right (but not the obligation) to use, publish and
     broadcast, and to authorize others to do so, the name,
     approved likeness and approved biographical material of
     EMPLOYEE to advertise, 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, any photograph or other depiction of EMPLOYEE,
     or any biographical information or life story concerning the
     professional career of EMPLOYEE.

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

8.   ASSIGNMENT

     Neither party may assign or otherwise dispose of its rights
or obligations under this Agreement without the prior written
consent of the other party except as provided in this Section.
COMPANY may assign and transfer this Agreement, or its interest
in this Agreement, to any affiliate of COMPANY or to any entity
that is a party to a merger, reorganization, or consolidation
with COMPANY, or to a subsidiary of COMPANY, or to any entity
that acquires substantially all of the assets of COMPANY or of
any division with respect to which EMPLOYEE is providing services
(providing such assignee assumes COMPANY's obligations under this
Agreement).  EMPLOYEE shall, if requested by COMPANY, perform
EMPLOYEE's duties and Services, as specified in this Agreement,
for the benefit of any subsidiary or other affiliate of COMPANY.
Upon assignment, acquisition, merger, consolidation or
reorganization, the term "COMPANY" as used herein shall be deemed
to refer to such assignee or successor entity.  EMPLOYEE shall
not have the right to assign EMPLOYEE's interest in this
Agreement, any rights under this Agreement, or any duties 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 compensation hereunder without the express written
consent of COMPANY.

9.   RESOLUTION OF DISPUTES

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

10.  GENERAL PROVISIONS

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

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

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

     10.4  Governing Law.  This Agreement and the performance
     hereunder shall be interpreted under the substantive laws of
     the State of California.

     10.5  Force Majeure.  Either party shall be temporarily
     excused from performing under this Agreement if any force
     majeure or other occurrence beyond the reasonable control of
     either party makes such performance impossible, except a
     Disability as defined in this Agreement, provided that the
     party subject to the force majeure provides notice of such
     force majeure at the first reasonable opportunity.  Under
     such circumstances, performance under this Agreement which
     related to the delay shall be suspended for the duration of
     the delay provided the delayed party shall resume
     performance of its obligations with due diligence once the
     delaying event subsides.  In case of any such suspension,
     the parties shall use their best efforts to overcome the
     cause and effect of such suspension.

     10.6  Remedies.  EMPLOYEE acknowledges that because of the
     nature of COMPANY's business, and the fact that the services
     to be performed by EMPLOYEE pursuant to this Agreement are
     of a special, unique, unusual, extraordinary, and
     intellectual character which give them a peculiar value, a
     breach of this Agreement shall cause substantial injury to
     COMPANY for which money damages cannot reasonably be
     ascertained and for which money damages would be inadequate.
     EMPLOYEE therefore agrees that COMPANY shall have the right
     to obtain injunctive relief, including the right to have the
     provisions of this Agreement specifically enforced by any
     court having equity jurisdiction, 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, or unenforceable by any court of competent
     jurisdiction, that provision shall be limited or eliminated
     to the minimum extent necessary so this Agreement shall
     otherwise remain enforceable in full force and effect.

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

     10.9  Counterpart Copies.  This Agreement may be signed in
     counterpart copies, each of which shall represent an
     original document, and all of which shall constitute a
     single document.

     10.10 No Adverse Construction.  The rule that a contract is
     to be construed against the party drafting the contract is
     hereby waived, and shall have no applicability in construing
     this Agreement or the terms hereof.

     10.11 Entire Agreement.  With respect to its subject matter,
     namely, the employment by COMPANY of EMPLOYEE, this
     Agreement (including the documents expressly incorporated
     therein, such as the Employee Confidentiality Agreement),
     contains the entire understanding between the parties, and
     supersedes any prior agreements, understandings, and
     communications between the parties, whether oral, written,
     implied or otherwise, including, but not limited to, the
     original offer of employment letter.

     10.12 Assistance of Counsel.  EMPLOYEE expressly
     acknowledges that he was given the right to be represented
     by counsel of his own choosing in connection with the terms
     of this Agreement.


The parties execute this Agreement as of the date stated above:


RAMONA E. SCHWAB              MENTOR CORPORATION


/s/RAMONA E. SCHWAB           /s/CHRISTOPHER J. CONWAY
Ramona E. Schwab              Christopher J. Conway
                              President and CEO

NOTICE ADDRESS:               NOTICE ADDRESS:
4050 Via Laguna               201 Mentor Drive
Santa Barbara, CA 93110       Santa Barbara, CA 93111


                          EXHIBIT 10(c)
                      EMPLOYMENT AGREEMENT

     This Employment Agreement, dated November 28, 2000, is by
and between MENTOR Corporation ("COMPANY"), with its executive
offices at 201 Mentor Drive, Santa Barbara, California 93111, and
Bobby Purkait ("EMPLOYEE") of 2995 East Valley Road, Santa
Barbara, California 93108.

                            RECITALS

     COMPANY is in the business of manufacturing and selling
medical devices and related products. EMPLOYEE has experience in
this business and possesses valuable skills and experience, which
will be used in advancing COMPANY's interests. EMPLOYEE is
willing to be engaged by COMPANY and COMPANY is willing to engage
EMPLOYEE in an executive capacity responsible for the Science &
Technology operations of COMPANY, upon the terms and conditions
set forth in this Agreement.

                            AGREEMENT

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

1.   SERVICES

     1.1  General Services.

          1.1.1  Company shall employ EMPLOYEE as Senior Vice
          President, Science & Technology. EMPLOYEE shall perform
          the duties customarily performed by one holding such
          position in a similar business as that engaged in by
          COMPANY.  To the extent that they do not reduce the
          scope of the responsibilities described above,
          EMPLOYEE's duties may change from time to time on
          reasonable notice, based on the needs of COMPANY and
          EMPLOYEE's skills as determined by COMPANY.  These
          duties shall hereinafter be referred to as "Services."
          EMPLOYEE shall report directly to the Chairman of the
          Board, President and Chief Executive Officer of Mentor
          Corporation.

     1.1.2  As Senior Vice President, Science &  Technology of
               COMPANY, EMPLOYEE shall also be an officer of
               COMPANY and shall serve in such capacity without
               further compensation.  In the event that EMPLOYEE
               shall from time to time serve COMPANY as a
               director or shall serve in any other office during
               the term of this Agreement; EMPLOYEE shall serve
               in such capacities without further compensation.
               If EMPLOYEE is, for any reason, removed as an
               officer or director of the COMPANY by the Board of
               Directors of COMPANY, such removal shall be
               without prejudice to EMPLOYEE's contractual rights
               under this Agreement.

          1.1.3.  EMPLOYEE shall devote his entire working time,
          attention, and energies to 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 activity is pursued for gain, profit or
          other pecuniary advantage, without the prior written
          consent of the Board of Directors of COMPANY.  This
          shall not be construed as preventing EMPLOYEE from
          investing his assets in a form or manner that does not
          require any services on the part of EMPLOYEE in the
          operation or affairs of the entities in which such
          investments are made, or from engaging in such civic,
          charitable, religious, or political activities that do
          not interfere with the performance of EMPLOYEE's duties
          hereunder.

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

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

2.   TERM

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

3.   COMPENSATION AND BENEFITS

     3.1  Compensation.  EMPLOYEE's total compensation consists
     of base salary, bonus potential, stock options, and medical
     and other benefits generally provided to employees of
     COMPANY.  Any compensation paid to EMPLOYEE shall be
     pursuant to COMPANY's policies and practices for exempt
     employees and shall be subject to all applicable laws and
     requirements regarding the withholding of federal, state
     and/or local taxes.  Compensation provided in this Agreement
     is full payment for Services and EMPLOYEE shall receive no
     additional compensation for extraordinary services unless
     otherwise authorized.  EMPLOYEE's entire compensation
     package will be reviewed annually by the Compensation
     Committee of the Board of Directors, a practice which is
     consistent with COMPANY's Executive Compensation Program.

          3.1.1  Base Compensation.  COMPANY agrees to pay
          EMPLOYEE an annualized base salary of Two Hundred Fifty
          Thousand Dollars and No Cents ($250,000.00), less
          applicable withholdings, payable in equal installments
          no less frequently than semi-monthly.

          3.1.6     Cash Incentive Bonus.  EMPLOYEE shall be eligible for a
               cash incentive bonus of up to Forty Percent of your annual base
               salary, subject to applicable withholdings and subject to
               approval by COMPANY's Compensation Committee and Board of
               Directors.  Any cash incentive bonus shall accrue and become
               payable to EMPLOYEE only if EMPLOYEE is employed with COMPANY on
               the last day of the fiscal year for which the cash incentive
               bonus is calculated.

          3.1.7     Stock Options. Based upon satisfactory performance,
               under the Plan, COMPANY expects that EMPLOYEE will qualify for
               additional grants of options to acquire common stock of COMPANY
               subject to determination by the Board of Directors, of an amount
               which is consistent with COMPANY's Executive Compensation
               Program.  Subsequent grants, if any, shall also be subject to
               performance considerations as well as the determination of the
               Board of Directors.


     3.2   Business Expenses.  COMPANY shall reimburse EMPLOYEE
     for business expenses reasonably incurred in performing
     Services according to COMPANY's Expense Reimbursement
     Policy.

     3.3   Additional Benefits.  COMPANY shall provide EMPLOYEE
     those additional benefits normally granted by COMPANY to its
     employees subject to eligibility requirements applicable to
     each benefit.  COMPANY has no obligation to provide any
     other benefits unless provided for in this Agreement.
     Currently COMPANY provides major medical, dental, life,
     salary continuation, long term disability benefits 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
     be selected by EMPLOYEE and approved by the Chairman of the
     Board, President and Chief Executive Officer of COMPANY.

4.  TERMINATION

     4.1   Circumstances Of Termination.  This Agreement and the
     employment relationship between COMPANY and EMPLOYEE may be
     terminated as follows:

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

          4.1.4     Disability.  COMPANY may, at its option, either suspend
               compensation payments or terminate this Agreement due to
               EMPLOYEE's Disability if EMPLOYEE is incapable, even with
               reasonable accommodation by COMPANY, of performing the Services
               because of accident, injury, or physical or mental illness for
               sixty (60) consecutive days, or is unable or shall have failed to
               perform the Services for a total period of ninety (90) within a
               twelve (12) month period, regardless of whether such days are
               consecutive.  If COMPANY suspends compensation payments because
               of EMPLOYEE's Disability, COMPANY shall resume compensation
               payments when EMPLOYEE resumes performance of the Services.  If
               COMPANY elects to terminate this Agreement due to EMPLOYEE's
               Disability, it must first give EMPLOYEE three (3) days advance
               written notice.

          4.1.3     Discontinuance Of Business.  If COMPANY
               discontinues operating its business, this
               Agreement shall terminate as of the last day of
               the month on which COMPANY ceases its entire
               operations with the same effect as if that last
               date were originally established as termination
               date of this Agreement.

          4.1.4  For Cause.  COMPANY may terminate this Agreement
          without advance notice for Cause.  For the purpose of
          this Agreement, "Cause" shall mean any failure to
          comply in any material respect with this Agreement or
          any Agreement incorporated herein; personal or
          professional misconduct by EMPLOYEE (including, but not
          limited to, criminal activity or gross or willful
          neglect of duty); breach of EMPLOYEE's fiduciary duty
          to the COMPANY; conduct which threatens public health
          or safety, or threatens to do immediate or substantial
          harm to COMPANY's business or reputation; or any other
          misconduct, deficiency, failure of performance, breach
          or default, reasonably capable of being remedied or
          corrected by EMPLOYEE.  To the extent that a breach
          pursuant to this Section 4.1.4 is curable by EMPLOYEE
          without harm to COMPANY and/or it's reputation, COMPANY
          shall, instead of immediately terminating EMPLOYEE
          pursuant to this Agreement, provide EMPLOYEE with
          notice of such breach, specifying the actions required
          to cure such breach, and EMPLOYEE shall have ten (10)
          days to cure such breach by performing the actions so
          specified.  If EMPLOYEE fails to cure such breach
          within the ten (10) day period, COMPANY may terminate
          this Agreement without further notice.  COMPANY's
          exercise of its right to terminate under this section
          shall be without prejudice to any other remedy to which
          COMPANY may be entitled at law, in equity, or under
          this Agreement.

          4.1.9.    For Convenience Of Party.  This Agreement and
               employment relationship is terminable by either party, for
               convenience, with or without cause, at any time upon thirty (30)
               days' advance written notice to the other party.

          4.1.10.   Change of Control.  If employment is terminated within
               twelve (12) months upon any of the following events EMPLOYEE
               shall be entitled to severance compensation pursuant to Section
               4.2.6 (I) and (ii) and (iii):

               (ii) the sale, lease or other disposition of all or substantially
                    all of
     Company's  assets to a single purchaser or group of  related
purchasers;
               (ii) the sale, lease or other disposition, in one
                    transaction or a series of related
                    transactions of the majority of COMPANY's
                    outstanding capital stock; or,

               (iii)     the merger or consolidation of COMPANY
                    into or with another corporation in which the
                    stockholders of COMPANY shall own less than
                    fifty (50%) percent of the voting securities
                    of the surviving corporation (all of which
                    events shall be referred to as a Change in
                    Control).

     4.2  EMPLOYEE's Rights Upon Termination

          4.2.1     Death.  Upon termination of this Agreement
               because of death of EMPLOYEE pursuant to Section
               4.1.1 above, COMPANY shall have no further
               obligation to EMPLOYEE under the Agreement except
               to distribute to EMPLOYEE's estate or designated
               beneficiary any unpaid compensation and
               reimbursable expenses, less applicable
               withholdings, owed to EMPLOYEE prior to the date
               of EMPLOYEE's death.

          4.2.2     Disability.   Upon termination of this
               Agreement because of Disability of EMPLOYEE
               pursuant to Sections 4.1.2 above, COMPANY shall
               have no further obligation to EMPLOYEE under the
               Agreement except to distribute to EMPLOYEE's
               estate or designated beneficiary any unpaid
               compensation and reimbursable expenses, less
               applicable withholdings, owed to EMPLOYEE prior to
               the date of EMPLOYEE's termination due to
               Disability.

          4.2.5     Discontinuance Of Business.  Upon termination of this
               Agreement because of discontinuation of COMPANY's business
               pursuant to Section 4.1.3, COMPANY shall have no further
               obligation to EMPLOYEE under the Agreement except to distribute
               to EMPLOYEE any unpaid compensation and reimbursable expenses,
               less applicable withholdings, owed to EMPLOYEE prior to the date
               of termination of this Agreement.

          4.2.4     Termination With Cause.  Upon termination of
               EMPLOYEE's employment for Cause pursuant to
               Section 4.1.4, COMPANY  shall have no further
               obligation to EMPLOYEE under this Agreement except
               to distribute to EMPLOYEE:

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

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

          4.2.5     Termination Without Cause.  Upon termination
               of EMPLOYEE's employment by COMPANY without cause
               pursuant to Section 4.1.5, COMPANY shall have no
               further obligation to EMPLOYEE under this
               Agreement except to distribute to EMPLOYEE:

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

               vi.  Severance compensation totaling three- (3) month's base pay,
                    plus one (1) month base pay for each full year of service,
                    determined at EMPLOYEE's then-current rate of base pay.  In
                    consideration for this severance compensation, EMPLOYEE, on
                    behalf of himself, his agents, heirs, executors,
                    administrators, and assigns, expressly releases and forever
                    discharges COMPANY and its successors and assigns, and all
                    of 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 based upon acts or
                    events that occurred on or before the date on which EMPLOYEE
                    accepts the severance compensation, including any claim
                    arising under any state or federal statute or common law,
                    including, but not limited to, Title VII of the Civil Rights
                    Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans with
                    Disabilities Act, 42 U.S.C. " 12101, et seq., the Age
                    Discrimination in Employment Act, 29 U.S.C. " 623, et.
                    seq., the Worker Adjustment and Retraining Notification Act,
                    29 U.S.C. "2101, et. seq., and the California Fair
                    Employment and Housing Act, Cal. Gov't Code " 12940, et seq.
                    EMPLOYEE acknowledges that he is familiar with section 1542
                    of the California Civil Code, which reads as follows:

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

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

                    Severance compensation pursuant to this
                    paragraph shall be in lieu of any other
                    severance benefit to which EMPLOYEE would
                    otherwise be entitled under COMPANY's
                    policies in effect on the date of execution
                    of this Agreement.  Severance compensation
                    shall be paid upon termination of EMPLOYEE's
                    employment and in one lump sum payment at the
                    date of termination, less applicable
                    withholdings.

          4.2.8     Termination Due to Change Of Control.   If employment
               is terminated within twelve (12) months upon any of the events
               delineated in Section 4.1.6 of this Agreement ("Change of
               Control"), COMPANY shall have no further obligation to EMPLOYEE
               under this Agreement except to distribute to EMPLOYEE:

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

               ii.  A pro-rated share of the cash incentive bonus
                    that would be due to EMPLOYEE if EMPLOYEE had
                    remained employed with COMPANY through the
                    last day of the fiscal year for which the
                    cash incentive bonus is calculated, less
                    applicable withholdings; and

               iii.  Severance compensation totaling twelve (12)
               months base pay, plus one (1) month base pay for
               each full year of service, determined at
               EMPLOYEE's then-current rate of base pay.  In
               consideration for this severance compensation,
               EMPLOYEE, on behalf of himself, his agents, heirs,
               executors, administrators, and assigns, expressly
               releases and forever discharges COMPANY and its
               successors and assigns, and all of 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 based upon acts or events that occurred on
               or before the date on which EMPLOYEE accepts the
               severance compensation, including any claim
               arising under any state or federal statute or
               common law, including, but not limited to, Title
               VII of the Civil Rights Act of 1964, 42 U.S.C. ''
               2000e, et seq., the Americans with Disabilities
               Act, 42 U.S.C. '' 12101, et seq., the Age
               Discrimination in Employment Act, 29 U.S.C. ''
                623, et seq., the Worker Adjustment and
               Retraining Notification Act, 29 U.S.C. '' 2101, et
               seq., and the California Fair Employment and
               Housing Act, Cal. Gov't Code '' 12940, et seq.
               EMPLOYEE acknowledges that he is familiar with
               section 1542 of the California Civil Code, which
               reads as follows:

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

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

               Severance compensation pursuant to this paragraph
               shall be in lieu of any other severance benefit to
               which EMPLOYEE would otherwise be entitled under
               COMPANY's policies in effect on the date of
               execution of this Agreement.  Severance
               compensation shall be paid upon termination of
               EMPLOYEE's employment and in one lump sum payment
               at the date of termination, less applicable
               withholdings.

5.   REPRESENTATIONS AND WARRANTIES

     5.1  Representations of EMPLOYEE.  EMPLOYEE represents and
     warrants that EMPLOYEE has all right, power, authority and
     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 or entity; and that EMPLOYEE is
     not subject to 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 harmless with respect to any
     losses, liabilities, demands, claims, fees, expenses,
     damages and costs (including attorneys' fees and court
     costs) resulting from or arising out of any claim or action
     based upon EMPLOYEE's entering into this Agreement.

     5.2  Representations of 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
     perform its obligations under, this Agreement.  All
     corporate and other actions required to be taken by COMPANY
     to authorize the execution, delivery and performance of this
     Agreement and the consummation of all transactions
     contemplated hereby have been duly and properly taken.  This
     Agreement is the lawful, valid and legally binding
     obligation of COMPANY enforceable in accordance with its
     terms.

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

6.   COVENANTS

     6.1  Nondisclosure and Invention Assignment.  EMPLOYEE
     acknowledges that, as a result of performing the Services,
     EMPLOYEE shall have access to confidential and sensitive
     information concerning COMPANY's business including, but not
     limited to, their business operations, sales and marketing
     data, and manufacturing processes.  EMPLOYEE also
     acknowledges that in the course of performing the Services,
     EMPLOYEE may develop new product ideas or inventions as a
     result of COMPANY's information.  Accordingly, to preserve
     COMPANY's confidential information and to assure it the full
     benefit of that information, EMPLOYEE shall, as a condition
     of employment with COMPANY, execute COMPANY's standard form
     of Employee Confidentiality Agreement attached hereto as
     Exhibit A, and execute updated versions of the Employee
     Confidentiality Agreement as it may be modified from time to
     time by COMPANY and as may be required of similarly-situated
     executives of COMPANY.  The Employee Confidentiality
     Agreement is incorporated herein by this reference.
     EMPLOYEE's obligations under the Employee Confidentiality
     Agreement continue beyond the termination of this Agreement.

     6.2  Covenant Not to Compete.  In addition to the provisions
     of the Employee Confidentiality Agreement, EMPLOYEE shall
     abide by the following covenant not to compete if COMPANY,
     at its option upon the termination of this Agreement
     (regardless of the reason for the termination), exercises
     this Covenant Not to Compete.  COMPANY shall notify EMPLOYEE
     within ten (10) days of termination of this Agreement of its
     intention to 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 of this Agreement, he shall not directly or
     indirectly for EMPLOYEE, or as a member of a partnership, or
     as an officer, director, stockholder, employee, or
     representative of any other entity or individual, engage,
     directly or indirectly, in any business activity which is
     the same or similar to work engaged in by EMPLOYEE on behalf
     of COMPANY within the same geographic territory as
     EMPLOYEE's work for COMPANY and which is directly
     competitive with the business conducted or to EMPLOYEE's
     knowledge, contemplated by COMPANY at the time of
     termination of this Agreement, as defined in the Employee
     Confidentiality Agreement incorporated into this Agreement
     by reference.  EMPLOYEE may accept employment with an entity
     competing with COMPANY only if the business of that entity
     is diversified and EMPLOYEE is employed solely with respect
     to a separately-managed and separately-operated part of that
     entity's business that does not compete with COMPANY.  Prior
     to accepting such employment, EMPLOYEE and the prospective
     employer entity shall provide COMPANY with written
     assurances reasonably satisfactory to COMPANY that EMPLOYEE
     will not render services directly or indirectly to any part
     of that entity's business that competes with the business of
     COMPANY.

     6.3  Covenant to Deliver 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 the business of COMPANY, shall be and remain
     COMPANY's property and shall be delivered to COMPANY upon
     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 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 or entity, solicit, interfere with,
     induce (or attempt to induce) or endeavor to entice away any
     employee associated with COMPANY to become affiliated with
     him or any other individual or entity.

7.   CERTAIN RIGHTS OF COMPANY

     7.1  Announcement.  COMPANY shall have the right to make
     public announcements concerning the execution of this
     Agreement and certain terms thereof.

     7.2  Use of Name, Likeness and Biography.  COMPANY shall
     have the right (but not the obligation) to use, publish and
     broadcast, and to authorize others to do so, the name,
     approved likeness and approved biographical material of
     EMPLOYEE to advertise, 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, any photograph or other depiction of EMPLOYEE,
     or any biographical information or life story concerning the
     professional career of EMPLOYEE.

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

8.   ASSIGNMENT

     Neither party may assign or otherwise dispose of its rights
or obligations under this Agreement without the prior written
consent of the other party except as provided in this Section.
COMPANY may assign and transfer this Agreement, or its interest
in this Agreement, to any affiliate of COMPANY or to any entity
that is a party to a merger, reorganization, or consolidation
with COMPANY, or to a subsidiary of COMPANY, or to any entity
that acquires substantially all of the assets of COMPANY or of
any division with respect to which EMPLOYEE is providing services
(providing such assignee assumes COMPANY's obligations under this
Agreement).  EMPLOYEE shall, if requested by COMPANY, perform
EMPLOYEE's duties and Services, as specified in this Agreement,
for the benefit of any subsidiary or other affiliate of COMPANY.
Upon assignment, acquisition, merger, consolidation or
reorganization, the term "COMPANY" as used herein shall be deemed
to refer to such assignee or successor entity.  EMPLOYEE shall
not have the right to assign EMPLOYEE's interest in this
Agreement, any rights under this Agreement, or any duties 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 compensation hereunder without the express written
consent of COMPANY.

9.   RESOLUTION OF DISPUTES

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

10.  GENERAL PROVISIONS

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

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

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

     10.4  Governing Law.  This Agreement and the performance
     hereunder shall be interpreted under the substantive laws of
     the State of California.

     10.5  Force Majeure.  Either party shall be temporarily
     excused from performing under this Agreement if any force
     majeure or other occurrence beyond the reasonable control of
     either party makes such performance impossible, except a
     Disability as defined in this Agreement, provided that the
     party subject to the force majeure provides notice of such
     force majeure at the first reasonable opportunity.  Under
     such circumstances, performance under this Agreement which
     related to the delay shall be suspended for the duration of
     the delay provided the delayed party shall resume
     performance of its obligations with due diligence once the
     delaying event subsides.  In case of any such suspension,
     the parties shall use their best efforts to overcome the
     cause and effect of such suspension.

     10.6  Remedies.  EMPLOYEE acknowledges that because of the
     nature of COMPANY's business, and the fact that the services
     to be performed by EMPLOYEE pursuant to this Agreement are
     of a special, unique, unusual, extraordinary, and
     intellectual character which give them a peculiar value, a
     breach of this Agreement shall cause substantial injury to
     COMPANY for which money damages cannot reasonably be
     ascertained and for which money damages would be inadequate.
     EMPLOYEE therefore agrees that COMPANY shall have the right
     to obtain injunctive relief, including the right to have the
     provisions of this Agreement specifically enforced by any
     court having equity jurisdiction, 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, or unenforceable by any court of competent
     jurisdiction, that provision shall be limited or eliminated
     to the minimum extent necessary so this Agreement shall
     otherwise remain enforceable in full force and effect.

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

     10.9  Counterpart Copies.  This Agreement may be signed in
     counterpart copies, each of which shall represent an
     original document, and all of which shall constitute a
     single document.

     10.10 No Adverse Construction.  The rule that a contract is
     to be construed against the party drafting the contract is
     hereby waived, and shall have no applicability in construing
     this Agreement or the terms hereof.

     10.11 Entire Agreement.  With respect to its subject matter,
     namely, the employment by COMPANY of EMPLOYEE, this
     Agreement (including the documents expressly incorporated
     therein, such as the Employee Confidentiality Agreement),
     contains the entire understanding between the parties, and
     supersedes any prior agreements, understandings, and
     communications between the parties, whether oral, written,
     implied or otherwise, including, but not limited to, the
     original offer of employment letter.

     10.12 Assistance of Counsel.  EMPLOYEE expressly
     acknowledges that he was given the right to be represented
     by counsel of his own choosing in connection with the terms
     of this Agreement.

The parties execute this Agreement as of the date stated above:


BOBBY PURKAIT                 MENTOR CORPORATION


/s/BOBBY PURKAIT              /s/CHRISTOPHER J. CONWAY
Bobby Purkait                 Christopher J. Conway
                              President and CEO

NOTICE ADDRESS:               NOTICE ADDRESS:
2995 E. Valley Road           201 Mentor Drive
Santa Barbara, CA 93108       Santa Barbara, CA 93111