**MENTOR CORPORATION2-3/4% Convertible Subordinated Notes due January 1, 2024PURCHASE AGREEMENT**

 December17, 2003

Credit Suisse First Boston LLC,Eleven MadisonAvenueNew York, N.Y.10010-3629

Dear Sirs:

            1. *Introductory.* Mentor Corporation, a Minnesotacorporation (the "**Company**"),proposes, subject to the terms and conditions stated herein, to issue and sellto Credit Suisse First Boston LLC, as initialpurchaser (the "**Purchaser**")U.S.$125,000,000 principal amount of its 23⁄4% Convertible Subordinated Notes due 2024 (the "**Firm Securities**") and also proposes togrant to the Purchaser an option, exercisable from time to time by thePurchaser, to purchase an aggregate of up to an additional $25,000,000principal amount ("**Optional Securities**")of its 23⁄4% ConvertibleSubordinated Notes due 2024, each to be issued under an indenture, dated as ofDecember 22, 2003 (the "**Indenture**"),between the Company and U.S. Bank National Association, as Trustee.  The Firm Securities and the OptionalSecurities that the Purchaser may elect to purchase pursuant to Section 3hereof are herein collectively called the "**OfferedSecurities**." The SecuritiesAct of 1933, as amended, is herein referred to as the "**Securities Act**."

            The holders of the OfferedSecurities will be entitled to the benefits of a Registration Rights Agreementof even date herewith between the Company and the Purchaser (the "**RegistrationRights Agreement**"), pursuant to which the Company agrees to file aregistration statement with the Securities Exchange Commission (the "**Commission**")registering the resale of the Offered Securities and the Underlying Shares, ashereinafter defined, under the Securities Act.

            The Company hereby agrees with thePurchaser as follows:

            2. *Representations and Warranties ofthe Company.*  The Company representsand warrants to, and agrees with, the Purchaser that:

            (a) A preliminary offering circular and an offering circularrelatingto the Offered Securities to be offered by the Purchaser have been prepared bythe Company.  Such preliminary offeringcircular (the "**Preliminary OfferingCircular**") and offering circular (the "**OfferingCircular**"), as supplemented as of the date of this Agreement, together withthe Company's Annual Report on Form 10-K for the year ended March 31, 2003(including those portions of the Company's definitive Proxy Statementincorporated by reference therein) and the Company's Quarterly Reports on Form10-Q for the quarters ended June 30, 2003 and September 30, 2003 and any otherdocuments filed with the SEC and incorporated by reference therein arehereinafter collectively referred to as the "**Offering Document**". On the date of this Agreement, the OfferingDocument does not include any untrue statement of a material fact or omit tostate any material fact necessary in order to make the statements therein, inthe light of the circumstances under which they were made, not misleading. Thepreceding sentence shall not apply to statements in or omissions from theOffering Document based upon written information furnished to the Company bythe Purchaser specifically for use therein, it being understood and agreed thatthe only such information is that described as such in Section 7(b)hereof.  The Company's Annual Report onForm 10‐K most recently filed with the Securities and ExchangeCommission (the "**Commission**") andall subsequent reports (collectively, the "**Exchange Act Reports**")which have been filed by the Company with the Commission or sent toshareholders pursuant to the Securities Exchange Act of 1934 (the "**Exchange Act**"), when they were filed with the Commission, conformed in all materialrespects to the requirements of the Exchange Act and the rules and regulationsof the Commission thereunder.  

            (b) The Company has been duly incorporated and is an existing corporation ingood standing under the laws of the State of Minnesota, with power andauthority (corporate and other) to own its properties and conduct its businessas described in the Offering Document; and the Company is duly qualified to dobusiness as a foreign corporation in good standing in all other jurisdictionsin which its ownership or lease of property or the conduct of its businessrequires such qualification, except to the extent such failure would not,individually or in the aggregate have a material adverse effect on thecondition (financial or other), business, properties or results of operationsof the Company and its subsidiaries, taken as a whole ("**Material AdverseEffect**").

            (c) Each subsidiary of the Company has been duly incorporated and is anexisting corporation in good standing under the laws of the jurisdiction of itsincorporation, with power and authority (corporate and other) to own itsproperties and conduct its business as described in the Offering Document; andeach subsidiary of the Company is duly qualified to do business as a foreigncorporation in good standing in all other jurisdictions in which its ownershipor lease of property or the conduct of its business requires suchqualification; all of the issued and outstanding capital stock of eachsubsidiary of the Company has been duly authorized and validly issued and isfully paid and nonassessable; and the capital stockof each subsidiary owned by the Company, directly or through subsidiaries, isowned free from liens, encumbrances and defects; except in each case to theextent such failure would not, individually or in the aggregate, have aMaterial Adverse Effect.

            (d) The Indenture has been duly authorized by the Company; the Offered Securitieshave been duly authorized by the Company; and when the Offered Securities aredelivered and paid for pursuant to this Agreement on the Closing Date (asdefined below), the Indenture will have been duly executed and delivered, suchOffered Securities will have been duly executed, authenticated, issued anddelivered and will conform in all material respects to the description thereofcontained in the Offering Document, and the Indenture and such OfferedSecurities will constitute valid and legally binding obligations of theCompany, enforceable in accordance with their respective terms, subject tobankruptcy, insolvency, fraudulent transfer, reorganization, moratorium andsimilar laws of general applicability relating to or affecting creditors' rightsand to general equity principles (regardless of whether enforcement is soughtin equity or at law).

            (e) When the Offered Securities aredelivered and paid for pursuant to this Agreement on the Closing Date, suchOffered Securities will be convertible into the shares of common stock, parvalue $0.10 per share ("**UnderlyingShares**" or "**Common Stock**") of the Company in accordance with theterms of the Indenture; the Underlying Shares initially issuableupon conversion of such Offered Securities have been duly authorized andreserved for issuance upon such conversion and, when issued upon suchconversion, will be validly issued, fully paid and nonassessable;the outstanding Underlying Shares have been duly authorized and validly issued,are fully paid and nonassessable and conform in allmaterial respects to the description thereof contained in the OfferingDocument; and the shareholders of the Company have no preemptive rights withrespect to the Offered Securities or the Underlying Shares.

            (f) Except as disclosed in theOffering Document, there are no contracts, agreements or understandings betweenthe Company and any person that would give rise to a valid claim against theCompany or the Purchaser for a brokerage commission, finder's fee or other likepayment in connection with the transactions contemplated by this Agreement.

            (g) No consent, approval, authorization or order of, or filing with, anygovernmental agency or body or any court is required for the consummation ofthe transactions contemplated by this Agreement and the Registration RightsAgreement in connection with the issuance and sale of the Offered Securities bythe Company, except (i) for the filing of, and theorder of the Commission declaring the Shelf Registration Statement (as definedin the Registration Rights Agreement) effective; (ii) in connection withthe  qualification of the Indenture underthe Trust Indenture Act in connection with the filing of the Shelf RegistrationStatement; and (iii) pursuant to state securities or "Blue Sky" laws inconnection with the purchase and resale of the Offered  Securities by the Purchaser, 

            (h)  The execution, delivery and performance ofthe Indenture, this Agreement, and the Registration Rights Agreement, and theissuance and sale of the Offered Securities and compliance with the terms andprovisions thereof, will not result in a breach or violation of any of theterms and provisions of, or constitute a default under, any (i) statute, any rule, regulation or order of anygovernmental agency or body or any court, domestic or foreign, havingjurisdiction over the Company or any subsidiary of the Company or any of theirproperties, or (ii) any agreement or instrument to which the Company or anysuch subsidiary is a party or by which the Company or any such subsidiary isbound or to which any of the properties of the Company or any such subsidiaryis subject, or (iii) the charter or by-laws of the Company or any suchsubsidiary, except, in the case of clauses (i) and(ii) above, to the extent such breach, violation or default would notreasonably be expected to have, individually or in the aggregate, a MaterialAdverse Effect; and the Company has full power and authority to authorize,issue and sell the Offered Securities as contemplated by this Agreement.

            (i)  This Agreement has been, and as of theClosing Date the Registration Rights Agreement will have been, duly authorized,executed and delivered by the Company.

            (j)  Except as disclosed in the Offering Document,the Company and its subsidiaries have good and marketable title to all realproperties and all other properties and assets owned by them, in each case freefrom liens, encumbrances and defects that could reasonably be expected,individually or in the aggregate, to have a Material Adverse Effect; and exceptas disclosed in the Offering Document, the Company and its subsidiaries holdany leased real or personal property under valid and enforceable leases with noexceptions that could reasonably be expected to have a Material Adverse Effect.

            (k) The Company and its subsidiaries possess adequate certificates,authorizations or permits issued by appropriate governmental agencies or bodiesnecessary to conduct the business now operated by them and have not receivedany notice of proceedings relating to the revocation or modification of anysuch certificate, authorization or permit that, if determined adversely to theCompany or any of its subsidiaries, would individually or in the aggregate havea Material Adverse Effect.

            (l)  No labor dispute with the employees of the Company or anysubsidiary exists or, to the knowledge of the Company, is imminent that couldreasonably be expected to have a Material Adverse Effect.

            (m)  The Company and its subsidiaries own, possess or canacquire on reasonable terms, adequate trademarks, trade names and other rightsto inventions, know-how, patents, copyrights, confidential information andother intellectual property (collectively, "**intellectual property rights**") material to the business nowoperated by them, and have not received any notices of infringement of orconflict with asserted rights of others with respect to any intellectualproperty rights that, independently or in the aggregate, if determinedadversely to the Company or any of its subsidiaries, could reasonably beexpected to have a Material Adverse Effect.

            (n) Except as disclosed in the Offering Document, neither the Company norany of its subsidiaries is in violation of any statute, any rule, regulation,decision or order of any governmental agency or body or any court, domestic orforeign, relating to the use, disposal or release of hazardous or toxicsubstances or relating to the protection or restoration of the environment orhuman exposure to hazardous or toxic substances (collectively, "**environmentallaws**"), owns or operates any real property contaminated with any substancethat is subject to any environmental laws, is liable for any off-site disposalor contamination pursuant to any environmental laws, or is subject to any claimrelating to any environmental laws, which violation, contamination, liabilityor claim could, individually or in the aggregate, reasonably be expected tohave a Material Adverse Effect; and the Company is not aware of any pendinginvestigation which could reasonably be expected to lead to such a claim.

            (o)  Except as disclosed in the Offering Document, there areno pending actions, suits or proceedings against or affecting the Company, anyof its subsidiaries or any of their respective properties that, if determinedadversely to the Company or any of its subsidiaries, could reasonably beexpected, individually or in the aggregate, to have a Material Adverse Effect,or would materially and adversely affect the ability of the Company to performits obligations under the Indenture, this Agreement or the  Registration Rights Agreement; and no suchactions, suits or proceedings are threatened or, to the Company's knowledge,contemplated.

            (p)  The financial statements included in the OfferingDocument present fairly the financial position of the Company and itsconsolidated subsidiaries in all material respects as of the dates shown andtheir results of operations and cash flows for the periods shown, and suchfinancial statements have been prepared in conformity with the generallyaccepted accounting principles in the United States applied on a consistentbasis.

            (q)  Except as disclosed in the Offering Document, since thedate of the latest audited financial statements included in the OfferingDocument there has been no material adverse change, nor any development orevent involving a prospective material adverse change, in the condition(financial or other), business, properties or results of operations of theCompany and its subsidiaries taken as a whole and, except as disclosed in orcontemplated by the Offering Document, there has been no dividend ordistribution of any kind declared, paid or made by the Company on any class ofits capital stock.

            (r) The Company is subject to thereporting requirements of either Section 13 or Section 15(d) of the ExchangeAct and files reports with the Commission on the Electronic Data Gathering,Analysis, and Retrieval (EDGAR) system.

            (s)  The Company is not an open-end investment company, unitinvestment trust or face-amount certificate company that is or is required tobe registered under Section 8 of the Investment Company Act of 1940, asamended (the "**Investment Company Act**");and the Company is not and, after giving effect to the offering and sale of theOffered Securities and the application of the proceeds thereof as described inthe Offering Document, will not be an "investment company" as defined in theInvestment Company Act.

            (t)  No securities of the same class (within the meaning ofRule 144A(d)(3) under the Securities Act) as the Offered Securities arelisted on any national securities exchange registered under Section 6 of theExchange Act or quoted in a U.S. automated inter-dealer quotation system.

            (u)  Assuming the accuracy of the representationsand warranties of the Purchaser set forth in Section 4 hereof, the offer and sale of the OfferedSecurities in the manner contemplated by this Agreement will be exempt from the registration requirements of the Securities Actby reason of Section 4(2) thereof and Regulation S thereunder;and it is not necessary to qualify an indenture in respect of the OfferedSecurities under the United States Trust Indenture Act of 1939, as amended (the"Trust Indenture Act") in connectionwith the offer and sale of the Offered Securities by the Company to thePurchaser.

            (v)  Neither the Company nor any of itsaffiliates, nor any person acting on its or their behalf (i) has,within the six-month period prior to the date hereof, offered or sold in theUnited States or to any U.S. person (as such terms are defined inRegulation S under the Securities Act) the Offered Securities or anysecurity of the same class or series as the Offered Securities or (ii) hasoffered or will offer or sell the Offered Securities (A) in the UnitedStates by means of any form of general solicitation or general advertisingwithin the meaning of Rule 502(c) under the Securities Act or (B) with respectto any such securities sold in reliance on Rule 903 of Regulation S ("Regulation S") under the SecuritiesAct, by means of any directed selling efforts within the meaning of Rule 902(c)of Regulation S. The Company, its affiliates and any person acting on its ortheir behalf have complied and will comply with the offering restrictionsrequirement of Regulation S.  The Companyhas not entered and will not enter into any contractual arrangement withrespect to the distribution of the Offered Securities except for thisAgreement.

            3. *Purchase, Sale and Delivery ofOffered Securities.*  On the basis ofthe representations, warranties and agreements herein contained, but subject tothe terms and conditions herein set forth, the Company agrees to sell to thePurchaser, and the Purchaser agrees to purchase from the Company, at a purchaseprice of 97.75% of the principal amount thereof plus accrued interest fromDecember 22, 2003 to the First Closing Date (as hereinafter defined),$125,000,000 principal amount of the Firm Securities.

            The Company will deliver againstpayment of the purchase price the Firm Securities in the form of one or morepermanent global securities in definitive form (the "Firm Global Securities") deposited with the Trustee as custodianfor The Depository Trust Company ("DTC") and registered in the name of Cede & Co., asnominee for DTC. Interests in any permanent globalSecurities will be held only in book-entry form through DTC,except in the limited circumstances described in the Offering Document. Paymentfor the  Firm Securities shall be made bythe Purchaser in Federal (same day) funds by official check or checks or wiretransfer to an account at a bank designated by the Company and reasonablyacceptable to the Purchaser at the office of Wilson SonsiniGoodrich & Rosati ("WSGR"**)**,650 Page Mill Road, Palo Alto, California at 10:00 A.M. (New York time),on December 22, 2003, or at such other time not later than seven full businessdays thereafter as the Purchaser and the Company determine, such time beingherein referred to as the "**F**irst ClosingDate", against delivery to the Trustee as custodian for DTCof the Firm Global Securities representing all of the Firm Securities. The FirmGlobal Securities will be made available for checking at the office of DTC or the Trustee at least 24 hours prior to the ClosingDate.

            In addition, upon written noticefrom the Purchaser given to the Company from time to time not more than 13 dayssubsequent to the date of this Agreement, the Purchaser may purchase allor less than all of the Optional Securities at the purchase price per principalamount of Offered Securities (including any accrued interest thereon to therelated Optional Closing Date)to be paid for the FirmSecurities.  The Company agrees to sellto the Purchaser the principal amount of Optional Securities specified in suchnotice and the Purchaser agrees to purchase such Optional Securities.  No Optional Securities shall be sold ordelivered unless the Firm Securities previously have been, or simultaneouslyare, sold and delivered. The right to purchase the Optional Securities or anyportion thereof may be exercised from time to time and to the extent notpreviously exercised may be surrendered and terminated at any time upon noticeby the Purchaser to the Company.

            Each time for the delivery of andpayment for the Optional Securities, being herein referred to as the "Optional Closing Date", which may bethe First Closing Date (the First Closing Date and each Optional Closing Date,if any, being sometimes referred to as a "ClosingDate"), shall be determined by the Purchaser but shall not be later thanseven full business days after written notice of election to purchase OptionalSecurities is given, nor in any event later than 13 days following the FirstClosing Date. The Company will deliver against payment of the purchase pricethe Optional Securities being purchased on each Optional Closing Date in theform of one or more permanent global Securities in definitive form (each, an "Optional Global Security") depositedwith the Trustee as custodian for DTC and registeredin the name of Cede & Co., as nominee for DTC.Payment for such Optional Securities shall be made by the Purchaser in Federal(same day) funds by official check or checks or wire transfer to an account ata bank designated by the Company and reasonably acceptable to the Purchaser atthe office of  WSGR atthe address specified above, against delivery to the Trustee as custodian for DTC of the Optional Global Securities representing all ofthe Optional Securities being purchased on such Optional Closing Date.

            4. *Representations by Purchaser; Resaleby Purchaser.*

                        (a)  ThePurchaser represents and warrants to the Company that it is an "accreditedinvestor" within the meaning of Regulation D under the Securities Act.

                        (b)  The Purchaser acknowledges that the OfferedSecurities have not been registered under the Securities Act and may not beoffered or sold within the United States or to, or for the account or benefitof, U.S. persons except in accordance with Regulation S or pursuant to anexemption from the registration requirements of the Securities Act.  The Purchaser represents and agrees that ithas offered and sold the Offered Securities, and will offer and sell theOffered Securities, only in accordance with Rule 903 or Rule 144A under theSecurities Act ("**Rule 144A**").Accordingly, neither the Purchaser nor its affiliates, nor any persons actingon its or their behalf, have engaged or will engage in any directed sellingefforts with respect to the Offered Securities , andthe Purchaser, its affiliates and all persons acting on its or their behalfhave complied and will comply with the offering restrictions requirement ofRegulation S and Rule 144A.                          (c)  The Purchaser agrees that it and each of itsaffiliates has not entered and will not enter into any contractual arrangementwith respect to the distribution of the Offered Securities except with theprior written consent of the Company.

                        (d)  The Purchaser agrees that it and each of itsaffiliates will not offer or sell the Offered Securities in the United Statesby means of any form of general solicitation or general advertising within themeaning of Rule 502(c) under the Securities Act, including, but not limited to(i) any advertisement, article, notice or othercommunication published in any newspaper, magazine or similar media or broadcastover television or radio, or (ii) any seminar or meeting whose attendeeshave been invited by any general solicitation or general advertising.  The Purchaser agrees, with respect to resales of any of the Offered Securities made in relianceon Rule 144A of any of the Offered Securities, to deliver either with theconfirmation of such resale or otherwise prior to settlement of such resale anotice to the effect that the resale of such Offered Securities has been madein reliance upon the exemption from the registration requirements of theSecurities Act provided by Rule 144A.

                        (e)  The Purchaser represents and agrees that (i) it has not offered or sold and prior to the expiryof a period of six months from the closing date, will not offer or sell anyOffered Securities to persons in the United Kingdom except to persons whoseordinary activities involve them in acquiring, holding, managing or disposingof investments (as principal or agent) for the purposes of their businesses orotherwise in circumstances which have not resulted and will not result in anoffer to the public in the United Kingdom within the meaning of the PublicOffers of Securities Regulations 1995; (ii) it has only communicated orcaused to be communicated and will only communicate or cause to be communicatedany invitation or inducement to engage in investment activity (within themeaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or saleof any Offered Securities in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and (iii) it hascomplied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to theOffered Securities in, from or otherwise involving the United Kingdom.

                        (f)  The Purchaser agrees with respect to offersand sales of Offered Securities outside the United States that it understandsthat no action has been or will be taken in any jurisdiction by the Companythat would permit a public offering of the Offered Securities, or possession ordistribution of either the Preliminary Offering Circular or the OfferingCircular or any other offering or publicity material relating to the OfferedSecurities, in any country or jurisdiction where action for that purpose isrequired; and the Purchaser will comply with all applicable laws andregulations in each jurisdiction in which it acquires, offers, sells ordelivers Offered Securities or has in its possession or distributes either thePreliminary Offering Circular or the Offering Circular or any such othermaterial.

            5. *Certain Agreements of the Company.* The Company agrees with the Purchaser that:

                        (a)  The Company will advise the Purchaserpromptly of any proposal to amend or supplement the Offering Document and willnot effect such amendment or supplementation without the Purchaser's consent,which consent shall not be unreasonably withheld or delayed.  If, at any time prior to the completion ofthe resale of the Offered Securities by the Purchaser, any event occurs as aresult of which the Offering Document as then amended or supplemented wouldinclude an untrue statement of a material fact or omit to state any materialfact necessary in order to make the statements therein, in the light of thecircumstances under which they were made, not misleading, the Company promptlywill notify the Purchaser of such event and promptly will prepare, at its ownexpense, an amendment or supplement which will correct such statement or omission.Neither the Purchaser's consent to, nor its delivery to offereesor investors of, any such amendment or supplement shall constitute a waiver ofany of the conditions set forth in Section 6.

                        (b)  The Company will furnish to the Purchasercopies of any preliminary offering circular, the Offering Document and allamendments and supplements to such documents, in each case as soon as availableand in such quantities as the Purchaser reasonably requests. At any time whenthe Company is not subject to Section 13 or 15(d) of the Exchange Act, theCompany will promptly furnish or cause to be furnished to the Purchaser and,upon request of holders and prospective purchasers of the Offered Securities,to such holders and purchasers, copies of the information required to bedelivered to holders and prospective purchasers of the Offered Securitiespursuant to Rule 144A(d)(4) under the Securities Act (or any successorprovision thereto) in order to permit compliance with Rule 144A inconnection with resales by such holders of theOffered Securities.  The Company will paythe expenses of printing and distributing to the Purchaser all such documents.

                        (c)  The Company will arrange for thequalification of the Offered Securities for sale and the determination of theireligibility for investment under the laws of such jurisdictions in the UnitedStates and Canada as the Purchaser designates and will continue suchqualifications in effect so long as required for the resale of the OfferedSecurities by the Purchaser, provided that the Company will not be required toqualify as a foreign corporation or to file a general consent to service ofprocess in any such state or take any action that would subject it to taxationbased on its income or revenues in any jurisdiction where it is not currentlysubject to taxation.

                        (d)  During the period of two years after thelater of the First Closing Date and the last Optional Closing Date, the Companywill, upon request, furnish to the Purchaser and any holder of OfferedSecurities a copy of the restrictions on transfer applicable to the OfferedSecurities.

                        (e)  During the period of two years after thelater of the First Closing Date and the last Optional Closing Date, the Companywill not (i) sell any of the Offered Securities thathave been reacquired by it, or (ii) permit any of its affiliates as defined inRule 144A to resell any of the Offered Securities that have been reacquired byany of them, but only if and to the extent that the Company controls suchaffiliates or is able to cause such affiliates through contractual or otherrights to so act.

                        (f)  During the period of two years after thelater of the First Closing Date and the last Optional Closing Date, the Companywill not be or become an open-end investment company, unit investment trust orface-amount certificate company that is or is required to be registered underSection 8 of the Investment Company Act.

                        (g)  The Company will pay all expenses incidental to theperformance of its obligations under this Agreement, the Indenture and theRegistration Rights Agreement, including (i) the feesand expenses of the Trustee and its professional advisers; (ii) all expenses inconnection with the execution, issue, authentication, packaging and initialdelivery of the Offered Securities, the preparation and printing of the OfferedSecurities, the Indenture and the Offering Document and amendments andsupplements thereto, (iii) the cost of qualifying the Offered Securitiesfor trading in The PortalSM Market ("**PORTAL**") and any expenses incidentalthereto; (iv) the cost of any advertising approved by the Company inconnection with the issue of the Offered Securities; (v) for any expenses(including fees and disbursements of counsel) incurred in connection withqualification of the Offered Securities for sale under the laws of suchjurisdictions in the United States and Canada as the Purchaser designates andthe printing of memoranda relating thereto, and (vi) expenses incurred indistributing preliminary offering circulars and the Offering Document(including any amendments and supplements thereto) to the Purchaser. 

                        (h)  In connection with the offering, until thePurchaser shall have notified the Company of the completion of the resale ofthe Offered Securities, neither the Company nor any affiliate controlled by ithas or will, either alone or with one or more other persons, bid for orpurchase for any account in which it or any of such affiliates has a beneficialinterest any Offered Securities or attempt to induce any person to purchase anyOffered Securities; and neither it nor any of any affiliates controlled by itwill make bids or purchases for the purpose of creating actual or apparentactive trading in, or of raising the price of, the Offered Securities.

                        (i)  For a period of 90 days after the dateof the initial offering of theOffered Securities by the Purchaser, the Company will not offer, sell, contractto sell, pledge or otherwise dispose of, directly or indirectly, or file withthe Commission a registration statement under the Securities Act relating to,any shares of Common Stock of the Company or securities convertible intoor exchangeable or exercisable for shares of Common Stock of the Company orwarrants or other rights to purchase shares of Common Stock of the Company, orpublicly disclose the intention to make any such offer, sale, pledge,disposition or filing, without the prior written consent of the Purchaser;provided that such restriction shall not apply to: (i)the Offered Securities; (ii) the filing of the Shelf Registration Statementcovering resales of the Offered Securities pursuantto the Registration Rights Agreement; (iii) shares of Common Stock issued bythe Company upon conversion of the Offered Securities or upon the exercise orconversion of options, warrants or convertible securities, in each caseoutstanding on the date of this Agreement; (iv) issuances and purchasespursuant to the confirmations to the ISDA 1992 MasterAgreement (Multicurrency - Cross Border), dated as ofDecember 17, 2003, between Credit Suisse First Boston International and theCompany; (v) the sale or transfer of shares of Common Stock issued pursuant toan accelerated stock repurchase program; (vi) the filing of any registrationstatement on Form S-8 to register shares of Common Stock reserved for issuanceunder the Company's equity compensation plans; and (vii) shares of Common Stockoffered, contracted to sell, or issued or to be issued pursuant toacquisitions, including the issuance or assumption of options in connectiontherewith, provided that the aggregate number of shares of Common Stock soissued does not exceed 25% of the shares of Common Stock outstanding on thedate of this Agreement and provided further that all recipients of such sharesof Common Stock enter into a lock-up agreement in the form attached hereto asExhibit A.  The Company will not at anytime offer, sell, contract to sell, pledge or otherwise dispose of, directly orindirectly, any securities under circumstances where such offer, sale, contract,pledge or disposition would cause the exemption afforded by Section 4(2) of theSecurities Act or the safe harbor of Regulation S thereunderto cease to be applicable to the offer and sale of the Offered Securities.

                        (j)  The Company will use the proceeds from theOffered Securities as described in the Offering Document.

            6. *Conditions of the Obligation ofthe Purchaser.*  The obligation of the Purchaser topurchase and pay for the Firm Securities on the First Closing Date and for anyOptional Securities on each Optional Closing Date will be subject tothe accuracy of the representations and warranties on the part of the Companyherein, to the accuracy of the statements of officers of the Company madepursuant to the provisions hereof, to the performance by the Company of itsobligations hereunder and to the following additional conditions precedent:

            (a)  The Purchaser shall havereceived a letter, dated the date of this Agreement, of Ernst & Young LLP confirming that they are independent public accountantswithin the meaning of the Securities Act and the applicable published rules andregulations thereunder ("**Rules and Regulations**") and to the effect that:

                                    (i)  in their opinionthe financial statements examined by them and included in the Offering Documentand in the Exchange Act Reports comply as to form in all material respects withthe applicable accounting requirements of the Securities Act and the relatedpublished Rules and Regulations;

                                    (ii) theyhave performed the procedures specified by the American Institute of CertifiedPublic Accountants for a review of interim financial information as describedin Statement of Auditing Standards No. 100, Interim Financial Information,on the unaudited financial statements included in theOffering Document and in the Exchange Act Reports;

                                    (iii)on the basis of the review referred to in clause (ii) above, a reading of thelatest available interim financial statements of the Company, inquiries ofofficials of the Company who have responsibility for financial and accountingmatters and other specified procedures, nothing came to their attention thatcaused them to believe that:

                                                (A)  the unauditedfinancial statementsincluded in the Offering Document or in theExchange Act Reports do not comply as to form in all material respects with theapplicable accounting requirements of the Securities Act and the relatedpublished Rules and Regulations or any material modifications should be made tosuch unaudited financial statements for them to be inconformity with generally accepted accounting principles;

                                                (B)  the unauditedconsolidated net sales, net operating income, net income and net income pershare amounts for the six-month periods ended September 30, 2003 and 2002included in the Offering Document or the Exchange Act Reports do not agree withthe amounts set forth in the unaudited consolidatedfinancial statements for those same periods or were not determined on a basissubstantially consistent with that of the corresponding amounts in the auditedstatements of income;

                                                (C)  at the date of the latest available balancesheet read by such accountants, or at a subsequent specified date not more thanthree business days prior to the date of this Agreement, there was any changein the capital stock or any increase in short-term indebtedness or long-termdebt of the Company and its consolidated subsidiaries or, at the date of thelatest available balance sheet read by such accountants, there was any decreasein consolidated net current assets or net assets, as compared with amountsshown on the latest balance sheet included in the Offering Document and theExchange Act Reports; or

                                                (D)  for the period from the closing date of thelatest income statement included in the Offering Document and the Exchange ActReports to the closing date of the latest available income statement read bysuch accountants there were any decreases, as compared with the correspondingperiod of the previous year and with the period of corresponding length endedthe date of the latest income statement included in the Offering Documentand the Exchange Act Reports, in consolidated net sales, net operating income,consolidated net income or in the ratio of earnings to fixed charges; exceptin all cases set forth in clauses (C) and (D) above for changes, increases ordecreases which the Offering Document and the Exchange Act Reports disclosehave occurred or may occur or which are described in such letter; and

                                    (iv)  they have compared specified dollar amounts(or percentages derived from such dollar amounts) and other financialinformation contained in the Offering Document and the Exchange Act Reports (ineach case to the extent that such dollar amounts, percentages and otherfinancial information are derived from the general accounting records of theCompany and its subsidiaries subject to the internal controls of the Company'saccounting system or are derived directly from such records by analysis orcomputation) with the results obtained from inquiries, a reading of suchgeneral accounting records and other procedures specified in such letter andhave found such dollar amounts, percentages and other financial information tobe in agreement with such results, except as otherwise specified in suchletter.

            (b) Subsequent to the execution and delivery of this Agreement, there shallnot have occurred (i) any change, or any developmentor event involving a prospective change, in the condition (financial or other),business, properties or results of operations of the Company and itssubsidiaries taken as a whole which, in the judgment of the Purchaser, ismaterial and adverse and makes it impractical or inadvisable to proceed withcompletion of the offering or the sale of and payment for the OfferedSecurities; (ii) any change in U.S. or international financial, political oreconomic conditions or currency exchange rates or exchange controls as would,in the judgment of the Purchaser, be likely to prejudice materially the successof the proposed issue, sale or distribution of the Offered Securities, whetherin the primary market or in respect of dealings in the secondary market, (iii)any material suspension or material limitation of trading in securitiesgenerally on the New York Stock Exchange, or any setting of minimum prices fortrading on such exchange; (iv) any suspension of trading of any securities ofthe Company on any exchange or in the over-the-counter market; (v) any bankingmoratorium declared by U.S. Federal or New York authorities; (vi) any majordisruption of settlements of securities or clearance services in the UnitedStates or (vii) any attack on, outbreak or escalation of hostilities or act ofterrorism involving the United States, any declaration of war by Congress orany other national or international calamity or emergency if, in the judgmentof the Purchaser, the effect of any such attack, outbreak, escalation, act,declaration, calamity or emergency makes it impractical or inadvisable toproceed with completion of the offering or sale of and payment for the OfferedSecurities.

                        (c)  The Purchaser shall have received an opinion,including such exceptions, qualifications, limitations and assumptionscustomary for transactions similar to the transactions contemplated by thisAgreement and dated the Closing Date, of WSGR,special counsel for the Company, that:

            (i)  The Company is duly qualified to dobusiness as a foreign corporation in the State of California. 

            (ii) Mentor Minnesota has been duly incorporated and is an existingcorporation in good standing under the laws of the State of Delaware, withcorporate power and authority to own its properties and conduct its business ascurrently conducted. All of the outstanding shares of Mentor Minnesota areowned of record by the Company. 

            (iii)  Each of Mentor Texas GP and MentorPartnership Holding Company, is a limited liability company duly formed, underand by virtue of, the laws of the State of Delaware and is in good standingunder the laws of the State of Delaware and is qualified to do business as a foreignlimited liability company in the State of Texas.

            (iv) Mentor Texas LP, is a duly formed limitedpartnership and is existing and in good standing under the laws of the State ofDelaware and is in good standing as a foreign limited partnership qualified todo business in the State of Texas.

            (v) The Offered Securities have been duly authenticated, issued anddelivered by the Company and conform in all material respects to thedescription thereof contained in the Offering Circular. The Indenture, theOffered Securities and the Registration Rights Agreement constitute valid andbinding obligations of the Company enforceable against the Company inaccordance with their terms and the Offered Securities are entitled to thebenefits of the Indenture. 

            (vi)  The Offered Securities are convertibleinto Common Stock in accordance with the terms of the Indenture. Thestockholders of the Company have no preemptive or other similar subscriptionrights with respect to the Offered Securities or the Common Stock issuable upon conversion thereof under any ReviewedAgreements. 

            (vii)  The Reviewed Agreements do not provide anyperson with the right to include any securities in the Shelf RegistrationStatement that have not been validly satisfied or waived prior to the datehereof.

            (viii)  No consent,approval, authorization, filing with or, to our knowledge, order of any U. S.federal or California governmental agency or body or any U. S. federal orCalifornia court is required to be obtained or made by the Company for theconsummation of the transactions contemplated by the Operative Documents inconnection with the issuance and sale of the Offered Securities by the Companyexcept (a) for the order of the Commission declaring the Shelf RegistrationStatement effective, (b) in connection with the qualification of the Indentureunder the Trust Indenture Act in connection with the filing of the ShelfRegistration Statement, (c) pursuant to state securities or "BlueSky" laws in connection with the purchase and resale of the OfferedSecurities by the Purchaser and (d) as required following the initial issuanceand sale of the Offered Securities by the Company by the terms of any OperativeDocument. 

            (ix) To our knowledge, except as setforth in the Offering Document, there are no pending actions, suits orproceedings against the Company that we believe would, individually or in theaggregate, have a Material Adverse Effect, or would materially and adverselyaffect the ability of the Company to perform its obligations under theOperative Documents, or which are otherwise material in the context of the saleof the Offered Securities. 

            (x)  The execution, delivery and performance ofthe Indenture, the Purchase Agreement and the Registration Rights Agreement andthe issuance and sale of the Offered Securities and compliance with the termsand provisions thereof will not result in a breach or violation by the Companyof any of the terms and provisions of, or constitute a default by the Companyunder, any U. S. federal or California statute, rule, regulation or, to ourknowledge, order of, any U. S. federal or California governmental agency orbody or any U. S. federal or California court having jurisdiction over theCompany or any of its properties, any Reviewed Agreement, or the Articles ofIncorporation or Bylaws of the Company. 

            (xi)  It is not necessary in connection with (a)the offer, sale and delivery of the Offered Securities by the Company to thePurchaser pursuant to the Purchase Agreement or (b) the initial resales of the Offered Securities by the Purchaser in themanner contemplated by the Purchase Agreement, to register the OfferedSecurities under the Securities Act or to qualify an indenture in respectthereof under the Trust Indenture Act. 

            (xii)   The information in the Offering Circularunder the heading "Certain United States Federal Income Tax Considerations"insofar as such statements summarize the U.S. Federal tax laws referred totherein fairly summarize such laws in all material respects.

Such counsel shall also state that ithas no reason to believe that the Offering Circular, as of the date hereof andas of the Closing Date, contained any untrue statement of a material fact oromitted to state any material fact required to be stated therein or necessaryto make the statements therein, in light of the circumstances under which theywere made, not misleading; it being understood that such counsel need expressno opinion as to the financial statements or other financial data contained inthe Offering Circular and the Exchange Act Reports.

(d) The Purchaser shall have received an opinion, dated the Closing Date, ofGray, Plant, Mooty, Mootyand Bennett, Minnesota counsel to the Company, that:

            (i)  The Company hasbeen duly incorporated and is an existing corporation in good standing underthe laws of the State of Minnesota, with corporate power and authority to ownits properties and conduct its business as described in the Offering Document;Mentor Minnesota is duly qualified to do business as a foreign corporation inthe State of Minnesota.

            (ii)  The Purchase Agreement and the RegistrationRights Agreement have each been duly authorized, executed and delivered by theCompany.

            (iii)  The execution, delivery and performance ofthe Indenture, the Purchase Agreement and the issuance and sale of theConvertible Notes and compliance with the terms and provisions thereof will notresult in a breach or violation of any of the terms and provisions of, orconstitute a default under, any Minnesota statute, any rule, regulation or, tosuch counsel's knowledge, order of any Minnesota governmental agency or body orany Minnesota court having jurisdiction over the Company , or the charter orby-laws of the Company or any such subsidiary; and the Company has full powerand authority to authorize, issue and sell the Convertible Bonds as contemplated by thePurchase Agreement and the Registration Rights Agreement;

            (iv)  Noconsent, approval, authorization or order of, or filing with, any Minnesotagovernmental agency or body or any court is required for the consummation ofthe transactions contemplated by the Purchase Agreement and the RegistrationRights Agreement in connection with the issuance or sale of the ConvertibleNotes by the Company; provided that such counsel shall not be required to opineas to any state of federal securities laws.

            (v) The Indenture has been dulyauthorized, executed and delivered; the Convertible Bonds have been dulyauthorized, executed and delivered;  and

            (vi)  The shares of Common Stock initially issuable uponconversion of the Convertible Bonds delivered on such Closing Date have beenduly authorized and reserved for issuance upon such conversion and, when issuedupon such conversion, will be validly issued, fully paid and nonassessable; the outstanding shares of such Common Stockconform to the description thereof contained in the Offering Document; and theshareholders of the Company have no preemptive rights under Minnesota law orthe Articles and By-laws of the Company with respect to the Offered Securitiesor the Common Stock.

(e) The Purchaser shall have received anopinion, dated the Closing Date, of Philips, Giraud, Naud & Swartz, French counsel to the Company, that:

            (i)  Each of Mentor International EURL, Mentor Medical Systems France S.A. and Porges S.A.S. (the "French Entities") hasbeen duly organized and is an existing legal entity under the laws of France,with power and authority (corporate and other) to own its properties andconduct its business as presently conducted.

            (ii)  all of the issuedand outstanding capital stock or other ownership interests of each of theFrench Entities has been duly authorized and validly issued.

            (iii)  All of the capital stock or other ownershipinterests of each of the French Entities is owned by Mentor Corporation,directly or through subsidiaries (except that, in the case of Mentor MedicalSystems France S.A., such opinion may be limited to fewer than all of suchcapital stock or other ownership.

(f) The Purchaser shall have received from Milbank, counsel for thePurchaser, such opinion or opinions, dated the Closing Date, with respect tothe incorporation of the Company, the validity of the Offered Securities, theOffering Circular, the exemption from registration for the offer and sale ofthe Offered Securities by the Company to the Purchaser and the resales by the Purchaser as contemplated hereby and otherrelated matters as the Purchaser may require, and the Company shall havefurnished to such counsel such documents as they reasonably request for thepurpose of enabling them to pass upon such matters.  In rendering such opinion, Milbank may relyas to the incorporation of the Company and all other matters governed byMinnesota law upon the opinion of Gray, Plant, Mooty,Mooty and Bennett referred to in Section 6(d) above.

(g)  The Purchaser shall have received acertificate, dated the Closing Date, signed by the President or any VicePresident and a principal financial or accounting officer of the Company inwhich such officers, to the best of their knowledge after reasonableinvestigation, shall state that the representations and warranties of theCompany in this Agreement are true and correct, that the Company has compliedwith all agreements and satisfied all conditions on its part to be performed orsatisfied hereunder at or prior to the Closing Date, and that, subsequent tothe date of the most recent financial statements included in or incorporated byreference in the Offering Document there has been no material adverse change,nor any development or event involving a prospective material adverse change,in the condition (financial or other), business, properties or results ofoperations of the Company and its subsidiaries taken as a whole except as setforth in the Offering Document or as described in such certificate.

(h)        The Purchaser shall have received aletter, dated the Closing Date, of Ernst & Young LLPthat meets the requirements of subsection (a) of this Section, except that thespecified date referred to in such subsection will be a date not more thanthree days prior to the Closing Date for the purposes of this subsection.

(i)  On or prior tothe date of this Agreement, the Purchaser shall have received lockup letters ina form acceptable to the Purchaser from each of the executive officers anddirectors of the Company set forth on Schedule A hereto.

            The Company will furnish thePurchaser with such conformed copies of such opinions, certificates, lettersand documents as the Purchaser reasonably requests. The Purchaser may in itssole discretion waive compliance with any conditions to the obligations of thePurchaser hereunder, whether in respect of an Optional Closing Date orotherwise.

            7.  *Indemnificationand Contribution*.  (a)  The Company will indemnify and hold harmlessthe Purchaser, its officers, partners, members, directors and each person, ifany, who controls the Purchaser within the meaning of Section 15 of theSecurities Act, against any losses, claims, damages or liabilities, joint or several,to which the Purchaser may become subject, under the Securities Act or theExchange Act or otherwise, insofar as such losses, claims, damages orliabilities (or actions in respect thereof) arise out of or are based upon anyuntrue statement or alleged untrue statement of any material fact contained inthe Offering Document, or any amendment or supplement thereto, or any relatedpreliminary offering circular, or arise out of or are based upon the omissionor alleged omission to state therein a material fact necessary in order to makethe statements therein, in the light of the circumstances under which they weremade, not misleading, including any losses, claims, damages or liabilitiesarising out of or based upon the Company's failure to perform its obligationsunder Section 5(a) of this Agreement, and will reimburse the Purchaser for anylegal or other expenses reasonably incurred by the Purchaser in connection withinvestigating or defending any such loss, claim, damage, liability or action assuch expenses are incurred; provided, however, that the Company will not beliable in any such case to the extent that any such loss, claim, damage orliability arises out of or is based upon an untrue statement or alleged untruestatement in or omission or alleged omission from any of such documents inreliance upon and in conformity with written information furnished to theCompany by the Purchaser specifically for use therein, it being understood andagreed that the only such information consists of the information described assuch in subsection (b) below, and provided, further, that with respect toany untrue statement or alleged untrue statement in or omission or allegedomission from any preliminary offering circular the indemnity agreementcontained in this subsection (a) shall not inure to the benefit of anyPurchaser that sold the Offered Securities concerned to the person assertingany such losses, claims, damages or liabilities, to the extent that such salewas an initial resale by such Purchaser and any such loss, claim, damage orliability of such Purchaser results from the fact that there was not sent orgiven to such person, at or prior to the written confirmation of the sale ofsuch Offered Securities to such person, a copy of the Offering Circular (exclusiveof any material included therein but not attached thereto) if the Company hadpreviously furnished copies thereof to such Purchaser.

                        (b)  The Purchaser will indemnify and holdharmless the Company, its directors and officers and each person, if any, whocontrols the Company within the meaning of Section 15 of the Securities Act,against any losses, claims, damages or liabilities to which the Company maybecome subject, under the Securities Act or the Exchange Act or otherwise,insofar as such losses, claims, damages or liabilities (or actions in respectthereof) arise out of or are based upon any untrue statement or alleged untruestatement of any material fact contained in the Offering Document, or anyamendment or supplement thereto, or any related preliminary offering circular,or arise out of or are based upon the omission or the alleged omission to statetherein a material fact necessary in order to make the statements therein, inthe light of the circumstances under which they were made, not misleading, ineach case to the extent, but only to the extent, that such untrue statement oralleged untrue statement or omission or alleged omission was made in relianceupon and in conformity with written information furnished to the Company by thePurchaser specifically for use therein, and will reimburse any legal or otherexpenses reasonably incurred by the Company in connection with investigating ordefending any such loss, claim, damage, liability or action as such expensesare incurred, it being understood and agreed that the only such informationfurnished by the Purchaser consists of the following information in theOffering Document: under the caption "Plan of Distribution," the first sentenceof the third paragraph, the third and fourth sentences of the eleventhparagraph, the twelfth paragraph and the third and fifth sentences of thethirteenth paragraph; provided, however, that the Purchaser shall not be liablefor any losses, claims, damages or liabilities arising out of or based upon theCompany's failure to perform its obligations under Section 5(a) of thisAgreement.

                        (c)  Promptly after receipt by an indemnifiedparty under this Section of notice of the commencement of any action, suchindemnified party will, if a claim in respect thereof is to be made against theindemnifying party under subsection (a) or (b) above, notify the indemnifyingparty of the commencement thereof; but the failure to notify theindemnifying party shall not relieve it from any liability that it may haveunder subsection (a) or (b) above except to the extent that it has beenmaterially prejudiced (through the forfeiture of substantive rights ordefenses) by such failure; and provided further that the failure to notify theindemnifying party shall not relieve it from any liability that it may have toan indemnified party otherwise than under subsection (a) or (b) above.  In case any such action is brought againstany indemnified party and it notifies the indemnifying party of thecommencement thereof, the indemnifying party will be entitled to participatetherein and, to the extent that it may wish, jointly with any otherindemnifying party similarly notified, to assume the defense thereof, withcounsel satisfactory to such indemnified party (who shall not, except with theconsent of the indemnified party, be counsel to the indemnifying party), andafter notice from the indemnifying party to such indemnified party of itselection so to assume the defense thereof, the indemnifying party will not beliable to such indemnified party under this Section for any legal or otherexpenses subsequently incurred by such indemnified party in connection with thedefense thereof other than reasonable costs of investigation. No indemnifyingparty shall, without the prior written consent of the indemnified party, whichconsent shall not be unreasonably withheld or delayed, effect any settlement ofany pending or threatened action in respect of which any indemnified party isor could have been a party and indemnity could have been sought hereunder bysuch indemnified party unless such settlement includes (i)an unconditional release of such indemnified party from all liability on anyclaims that are the subject matter of such action and (ii) does not include astatement as to or an admission of fault, culpability or failure to act by oron behalf of any indemnified party.  Inno event will any indemnifying party be liable for fees and disbursements ofmore than one counsel, plus the fees and disbursements of any local counsel,for all indemnified parties in connection with any one action or separate butsimilar or related actions in the same jurisdiction arising out of the samegeneral obligations or circumstances, unless an indemnified party reasonablydetermines that representation of such indemnifying party and the indemnifiedparty by the same counsel would present a conflict of interest.

                        (d)  If the indemnification provided for in thisSection is unavailable or insufficient to hold harmless an indemnified partyunder subsection (a) or (b) above, then each indemnifying party shallcontribute to the amount paid or payable by such indemnified party as a resultof the losses, claims, damages or liabilities referred to in subsection (a) or(b) above (i) in such proportion as isappropriate to reflect the relative benefits received by the Company on the onehand and the Purchaser on the other from the offering of the Offered Securitiesor (ii) if the allocation provided by clause (i)above is not permitted by applicable law, in such proportion as is appropriateto reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on theone hand and the Purchaser on the other in connection with the statements oromissions which resulted in such losses, claims, damages or liabilities as wellas any other relevant equitable considerations. The relative benefits receivedby the Company on the one hand and the Purchaser on the other shall be deemedto be in the same proportion as the total net proceeds from the offering(before deducting expenses) received by the Company bear to the total discountsand commissions received by the Purchaser from the Company under thisAgreement. The relative fault shall be determined by reference to, among otherthings, whether the untrue or alleged untrue statement of a material fact orthe omission or alleged omission to state a material fact relates toinformation supplied by the Company or the Purchaser and the parties' relativeintent, knowledge, access to information and opportunity to correct or preventsuch untrue statement or omission. The amount paid by an indemnified party as aresult of the losses, claims, damages or liabilities referred to in the firstsentence of this subsection (d) shall be deemed to include any legal or otherexpenses reasonably incurred by such indemnified party in connection withinvestigating or defending any action or claim which is the subject of thissubsection (d). Notwithstanding the provisions of this subsection (d), thePurchaser shall not be required to contribute any amount in excess of theamount by which the total price at which the Offered Securities purchased by itwere resold exceeds the amount of any damages that the Purchaser has otherwisebeen required to pay by reason of such untrue or alleged untrue statement oromission or alleged omission. 

                        (e)  The obligations of the Company under thisSection shall be in addition to any liability which the Company may otherwisehave and shall extend, upon the same terms and conditions, to each person, ifany, who controls the Purchaser within the meaning of the Securities Act or theExchange Act; and the obligations of the Purchaser under this Section shall bein addition to any liability that the Purchaser may otherwise have and shallextend, upon the same terms and conditions, to each person, if any, whocontrols the Company within the meaning of the Securities Act or the ExchangeAct.

            8. *Survival of CertainRepresentations and Obligations.*  Therespective indemnities, agreements, representations, warranties and otherstatements of the Company or its officers and of the Purchaser set forth in ormade pursuant to this Agreement will remain in full force and effect,regardless of any investigation, or statement as to the results thereof, madeby or on behalf of the Purchaser, the Company or any of their respectiverepresentatives, officers or directors or any controlling person, and willsurvive delivery of and payment for the Offered Securities. If for any reasonthe purchase of the Offered Securities by the Purchaser is not consummated, theCompany shall remain responsible for the expenses to be paid or reimbursed byit pursuant to Section 5 and the respective obligations of the Company andthe Purchaser pursuant to Section 7 shall remain in effect and if anyOffered Securities have been purchased hereunder the representations in Section2 and all obligations under Section 5 shall also remain in effect.  If the purchase of the Offered Securities bythe Purchaser is not consummated for any reason other than solely because ofthe occurrence of any event specified in clause (ii), (iii), (iv), (v), (vi) or(vii) of Section 6(b), the Company will reimburse the Purchaser for allout-of-pocket expenses (including fees and disbursements of counsel) reasonablyincurred by it in connection with the offering of the Offered Securities.

            9. *Notices.*  All communications hereunder will be inwriting and, if sent to the Purchaser will be mailed, delivered or faxed andconfirmed to the Purchaser at Eleven Madison Avenue, New York, N.Y.10010-3629, Attention:  TransactionsAdvisory Group (fax no. 212-325-4296), or, if sent to the Company, will bemailed, delivered or faxed and confirmed to it at 201 Mentor Drive, SantaBarbara, California 93111, Attention: General Counsel (fax no. 805-879-6008).

            10. *Successors.*  This Agreement will inure to the benefit ofand be binding upon the parties hereto and their respective successors and thecontrolling persons referred to in Section 7, and no other person willhave any right or obligation hereunder, except that holders of OfferedSecurities shall be entitled to enforce the agreements for their benefitcontained in the second and third sentences of Section 5(b) hereof againstthe Company as if such holders were parties thereto.

            11. *Counterparts.*  This Agreement may be executed in any numberof counterparts, each of which shall be deemed to be an original, but all suchcounterparts shall together constitute one and the same Agreement.

            12.  *Applicable Law.*  This Agreementshall be governed by, and construed in accordance with, the laws of the Stateof New York without regard to principles of conflicts of laws.

            The Company hereby submits to thenon-exclusive jurisdiction of the Federal and state courts in the Borough ofManhattan in The City of New York in any suit or proceeding arising out of orrelating to this Agreement or the transactions contemplated hereby.

            If the foregoingis in accordance with the Purchaser's understanding of our agreement, kindlysign and return to us one of the counterparts hereof, whereupon it will becomea binding agreement between the Company and the Purchaser in accordance withits terms.

Very truly yours,

Mentor Corporation

By:  /S/ADEL MICHAELName:  Adel MichaelTitle:  CFO

The foregoingPurchase Agreementis herebyconfirmed and acceptedas of the datefirst above written.

Credit Suisse First Boston LLC

By:  /S/EDWARD M. BROWNName:  Edward M. BrownTitle:  Managing Director          

**SCHEDULE A**

KathleenBeauchamp

Christopher J.Conway

Walter Faster

Eugene Glover

Josh Levine

Adel Michael 

Maher Michael

MichaelNakonechny

Bobby Purkait

Ronald Rossi

Clarke Scherff

Peter Shepard

Jeffrey Ubben

Cathy Ullery

Richard Young

----

EXHIBIT A

FORMOF LOCK-UP

[___________, ____]

Mentor Corporation201 Mentor DriveSanta Barbara, CA   93111

Credit Suisse First Boston LLCEleven Madison AvenueNew York, NY   10010-3629

Dear Sirs:

            We referto the Purchase Agreement, dated December 17, 2003 (the "**Purchase Agreement**"),between Credit Suisse First Boston LLC (the "**Purchaser**")and Mentor Corporation (the "**Company**"), pursuant to which the Purchaserpurchased the Company's Convertible Subordinated Notes due 2024. Theundersigned acknowledges that it has received from the Company [[____] sharesof the Company's common stock, par value $0.10 per share (the "**Securities**")][[__] options to purchase shares of the Company's commonstock, par value $0.10 per share (the "**Securities**")]. The undersignedacknowledges that the Company transferred such [Securities][options to purchaseSecurities] to it subject to the terms of the Purchase Agreement, and agreeswith the Purchaser that, from the date hereof and until such time as theCompany's obligations pursuant to Section 5(i) of thePurchase Agreement are terminated (the "**Termination Date**"), it will notoffer, sell, contract to sell, pledge or otherwise dispose of, directly orindirectly, any Securities or securities convertible into or exchangeable orexercisable for any shares of Securities, enter into a transaction which wouldhave the same effect, or enter into any swap, hedge or other arrangement thattransfers, in whole or in part, any of the economic consequences of ownershipof the Securities, whether any such aforementioned transaction is to be settledby delivery of the Securities or such other securities, in cash or otherwise,or publicly disclose the intention to make any such offer, sale, pledge ordisposition, or to enter into any such transaction, swap, hedge or otherarrangement, without, in each case, the prior written consent of Credit SuisseFirst Boston LLC. In addition, the undersigned agrees that, without the prior writtenconsent of Credit Suisse First Boston LLC, it willnot, during the period commencing on the date hereof and ending  on the Termination Date, make anydemand for or exercise any right with respect to, the registration of anySecurities or any security convertible into or exercisable or exchangeable forthe Securities.

            AnySecurities received upon exercise of options granted to the undersigned willalso be subject to this Agreement.  AnySecurities acquired by the undersigned in the open market will not be subjectto this Agreement.  A transfer ofSecurities by gift or to a family member or trust may be made, provided thetransferee agrees to be bound in writing by the terms of this Agreement priorto such transfer and no filing by any party (donor, donee,transferor or transferee) under the Securities Exchange Act of 1934, asamended, shall be required or shall be voluntarily made in connection with suchtransfer or distribution (other than a filing on a Form 5 made after theexpiration of the Termination Date).

            Infurtherance of the foregoing, the Company and its transfer agent and registrarare hereby authorized to decline to make any transfer of shares of Securitiesif such transfer would constitute a violation or breach of this Agreement.

            ThisAgreement shall be binding on the undersigned and the successors, heirs, personalrepresentatives and assigns of the undersigned. 

Very truly yours,

______________________

Name: