**EXHIBIT 10.1**

**EMPLOYMENT AGREEMENT**

** **ThisEmployment Agreement, dated August 30, 2002, is by and between MENTOR Corporation("COMPANY"), with its executive offices at 201 Mentor Drive, SantaBarbara, California 93111, and JOSH LEVINE ("EMPLOYEE") of 2677 QuailValley Road, Solvang, California, 93463.

RECITALS

** **COMPANY is in the business of manufacturing and selling medical devicesand related products. EMPLOYEE has experience in this business and possessesvaluable skills and experience, which will be used in advancing COMPANY's interests. EMPLOYEE is willing to be engaged byCOMPANY and COMPANY is willing to engage EMPLOYEE in an executive capacityresponsible for AESTHETICS GLOBAL SALES AND MARKETING functions of COMPANY,upon the terms and conditions set forth in this Agreement.

AGREEMENT

** **EMPLOYEEand COMPANY, intending to be legally bound, agree asfollows:

1.         SERVICES

1.1       GeneralServices.

1.1.1   Company shall employ EMPLOYEE as Senior VicePresident, AESTHETICS GLOBAL SALES AND MARKETING. EMPLOYEE shall perform theduties customarily performed by one holding such position in a similar businessas that engaged in by COMPANY. To the extent that they do not reduce the scopeof the responsibilities described above, EMPLOYEE'sduties may change from time to time on reasonable notice, based on the needs ofCOMPANY and EMPLOYEE's skills as determined byCOMPANY. These duties shall hereinafter be referred to as "Services."EMPLOYEE shall report directly to the Chairman of the Board, President andChief Executive Officer of Mentor (Iorporation.

1.1.2   In the event that EMPLOYEE shall from time totime serve COMPANY as a director or shall serve in any other office during theterm of this Agreement; EMPLOYEE shall serve in such capacities without furthercompensation.

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

1.2 BestAbilities.EMPLOYEE shall serve COMPANY faithfully and to the best of EMPLOYEE'sability. EMPLOYEE shall use EMPLOYEE's best abilitiesto perform the Services. Employee shall act at all times according to whatEMPLOYEE reasonably believes is in the best interests of COMPANY.

1.3 CorporateAuthority. Prior to the execution of this Agreement, EMPLOYEE has receivedand reviewed COMPANY's Policies and Procedures and COMPANY's Employee Handbook. EMPLOYEE shall comply with COMPANY's Policies and Procedures, and practices now ineffect or as later amended or adopted by COMPANY, as required ofsimilarly-situated executives of COMPANY.

2.         TERM

This Agreement shallcommence upon the execution of this Agreement and shall continue untilterminated as provided in Section 4 of this Agreement.

3.         COMPENSATION AND BENEFITS

3.1 Compensation.EMPLOYEE's total compensation consists of basesalary, bonus potential, stock options, and medical and other benefitsgenerally provided to employees of COMPANY. Any compensation paid to EMPLOYEEshall be pursuant to COMPANY's policies and practicesfor exempt employees and shall be subject to all applicable laws andrequirements regarding the withholding of federal, state and/or local taxes.Compensation provided in this Agreement is full payment for Services andEMPLOYEE shall receive no additional compensation for extraordinary servicesunless otherwise authorized. EMPLOYEE's entirecompensation package will be reviewed annually by the Compensation Committee ofthe Board of Directors, a practice which is consistent with COMPANY'sExecutive Compensation Program.

3.1.1 BaseCompensation. COMPANY agrees to pay EMPLOYEE an annualized base salary ofTWO HUNDRED SEVEN THOUSAND DOLLARS AND NO CENTS ($207,000.), less applicable withholdings,payable in equal installments no less frequently than semi-monthly.

3.1.2Cash Incentive Bonus. EMPLOYEE shall be eligible for a cash incentivebonus of up to Forty Percent of your annual base salary, subject to applicablewithholdings and subject to approval by COMPANY'sCompensation Committee and Board of Directors. Any cash incentive bonus shallaccrue and become payable to EMPLOYEE only if EMPLOYEE is employed with COMPANYon the last day of the fiscal year for which the cash incentive bonus iscalculated.

3.1.3Stock Options. Based upon satisfactory performance, under the Plan,COMPANY expects that EMPLOYEE will qualify for grants of options to acquirecommon stock of COMPANY subject to determination by the Board of Directors, ofan amount which is consistent with COMPANY'sExecutive Compensation Program. Any such grants shall also be subject toperformance considerations as well as the determination of the Board ofDirectors.

3.2 Business Expenses. COMPANYshall reimburse EMPLOYEE for business expenses reasonably incurred inperforming Services according to COMPANY's ExpenseReimbursement Policy.

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

3.4 Vacation. Employee shallaccrue vacation equal to twenty (20) days per year, at the rate ofapproximately 1.67 days per month. The time or times for such vacation shall beselected by EMPLOYEE and approved by the Chairman of the Board, President andChief Executive Officer of COMPANY.

4.     TERMINATION

4.1   Circumstancesof Termination. This Agreement and the employment relationship betweenCOMPANY and EMPLOYEE may be terminated as follows:

4.1.1     Death. This Agreement shallterminate upon EMPLOYEE's death, effective as of thedate of EMPLOYEE's death.

4.1.2  Disability. COMPANY may, at its option, either suspendcompensation payments or terminate this Agreement due to EMPLOYEE'sDisability if EMPLOYEE is incapable, even with reasonable accommodation byCOMPANY, of performing the Services because of accident, injury, or physical ormental illness for sixty (60) consecutive days, or is unable or shall havefailed to perform the Services for a total period of ninety (90) within atwelve (12) month period, regardless of whether such days are consecutive. IfCOMPANY suspends compensation payments because of EMPLOYEE'sDisability, COMPANY shall resume compensation payments when EMPLOYEE resumesperformance of the Services. If COM7PANY elects to terminate this Agreement dueto EMPLOYEE's Disability, it must first give EMPLOYEEthree (3) days advance written notice.

4.1.3     DiscontinuanceOfBusiness. If COMPANY discontinuesoperating its business, this Agreement shall terminate as of the last day ofthe month on which COMPANY ceases its entire operations with the same effect asif that last date were originally established as termination date of thisAgreement.

4.1.4     ForCause. COMPANY may terminate this Agreement without advance notice forCause. For the purpose of this Agreement, "Cause" shall mean anyfailure to comply in any material respect with this Agreement or any Agreementincorporated 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 immediateor 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 extentthat a breach pursuant to this Section 4.1.4 is curable by EMPLOYEE withoutharm to COMPANY and/or it's reputation, COMPANY shall, instead of immediatelyterminating EMPLOYEE pursuant to this Agreement, provide EMPLOYEE with noticeof such breach, specifying the actions required to cure such breach, andEMPLOYEE shall have ten (10) days to cure such breach by performing the actionsso specified. If EMPLOYEE fails to cure such breach within the ten (10) dayperiod, COMPANY may terminate this Agreement without further notice. COMPANY's exercise of its right to terminate under thissection shall be without prejudice to any other remedy to which COMPANY may beentitled at law, in equity, or under this Agreement.

4.1.5.    For Convenience OfParty. This Agreement and employment relationship is terminable byeither 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 withintwelve (12) months upon any of the following events EMPLOYEE shall be entitledto severance compensation pursuant to Section 4.2.6 (1) and

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

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

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

4.2        EMPLOYEE's Rights UponTermination

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

4.2.2   Disability. Upon termination of this Agreement because ofDisability of EMPLOYEE pursuant to Sections 4.1.2 above, COMPANY shall have nofurther obligation to EMPLOYEE under the Agreement except to distribute to EMPLOYEE's estate or designated beneficiary any unpaidcompensation and reimbursable expenses, less applicable withholdings, owed toEMPLOYEE prior to the date of EMPLOYEE's terminationdue to Disability.

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

4.2.4   Termination With Cause. Upontermination of EMPLOYEE's employment for Causepursuant to Section 4.1.4, COMPANY shall have no further obligation to EMPLOYEEunder this Agreement except to distribute to EMPLOYEE:

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

ii.           Severance compensation as providedfor in COMPANY's Severance Policy, if any, lessapplicable withholdings.

4.2.5      TerminationWithout Cause. Upon termination of EMPLOYEE's employment by COMPANY without cause pursuant toSection 4.1.5, COMPANY shall have no further obligation to EMPLOYEE under thisAgreement except to distribute to EMPLOYEE:

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

ii.**               **Severancecompensation totaling three- (3) month's base pay, plus one (1) month base payfor each full year of service, determined at EMPLOYEE'sthen-current rate of base pay. In consideration for this severancecompensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors,administrators, and assigns, expressly releases and forever discharges COMPANYand its successors and assigns, and all of its respective agents, directors,officers, partners, employees, representatives, insurers, attorneys, parentcompanies, subsidiaries, affiliates, and joint ventures, and each of them, fromany and all claims based upon acts or events that occurred on or before thedate on which EMPLOYEE accepts the severance compensation, including any claimarising under any state or federal statute or common law, including, but notlimited 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., theAge Discrimination in Employment Act, 29 U.S.C."623, et. seq., the Worker Adjustment and RetrainingNotification Act, 29 U.S.C. "2101, et. seq., and the California Fair Employmentand Housing Act, Cal. Gov't Code" 12940, etseq. EMPLOYEE acknowledges that he is familiar with section 1542 of theCalifornia Civil Code, which reads as follows:

AGENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW ORSUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IFKNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

EMPLOYEE expressly acknowledges andagrees that he is releasing all known and unknown claims, and that he iswaiving all rights he has or may have under Civil Code Section 1542 or underany other statute or common law principle of similar effect. EMPLOYEEacknowledges that the benefits he is receiving in exchange for this Release aremore than the benefits to which he otherwise would have been entitled, and thatsuch benefits constitute valid and adequate consideration for this Release.EMPLOYEE further acknowledges that he has read this Release, understands all ofits terms, and has consulted with counsel of his choosing before signing thisAgreement.

Severance compensation pursuant to thisparagraph shall be in lieu of any other severance benefit to which EMPLOYEEwould otherwise be entitled under COMPANY's policiesin effect on the date of execution of this Agreement. Severance compensationshall be paid upon termination of EMPLOYEE'semployment and in one lump sum payment at the date of termination, lessapplicable withholdings.

4.2.6     TerminationDue to Change Of Control. If employment isterminated within twelve (12) months upon any of the events delineated inSection 4.1.6 of this Agreement ("Change of Control"), COMPANY shallhave no further obligation to EMPLOYEE under this Agreement except todistribute to EMPLOYEE:

i.** **Any compensationand reimbursable expenses owed by COMPANY to EMPLOYEE through the terminationdate, less applicable withholdings;

ii  A pro-rated share of the cash incentive bonusthat would be due to EMPLOYEE if EMPLOYEE had remained employed with COMPANYthrough the last day of the fiscal year for which the cash incentive bonus iscalculated, less applicable withholdings; and

ii.Severance compensation totalingtwelve (12) months base pay, plus one (1) month base pay for each full year ofservice, determined at EMPLOYEE's then-current rateof base pay. In consideration for this severance compensation, EMPLOYEE, onbehalf of himself, his agents, heirs, executors, administrators, and assigns,expressly releases and forever discharges COMPANY and its successors andassigns, and all of its respective agents, directors, officers, partners,  employees,representatives, insurers, attorneys, patent companies, subsidiaries,affiliates, and joint ventures, and each of them, from any and all claims basedupon acts or events that occurred on or before the date on which EMPLOYEEaccepts the severance compensation, including any claim arising under any stateor federal statute or common law, including, but not limited to, Tide VII ofthe Civil Rights Act of 1964, 42 U.S.C. "2000e et seq., the Americans withDisabilities Act, 42 U.S.C. "12101, ~ seq.,the Age Discrimination in Employment Act, 29 U.S.C."623, ~ seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 2101, ~ seq., and the californiaFair Employment and Housing Act, Cal. Gov't code"12940, ~ seq. EMPLOYEE acknowledgesthat he is familiar with section 1542 of the californiacivil code, which reads as follows:

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

EMPLOYEE expressly acknowledges andagrees that he is releasing all known and unknown claims, and that he iswaiving all rights he has or may have under Civil Code Section 1542 or underany other statute or common law principle of similar effect. EMPLOYEEacknowledges that the benefits he is receiving in exchange for this Release aremore than the benefits to which he otherwise would have been entitled, and thatsuch benefits constitute valid and adequate consideration for this Release.EMPLOYEE further acknowledges that he has read this Release, understands all ofits terms, and has consulted with counsel of his choosing before signing thisAgreement.

Severance compensation pursuant to thisparagraph shall be in lieu of any other severance benefit to which EMPLOYEEwould otherwise be entitled under COMPANY's policiesin effect on the date of execution of this Agreement. Severance compensationshall be paid upon termination of EMPLOYEE'semployment and in one lump sum payment at the date of termination, lessapplicable withholdings.

5.         REPRESENTATIONS AND WARRANTIES

5.1  Representations of EMPLOYEE.EMPLOYEE represents and warrants that EMPLOYEE has all right, power, authorityand capacity, and is free to enter into this Agreement; that by doing so,EMPLOYEE will not violate or interfere with the rights of any other person orentity; and that EMPLOYEE is not subject to any contract, understanding orobligation that will or might prevent, interfere with or impair the performanceof this Agreement by EMPLOYEE. EMPLOYEE shall indemnify and hold COMPANY harmlesswith respect to any losses, liabilities, demands, claims, fees, expenses,damages and costs (including attorneys' fees and court costs) resulting from orarising out of any claim or action based upon EMPLOYEE'sentering 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 performits obligations under, this Agreement. All corporate and other actions requiredto be taken by COMPANY to authorize the execution,delivery and performance of this Agreement and the consummation of alltransactions contemplated hereby have been duly and properly taken. ThisAgreement is the lawful, valid and legally binding obligation of COMPANYenforceable in accordance with its terms.

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

6.     COVENANTS

6.1  Nondisclosure and Invention Assignment. EMPLOYEE acknowledges that, as a result ofperforming the Services, EMPLOYEE shall have access to confidential andsensitive information concerning COMPANY's businessincluding, but not limited to, their business operations, sales and marketingdata, and manufacturing processes. EMPLOYEE also acknowledges that in thecourse of performing the Services, EMPLOYEE may develop new product ideas orinventions as a result of COMPANY's information.Accordingly, to preserve COMPANY's confidentialinformation and to assure it the full benefit of that information, EMPLOYEEshall, as a condition of employment with COMPANY, execute COMPANY'sstandard form of Employee Confidentiality Agreement attached hereto as ExhibitA, and execute updated versions of the Employee Confidentiality Agreement as itmay be modified from time to time by COMPANY and as may be required ofsimilarly-situated executives of COMPANY. The Employee ConfidentialityAgreement is incorporated herein by this reference. EMPLOYEE'sobligations under the Employee Confidentiality Agreement continue beyond thetermination 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, atits option upon the termination of this Agreement (regardless of the reason forthe termination), exercises this Covenant Not to Compete. COMPANY shall notifyEMPLOYEE within ten (10) days of termination of this Agreement of its intentionto exercise this option and make an additional payment to EMPLOYEE of six (6)months' base pay determined at EMPLOYEE's last rateof pay with COMPANY. EMPLOYEE agrees that for a period of one (1) yearfollowing the termination of this Agreement, he shall not directly or indirectlyfor 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 orsimilar to work engaged in by EMPLOYEE on behalf of COMPANY within the samegeographic territory as EMPLOYEE's work for COMPANYand which is directly competitive with the business conducted or to EMPLOYEE's knowledge, contemplated by COMPANY at the timeof termination of this Agreement, as defined in the Employee ConfidentialityAgreement incorporated into this Agreement by reference. EMPLOYEE may acceptemployment with an entity competing with COMPANY only if the business of thatentity is diversified and EMPLOYEE is employed solely with respect to aseparately-managed and separately-operated part of that entity's business thatdoes not compete with COMPANY. Prior to accepting such employment, EMPLOYEE andthe prospective employer entity shall provide COMPANY with written assurancesreasonably satisfactory to COMPANY that EMPLOYEE will not render servicesdirectly or indirectly to any part of that entity's business that competes withthe business of COMPANY.

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

6.4  Covenant Not To Recruit.EMPLOYEE shall not, during the term of 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 anyother individual or entity, solicit, interfere with, induce (or attempt toinduce) or endeavor to entice away any employee associated with COMPANY tobecome affiliated with him or any other individual or entity.

7.  CERTAIN RIGHTS OF COMPANY

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

7.2  Use of Name. Likeness andBiography.COMPANY shall have the right (but not the obligation) to use, publish andbroadcast, and to authorize others to do so, the name, approved likeness andapproved biographical material of EMPLOYEE to advertise, publicize and promotethe business of COMPANY and its affiliates, but not for the purposes of directendorsement without EMPLOYEE's consent. An"approved likeness" and "approved biographical material"shall be, respectively, any photograph or other depiction of EMPLOYEE, or anybiographical information or life story concerning the professional career ofEMPLOYEE.

7.3  Right to Insure.COMPANY shall have the right to secure in its own name, or otherwise, and atits 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 toexaminations and by signing such applications and other instruments as may berequired by the insurance carriers to which application is made for any suchinsurance.

8.  ASSIGNMENT

Neither party may assign or otherwise dispose of its rights or obligations under this Agreement without the priorwritten consent of the other party except as provided in this Section. COMPANYmay assign and transfer this Agreement, or its interest in this Agreement, toany 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 ofany division with respect to which EMPLOYEE is providing services (providingsuch assignee assumes COMPANY's obligations underthis Agreement). EMPLOYEE shall, if requested by COMPANY, perform EMPLOYEE's duties and Services, as specified in thisAgreement, 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 orsuccessor entity. EMPLOYEE shall not have the right to assign EMPLOYEE's interest in this Agreement, any rights underthis Agreement, or any duties imposed under this Agreement, nor shall EMPLOYEEor his spouse, heirs, beneficiaries, executors or administrators have the rightto pledge, hypothecate or otherwise encumber EMPLOYEE'sright to receive compensation hereunder without the express written consent ofCOMPANY.

9.  RESOLUTIONOF DISPUTES

In the eventof any dispute arising out of or in connection with this Agreement or in anyway relating to the employment of EMPLOYEE which leads to the filing of alawsuit, the parties agree that venue and jurisdiction shall be in SantaBarbara County, California. The prevailing party in any such litigation shallbe entitled to an award of costs and reasonable attorneys' fees to be paid bythe losing party.

10.  GENERALPROVISIONS

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

10.2  AgreementControls. Unless otherwise provided for inthis Agreement, the COMPANY's policies, proceduresand practices shall govern the relationship between EMPLOYEEand COMPANY. If, however, any of COMPANY'spolicies, procedures and/or practices conflict with this Agreement (togetherwith any amendments hereto), this Agreement (and any amendments hereto) shallcontrol.

10.3  AmendmentandWaiver. Any provision of thisAgreement may be amended or modified and the observance of any provision may bewaived (either retroactively or prospectively) only by written consent of theparties. Either party's failure to enforce any provision of this Agreementshall not be construed as a waiver of that party's right to enforce suchprovision.

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

10.5  ForceMajeure. Either party shall be temporarily excused fromperforming under this Agreement if any force majeureor other occurrence beyond the reasonable control of either party makes suchperformance impossible, except a Disability as defined in this Agreement,provided that the party subject to the force majeureprovides notice of such force majeure at the firstreasonable opportunity. Under such circumstances, performance under thisAgreement which related to the delay shall be suspended for the duration of thedelay provided the delayed party shall resume performance of its obligationswith due diligence once the delaying event subsides. In case of any suchsuspension, the parties shall use their best efforts to overcome the cause andeffect of such suspension.

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

10.7  Severability. If any term, provision,covenant, paragraph, or condition of this Agreement is held to be invalid,illegal, or unenforceable by any court of competent jurisdiction, thatprovision shall be limited or eliminated to the minimum extent necessary so this Agreement shall otherwise remainenforceable in full force and effect.

10.8  Construction. Headings and captions are only for convenience andshall not affect the construction or interpretation of this Agreement. Wheneverthe context requires, words, used in the singular shall be construed to includethe plural and vice versa, and pronouns of any gender shall be deemed toinclude 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, andall of which shall constitute

a single document.

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

10.11  Entire Agreement.With respect to its subject matter, namely, the employment by COMPANY ofEMPLOYEE, this Agreement (including the documents expressly incorporatedtherein, such as the Employee Confidentiality Agreement), contains the entireunderstanding 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 ofemployment letter.

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

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

JOSH LEVINE                                                 MENTORCORPORATION/s/Josh Levine                                                    /s/ChristopherConwayPresident and ChiefExecutive Officer

NOTICE ADDRESS:                                        NOTICEADDRESS:2677 Quail Valley Road                                      201Mentor DriveSolvang, California 93463                                    Santa Barbara, California 93111