**EXHIBIT 10.33**

**EXCLUSIVESUPPLY AGREEMENT**

            ThisExclusive Supply Agreement (this "Agreement") is entered and madeeffective as of September 16, 1997 (the "Effective Date") by andbetween Alchemy Engineering, LLC, a Californialimited liability company d/b/a SiTech, LLC, with its principal executive offices located at 6125West Campus Circle Drive, Irving, Texas 75038 ("SiTech"),and Mentor Corporation, a Minnesota corporation with its principal executiveoffices located at 5425 Hollister Avenue, Santa Barbara, California ("Mentor").

            WHEREAS, SiTech intends to manufacture certain Material (as definedin Section 1.6 below) which are used by Mentor in its manufacturing business;

            WHEREAS, SiTech desires to supply the Materials manufactured by SiTech exclusively to mentor on the terms and conditionsset forth in this Agreement;

            WHEREAS,Mentor desires to purchase from SiTech substantiallyall the materials manufactured by SiTech on the termsand conditions set forth in this Agreement; and

            WHEREAS,concurrent herewith Mentor and SiTech will enter intothat certain Option and Stock Purchase Agreement (the "Option Agreement")whereby Mentor will be granted an option to purchase all the capital stock of SiTech from the SiTechshareholders;

            NOW,THEREFORE, in consideration of the premises and the mutual promises andcovenants set forth below, SiTech and mentor mutuallyagree as follows:

1.               DEFINITIONS

1.1                "Affiliate"shall mean (a) any company owned or controlled to the extent of at leastfifty percent (50%) of its issued and outstanding voting stock by a party tothis Agreement and any other company so owned or controlled (directly orindirectly) by any such company or the owner of any such company, or (b) anypartnership, joint venture or other entity directly or indirectly controlledby, controlling, or under common control of, to the extent of fifty percent(50%) or more of voting power) or otherwise having power to control its generalactivities), a party to this Agreement, but in each case only for so long assuch ownership or control shall continue.

1.2                "DeliveryDate" shall mean a date for which delivery of the Material to Mentoris properly requested by Mentor in a written purchase order.

1.3                "FDA"means the United States Food and Drug Administration.

1.4                "FirstSale" shall mean the first sale of the Material by SiTechto Mentor.

1.5                "InitialTerm" shall have the meaning set forth in Section 5.1 hereof.

1.6                "Materials"shall mean all materials manufactured by SiTech asset forth inExhibit A attached hereto and by this reference incorporatedherein.

1.7                "Mentor"as used in this Agreement shall include Mentor and/or each of its wholly-owned Affiliates.

2.               SALEAND PURCHASE OF MATERIALS

2.1                Supply of Material.

(a)                SiTech hereby agrees to manufacture for, and deliver exclusivelyto Mentor, and Mentor agrees to purchase from SiTech,such quantities of the Materials to meet Mentor requirements based upon suchwritten purchase orders and forecasts provided Pursuant to Section 2.3hereof.  In the event that Mentor'srequirements differ significantly (by more than 10%) from the forecasts, Mentorwill promptly notify SiTech of the fact and of theamount of such variance, and SiTech shall use itsbest efforts to accommodate any variance upon receiving notice thereof fromMentor.  The parties hereto acknowledgeand agree that SiTech may manufacture or sell otherproducts to any third party upon the prior written consent of Mentor, whichconsent may be withheld by Mentor at Mentor's sole and absolute discretion.

(b)                Mentorshall be provided with a list of raw materials and finished goods inventory ona quarterly basis.  Such list shallreflect the status of SiTech's inventory at the endof each calendar quarter sufficient to assure that Mentor shall have a three(3) month supply of the materials to be purchased by Mentor pursuant to theterms of this Agreement (the "Minimum Inventory Level").  Mentor shall have the right, but not theobligation, to conduct an annual audit of SiTech, atMentor's expense, to satisfy itself that such Minimum Inventory Level is beingmet.  In the event that Mentor's audit orany SiTech Quarterly report shall reveal that SiTech has not maintained the Minimum Inventory Level foreach necessary raw material, Mentor may, at its sole option, purchase a three(3) month supply of any such raw material and store such raw material at SiTech's facility.  SiTech shall reimburse Mentor for Mentor's actual cost forsuch raw materials upon SiTech's use of the rawmaterial purchased by Mentor.

2.2                Specifications; Regulatory Compliance; Manufacturing; Master Device File.

(a)                SiTech shall manufacture the Materials in accordance with thespecifications set forth in Exhibit A attached hereto; provided,however, that in the case of a discrepancy, SiTechshall be required to meet such specification sonly to the extent met by Mentor'sprior vendor.  SiTech'sManufacturing operations shall be in conformance with ISO-9002 and shall followcurrent good manufacturing practices as promulgated or modified by the FDA fromtime to time ("GMPs"), and all otherapplicable federal, state, and local regulatory authorities as requested byMentor.  SiTechshall not deviate in any way whatsoever therefromwithout the prior written consent of a duly authorized representative ofMentor.  Mentor shall have the right and SiTech shall allow Mentor access, from time to time, andupon reasonable notice and during business hours, to inspect or audit SiTech's manufacturing and storage facility, tools, andequipment as well as SiTech's quality assurancesystems, testing operations, compliance procedures, and records relating to theMaterial, to ensure compliance by SiTech withapplicable regulatory requirements, including without limitation applicable GMP regulations.  Anyaudits shall be scheduled at normal business hours upon at least fifteen (15)days prior written notice to SiTech.

(b)                Inthe event Mentor determines that SiTech is not incompliance with applicable regulatory requirements, including withoutlimitation applicable GMP regulations, Mentor shallpromptly deliver to SiTech written notice of such non-compliance("Non-compliance Notice").  SiTech shall create and deliver to Mentor an action plan toaddress any such non-compliance (the "Action Plan") within fifteen915) days of this receipt of the Non-compliance notice.  The Action Plan shall be mutually agreeableto Mentor and SiTech, including the time period andthe action(s) necessary to correct any non-compliance by SiTech.  In no event shall the time period set forthin the Action Plan to correct any current non-compliance exceed twelve (12)months from the date of SiTech's receipt of the Non-complianceNotice.  In the event SiTechfails to cure any such non-compliance within the time period set forth in theAction Plan, Mentor shall have the right, but not the obligation, to terminate thisAgreement pursuant to Section 5.2(e) below with respect to the Materialsaffected or to elect to have some or all of the affected Materials supplied bya third party supplier pursuant to Section 4 below.

(c)                Forany changes to the specifications set forth in Exhibit A requested byMentor which are not required to comply with applicable regulatoryrequirements, including without limitation, applicable GMPregulations.  Mentor shall deliver to SiTech written notice of such desired changes, and SiTech shall use its best efforts to implement, at Mentor'sreasonable expense, such changes requested by Mentor.  The parties hereto agree to work together ingood faith to implement any such changes to the specifications.  

(d)                SiTech shall establish, file with the FDA and maintain inaccordance with the requirements of the FDA, a Master Device File ("MasterDevice File") with respect to the Materials.  Upon Mentor's request SiTechshall:

(i)                 ProvideMentor with a table of contents of the Master Device File and any other summaryinformation that is not of a proprietary nature; 

(ii)               Authorizethe FDA to access on behalf of Mentor any Master Device File of SiTech pertaining to the Materials;

(iii)              ProvideMentor with information not of a proprietary nature relative to the interpretationor application of data contained in the Master Device File in order to support(a) any filing or application then pending before the FDA or any other UnitedStates or foreign government agency, or (b) any proceedings then beingconducted by or before the FDA or any other United States or foreign governmentagency, or (c) any pending or threatened litigation or other proceedinginvolving Materials to which Mentor is or may become a party;

(iv)             Certifyto or on behalf of Mentor that any Materials hereunder meet the specificationscontained in the Master Device File and are manufactured in compliance withapplicable governmental statutes, regulations, and guidelines; and 

(v)               NotifyMentor of the nature and extent of any deficiency alleged by the FDA to existin the Master Device File and, any actions, if any, that SiTechproposes to take to remedy such deficiency.

2.3                Purchase Orders; Forecasts.  With respect to theMaterials, Mentor shall deliver to SiTech at leastone (1) full calendar quarter prior to the month in which the First Sale (the "InitialMonth") is projected to occur, (i) Mentor'srolling non-binding forecast for the twelve (12) month period commencing withthe first calendar day of the Initial Month, and (ii) with respect to Mentor'sfirst purchase order of Materials, a written purchase order and Delivery Datesfor the initial sixty (60) day period commencing with the Initial Month.  Thereafter, commencing with the InitialMonth, Mentor shall deliver to SiTech on a monthlybasis, or at intervals Mentor and SiTech mayotherwise mutually agree upon, but in no event longer than ninety (90) days, abinding forecast update of its quantity requirements for such Materials for theensuing sixty day period.  Each writtenpurchase order shall specify the Delivery Date and shall include a reference tothis Agreement.  SiTechshall acknowledge in writing within three (3) business days after receipt ofany written purchase orders submitted by Mentor (i)its receipt of such purchase order and (ii) its ability to inability to fulfillsuch sixty (60) day forecasts.  The termsand conditions of this Agreement will control over any terms contained in anyMentor written purchase order, written acceptance or acknowledgement by SiTech, invoice or any other document that is not clearlyan amendment to this Agreement signed by both parties.

2.4                Labeling and Packaging.  SiTechshall label the Materials in accordance with the labeling specifications setfor in this Section 2.4.  Unless Mentorotherwise requests, all Materials ordered by mentor shall be packed fordomestic shipment and storage in accordance with SiTech'sstandard commercial practices.  SiTech will mark all containers with necessary handling andshipping information, including but not limited to any special handling thatmay be required, and will provide an itemized packing list with each shipmentwhich shall include (i) the purchase order number(s)prominently marked, (ii) the quantity of the Material shipped, (iii) the dateof shipment, (iv) supplier parts number, (v) suppliers parts description (vi)supplier lot number, (vii) net weight and (viii) expiration date.  Mentor shall notify SiTechof any special packaging requirements, which she be at Mentor's expense.

2.5                Delivery.  All Materials delivered to mentor shall beF.O.B. SiTech's facilities set forth in each writtenpurchase order.  SiTechshall use its best efforts and the latest and most efficient delivery systemsto deliver the Materials no sooner than three (3) days prior to the applicableDelivery Dates and no later than the applicable Delivery Date.  SiTech shall useits best efforts to assist Mentor in arranging any desired insurance (inamounts that Mentor shall determine) and transportation, via air freight unlessotherwise specified in writing, to any destination specified in writing fromtime to time by Mentor.  All customs,duties, costs, taxes, insurance premiums, and other expenses relating to suchtransportation and delivery, shall be at Mentor's expense.

2.6                Certificate Regarding Specifications and Regulatory Compliance: Invoice.

(a)                Allmaterials delivered to Mentor shall be accompanied by a certificate, signed bythe President or the most senior Quality Assurance Manager of SiTech at such time indicating that the Materials beingdelivered (i) have been tested by SiTech,(ii) meet the specifications set forth in Exhibit A attached hereto andare in compliance with all applicable regulatory requirements, includingwithout limitation, GMPs pursuant to Section 2.2above, and (iii) are free from any manufacturing defects.

(b)                Aninvoice for the amount due for the Materials shall be sent separately by SiTech to Mentor's accounts payable department.

2.7                Rejection and Inspection of Material.

(a)                Every tenderof Materials must materially comply with the Material specifications set forthin Exhibit A hereto.  Mentor mayreject any portion of any shipment of the Materials which is not conforming with the specifications contained in Exhibit A.  In order to reject a shipment, Mentor must (i) give notice to SiTech ofMentor's intent to reject the shipment within fourteen (14) days of receipttogether with a written indication of the reasons for such possiblerejection.  After notice if intention toreject is given, Mentor and SiTech shall both examinethe Materials in question using mutually agreeable test methods as set forth onExhibit B to determine the extent and existence, if any, of anynonconformity has been made, the deadline for payment  for the Materials, as set forth in Section 3below, shall be suspended.  If theMaterials are determined to be nonconforming, Sitechshall, at its own cost and expense, promptly undertake to replace suchnonconforming Materials and deliver conforming Materials to Mentor.  If no such notice of intent to reject istimely received, Mentor shall be deemed to have accepted such delivery ofMaterial.

(b)                NotwithstandingSection 2.7(a) above, in the case of Materials having latent defects which upondiligent examination by Mentor upon receipt could not have been discovered, orthe physical characteristics of Materials have changed so such Material is notconforming with the specifications contained in Exhibit A attachedhereto, mentor shall give notice of Mentor's intent to return such Materialswithin thirty (30) days after discovery of such defects or change in physicalcharacteristics, provided that such notice may in no event be given later thanthe warranty period set forth in Section 6.10 below, except as otherwiseprovided in Section 2.7(c) below.  Uponreceipt of such notice, SiTech shall use itsreasonable efforts to provide replacement Materials to Mentor at SiTech's own expense.

(c)                NotwithstandingSections 2.7(a) and 2.7(b) above, Mentor may return to SiTechat any time any Materials with physical characteristics that have changed sothat such materials is not conforming with the specifications contained in ExhibitA attached hereto to be reconditioned and returned to Mentor, provided thatSiTech may charge Mentor an amount not greater than fifty percent (50%) of the originalprice paid by Mentor for such reconditioned Material if (i)such Material's "shelf life" has expired and (ii) the warranty periodset for in Section 6.10 has expired.  Ifsuch reconditioned Material's shelf life and the warranty period set forth inthe Section 6.10 have not expired, Sitech shallprovide Mentor with such reconditioned Material at SiTech'sown cost.

(d)                Exceptas otherwise agreed to by Mentor, SiTech shall notchange in any way the specifications of the Material, or any process, material,equipment or facility use in the production of the Material without the priorwritten approval of Mentor's Quality Assurance Manager at such time.

2.8                Conditions Precedent.  Mentor's obligation to purchasethe Materials exclusively from SiTech and SiTech's obligation to manufacture and sell the Materialsexclusively to Mentor is (a) conditioned upon the execution of the OptionAgreement by SiTech, its Members (as defined therein)and Mentor an (b) severable as to each Material andshall commence upon completion satisfactory to Mentor of the inspection,acceptance and validation of each Material. However, in no event shall Mentor's obligation to purchase each Materialbe suspended by operation of the Section 2.8 for more than ninety (90) daysafter the filing by SiTech of a Master Device Filefor that Material with FDA.

3.               PRICE AND PAYMENTS

3.1                Price.  The price for the Materials hall be set forin Exhibit C attached hereto and by this reference incorporated herein(collectively, the "Purchase Price"), and such Purchase Price shallremain firm for the term of this Agreement, except as otherwise provided inSection 3.2 below.

3.2                Price Increase.  Mentor and SiTechwill reexamine the Purchase Price annually on each anniversary of the EffectiveDate and shall mutually determine whether an increase or decrease of thePurchase Price is necessary to reflect any change in the market price or in thecost of raw materials used to produce such Materials.  There shall be no change in the PurchasePrice if Mentor and SiTech are unable to agree uponany such change within thirty (30) days of the anniversary of the EffectiveDate.

3.3                Method of Payment.  All payments are hereunder to SitTech shall be due to SiTech inUnited States dollars on the later of (i) thirty (30)days following the date of the applicable invoice and (ii) the receipt of theapplicable invoice in proper form (which form shall include (A) Mentor'spurchase order number, (B) the customer part number an (C) the same price forthe materials set forth in corresponding purchase order); provided, howeverthat in the event Mentor rejects any Materials pursuant to Section 2.7 above,payment for such rejected Materials shall be suspended in accordance with theterms set forth in Section 2.7 above until Mentor and SiTechare able to determine the extent and existence, if any, of any nonconformity ofthe Materials in question.

3.4                Past Due Amount.  Any amount due hereunder shall,if remaining past due for thirty (30) days (sixty (60) days after Mentor'sreceipt of invoice), shall accrue interest hereon at the rate of 1-1/2 % permonth for each month or portion thereof that the amount remains due.  In the event that any invoice remains pastdue for more than ninety (90) days, SiTech may, atits option, require any further shipments of Materials to mentor to be sentC.O.D. until otherwise agreed by SiTech.

4.               PARTIAL TERMINATION AND PENDING DISPUTES. If SiTech (i) failsto timely deliver ninety percent (90%) of the amount of any Materials orderedby Mentor as required hereunder for nay reason excluding force majeure, as measure over any period of sixty (60) or moreconsecutive days, or (ii) the Materials delivered by SiTechdo not conform to the specifications for such Materials set forth in ExhibitA or are not manufactured in the conformance with applicable regulatoryrequirements, including without limitation applicable GMPregulations, then Mentor may upon twenty (20) days' prior written notice to SiTech (as long as SiTech has notcured such default within such time) elect to have such affected Materials (the"Affected Materials") supplied by a third party supplier, selected byMentor in its sole discretion, for the next ninety (90) days (the "ThirdParty Period").  Upon the expirationof the Third Party Period and upon the satisfactory completion of an audit andinspection of SiTech pursuant to Section 2.2 above, SiTech shall recommence supplying the Affected Materials toMentor; provided, however, that if after the expiration of the Third PartyPeriod, the audit and inspection of SiTech is notsatisfactory to Mentor, Mentor shall, at its sole discretion, (i) continue to have Affected Materials supplied by a thirdparty supplier and terminate this Agreement with respect to the AffectedMaterials or (ii) continue to have the Affected Materials supplied by a thirdparty supplier for indefinite consecutive periods of ninety (90) days until asatisfactory completion of an audit and inspection of SiTechpursuant to Section 2.2 above.

5.               TERMINATION, RIGHTS, AND OBLIGATIONS UPON TERMINATION

5.1                Term.  Unless terminated for any particular Materialpursuant to Section 4 above or by either party pursuant to the other provisionsof this Section 5, this Agreement shall continue in effect until seven (7)years from the date first set forth above (the "Initial Term").  After the Initial Term and in the event theOption Agreement is renewed, this Agreement shall automatically renew foradditional one (1) year terms to coincide with any renewal term of the OptionAgreement unless written notice terminating this Agreement without cause is givenby Mentor not less than six (6) months prior to the expiration of the InitialTerm or any renewal term.

5.2                Termination for cause.  This Agreement maybe terminated in its entirety by either party upon the occurrence of an "Eventof Default" (as defined below) by delivering to the defaulting party atleast thirty (30) days prior to the effective date of the written notice oftermination (the "Notice of Termination") describing the Event ofDefault.  For the purposes of Section5.2, an Event of Default is any of the following events:

(a)                Failureby Mentor to make any payment when due and the failure of Mentor to pay suchdelinquent amount plus any other non-delinquent amounts due and payable at suchtime within thirty (30) days of Mentor's receipt of the Notice of Termination;

(b)                Filingby either party hereto for bankruptcy , receivership, assignment for thebenefit of creditors of all or a substantial portion of the assets of suchparty or other admission by such party of its inability to pay its debts asthey mature;

(c)                Thefiling of an involuntary petition for bankruptcy, reorganization, receivershipor similar proceeding against either party hereto which proceeding is notdismissed within sixty (60) days;

(d)                Ifeither party hereto  breaches anymaterial provision of this Agreement and fails to cure such breach within sixty(60) days of written notice describing the breach; or 

 

(e)                IfSiTech is at any time not in compliance with any ofthe applicable regulatory requirements, including but not limited to GMPs, and it fails to deliver an Action Place to Mentorpursuant to Section 2.2(b) above, or it fails to otherwise cure the non-compliancepursuant to the Action Plan delivered to mentor pursuant to Section 2.2(b)above.

5.3                Other Termination Event.  This Agreement maybe terminated in its entirety by Mentor upon the exercise by mentor of itsoption to purchase all of the assets of SiTech andthe closing of the purchase of such assets by Mentor pursuant to the terms ofthe Option Agreement.

5.4                No Liability for Termination.  Neither party shallincur any liability whatsoever for any damage, loss or expenses of any kindsuffered or incurred by the other (or for any compensation to other) arisingfrom or incident to any termination of the Agreement by such party whichcomplies with the terms of this Agreement, whether or not such party is awareof any such damage, loss or expenses.

5.5                Effect of Termination.  The followingprovisions shall survive the termination of this Agreement: Sections 3, 5.4,5.5., 6.5, 6.6, 6.7, 6.8, 6.10, 7 and 8. Remedies for all breaches hereunder will also survive.  Upon termination of his Agreement, SiTech shall continue to fulfill, subject to the terms ofSection 3, all firm orders accepted by it prior to the effective date oftermination, and Mentor shall be obligated to pay for all Materials ordered ordelivered prior to the date of termination, subject to the terms of Section 3of this Agreement.  Notwithstandinganything in this Section 5.5 to the contrary, in the case of termination underSection 5.2, the terminating party may elect whether obligations under firmorders will remain in effect.

5.6                Return of Property.  Upon expiration or terminationof this Agreement, each party shall return to the other party any information,confidential materials, technical materials, samples, correspondence,specifications and other documents or materials belonging to the other party,together with any copies thereof (the "Properties"); provided,however, that each party shall have the right to retain such Properties toperform its obligations remaining hereunder after the expiration or terminationof the Agreement.

6.               REPRESENTATIONS, WARRANTIES, COVENANTS, AND INDEMNIFICATION

6.1                No Rights Created.  Mentor and SiTechhereby agree that nothing in this Agreement shall give either party any right,title or interest in any information, or any copyrights, trademarks, patents ortrade secrets of the other party or used by the other party under license froma third party.

6.2                Rights, Power, Authority and Binding Obligation. Each party hereby represents and warrants to the other party that it hasfull right, power and authority to enter into this Agreement and that thisAgreement constitutes a valid and binding obligation on such party.

6.3                Compliance with Law.  SiTechrepresents and warrants that it is in compliance with all applicable laws andregulations (including but not limited to environmental laws and regulations)and other orders in connection with entering into this Agreement, manufacturingthe Materials and delivering the Materials. SiTech will be solely responsible for theproper disposal of any materials or waste resulting from the manufacturing ofthe Materials.  Under no circumstancesshall Mentor be liable for direct, incidental or consequential damages resultfrom the use, handling, storage or disposal of materials, waste or any otherchemicals, raw materials or inputs by any affiliate, employee, agent orcontractor of SiTech.

6.4                SiTech Facilities.  SiTechrepresents and warrants that the facility used to manufacture the Materials orthe location where the Materials are produced is in compliance with ISO 9002and follows applicable GMP regulations.

6.5                No Infringement.  SiTechrepresents and warrants that (i) the materials arefree from rights or claims of any other person and Mentor's purchase and resale(or holding in inventory) of the Materials does not infringe upon or violateany United States or foreign intellectual or industrial property right or otherright of any third party and (ii) there are no patents issued by any country,or any other prior art, that invalidate or would invalidate any of the patentscovering the Materials, if any, to SiTech'sknowledge.

6.6                Confidential Information.

(a)                Fromtime to time during the term hereof, the parties may require from each othercertain secret confidential information, including knowledge, information,data, know-how, concepts, ideas, methods, processes, formulae, trade secrets,procedures, techniques and improvements and all other compilation ofinformation (whether or not reduced in writing or in electronic format orwhether or not patentable or copyrightable) which reor may in any way be related to the Materials or to the respective businessesof the parties ("Proprietary Information").  The parties shall keep strictly secret andconfidential and shall not, either during or after termination of theAgreement, without the other party's written consent disclose to any thirdparties or use at any time after termination of this Agreement any ProprietaryInformation of the other party, excepting that either party may disclose suchProprietary Information to its employees for whom such information is necessaryfor performance of their duties.  Theparties shall use their best efforts to compel any parties to whom they provideProprietary Information to keep such information confidential in accordancewith this Section 6.6(a).  The partiesagree not to use the Proprietary Information of the other party commercially orfor any other purpose other than for the purpose contemplated by this Agreement.

(b)                Theobligations undertaken by he parties pursuant to Section 6.6(a) above shall notapply to:

(i)                 Suchinformation that is generally known to the public at the time of disclosure tothe other party (the "Recipient Party") or subsequently becomesgenerally known to the public through no breach of Section 6.6(a) above by thenon-disclosing party;

(ii)               Suchinformation that was in the Recipient Party's possession prior to disclosurehereunder;

(iii)              Suchinformation that was obtained by the Recipient Party in good faith from a thirdparty lawfully possessing and having a right to disclose same;

(iv)             Suchinformation that the Recipient Party is required by court order to disclose,provided that any Recipient Party receiving any subpoena, or governmental,judicial or administrative request for any Proprietary Information of the otherparty shall notify the other party of the request immediately, and shall notdisclose such information absent the other party's consent or a court orderrequiring such disclosure; or

(v)               Suchinformation that the Recipient Party affirmatively demonstrates to the otherparty's reasonable satisfaction, prior to any use or disclosure, that thePropriety  Information was independentlydeveloped by the Recipient Party without the aid, application, reference or usein any way of information received from the other party.

(c)                Withinthirty (30) days following the termination or expiration of this Agreement orthe request of a party hereto, each party shall return all ProprietaryInformation belonging to the other party and copies hereof, and any otherrecords containing such Proprietary Information to the other party, except thateach party may retain copies of such Proprietary Information to the extentnecessary to meet its continuing obligations to supply Material under thisAgreement.

(d)                Mentorand SiTech acknowledge that any breach or violationof the confidentiality provision in Section 6.6(a) above will result inirreparable and continuing damage to the non-breaching party for which theremay be no adequate remedy at law, and Mentor and SiTechagree that in the event of any such breach or violation by either party, thenon-breaching party shall be entitled to both damages and/or injunctive relief.

6.7                Duty to Keep Books and Records.  SiTechhereby covenants and agrees to keep and maintain at all times an accurateaccount of all operations within the scope of this Agreement for a period of atleast seven (7) years after the expiration or termination of this Agreement,including without limitation, all of its books and records of Material sales,device master records, device history records, and master access files.

6.8                Intellectual Property.  All discoveries,improvements, inventions, and trade secrets developed by SiTechin the performance of this Agreement shall be the sole property of SiTech.

6.9                Best Efforts.  Sitech shall useits best efforts to carry on the developments of SiTech'sbusiness in order for SiTech to fulfill itsobligations under this Agreement.

6.10             Warranties.  SiTech warrants toMentor that the Materials shipped hereunder (i) shallconform in all material respects to the specifications set for in Exhibit A,as then in effect, and to all applicable regulatory requirements, includingwithout limitation, applicable GMP regulations, asthen in effect, (ii) shall have a shelf life of at least six (6) months fromthe date of receipt of such Materials by Mentor, and (iii) shall be free fromany defects or change in physical characteristics for a period of six (6)months from the date of receipt of such Materials by Mentor.  SiTech  HAS NOT AUTHORIZEDANYONE TO MAKE ANY REPRESENTATION OR WARRANTY OTHER THAN AS PROVIDEDABOVE.  THE FORGOING LIMITATIONS OFWARRANTIES SHALL NOT IN ANY WAY LIMIT MENTOR'S RIGHTS UNDER SECTION 7 HEREOF.

7.                     INDEMNIFICATION.

7.1                Indemnification by Mentor.  Mentor shallindemnify, defend and hold SiTech and its officers,directors, employees, and agents (collectively, the "SiTechIndemnitees") harmless from and against any andall loss, harm and liability including, without limitation, all costs, damages,settlements, claims, suits and expenses (including reasonable attorneys' fees)made against or sustained by any SiTechIndemnitee (collectively, "SiTechLosses") arising out of or resulting from the death of, or bodily injuryto, any person which is attributed to the use of a Material by Mentor or theincorporation of a Material into any mentor product, except to the extent thatsuch SiTech Losses are caused by the intentionalmisconduct of SiTech or its employees, agents,contractors or representatives.

7.2                Indemnification by SiTech. SiTech shall indemnify, defend and hold Mentorand its Affiliates and their officers, directors, employees and agents(collectively, the "Mentor Indemnitees")harmless from and against all loss, harm and liability including, withoutlimitation, all costs, damages, settlements, claims, suits, and expenses(including reasonable attorneys' fees) made against or sustained by any Mentor Indemnitee arising from (i) thedeath of, or bodily injury to, any person on account of the Materials as aresult of negligence or willful misconduct of SiTechor any affiliate, officer, director, employee or agent of SiTech(ii) any reasonable SiTech-approved out-of-pocketcosts to Mentor and its Affiliates due to the recall of any Processed Materialor (iii) an infringement of any third party patent right, copyright right,trademark right or other intellectual property right or misappropriation of anytrade secret (collectively "Mentor Losses") to the extent such MentorLosses are finally determined by a court of competent jurisdiction or byspecific reference in a settlement of litigation consented to by SiTech pursuant to Section 7.4 to have been caused by (a)willful or intentional failure to deliver such Material in accordance with SiTech's warranties set for in Section 6.10, (b) thenegligence or willful misconduct of SiTech or anyemployee, consultant, agent or subcontractor of SiTechor its Affiliates, or (c) an breach of a material obligation of SiTech under this Agreement (collectively, a "SiTech Claim"), except that SiTechshall have no liability under this Section 7.2 for any Mentor Losses arisingfrom a Mentor Claim.

7.3                Limitations to Indemnity.  The indemnities ofSections 7.1 and 7.2 shall not apply (i) if theindemnified party fails to give the indemnifying party prompt notice of anyclaim it receives and such failure materially prejudices the indemnifyingparty, or (ii) unless the indemnifying party is given the opportunity toapprove any settlement.  Furthermore, theindemnifying party shall not be liable for attorneys' fees or expenses oflitigation of the indemnified party unless the indemnified party gives theindemnifying party the opportunity to assume control of the defense orsettlement.  In no event shall theindemnifying party assume control of the defense of the indemnified partywithout the consent of the indemnified party (which consent shall be given atits sole discretion).

7.4                Settlement.  In no event shall the indemnifying party beentitled to settle any of the above-mentioned claims without the writtenconsent of the indemnified party, which consent shall not be reasonablywithheld.

7.5                Insurance.  SiTech, at its solecost and expense, shall carry and at all times during the Initial Term and anysubsequent period, maintain in full force and effect the following insurancecoverage:

(a)                Workers'Compensation Insurance as required by Texas law;

(b)                Employers'Liability Insurance as required by Texas law;

(c)                GeneralComprehensive Liability Insurance, with contractual liability and propertydamage endorsements in the minimum amount of Two Million Five Hundred ThousandDollars ($2,500,000) each occurrence and in the aggregate.  Such coverage shall also include coverage forbusiness interruption with coverage limits and terms reasonably acceptable toMentor.

(d)                Environmentalimpairment liability insurance for non-sudden and accidental occurrences, ifrequired by applicable law or regulation.

Such insurance policies shall coverany and all Mentor Losses as provided herein for which indemnification isprovided by Section 7.2 above.  SiTech, upon request of Mentor, will supply Mentor withappropriate certificates of insurance evidencing the forgoing insurancecoverage.

8.                     MISCELLANEOUS

8.1                Amendment and Waiver.  Except as otherwise expresslyprovided herein, any provision of this Agreement may be amended and theobservance of any provision of this Agreement may be waived (either generallyor in any particular instance and either retroactively or prospectively) onlywith the written consent of the parties hereto. However, it is the intention of the parties that this Agreement becontrolling over additional or different terms of any purchase order,confirmation, invoice or similar document, even if accepted in writing by bothparties, and that waivers and amendments of any provision of this Agreementshall be effective only if made by non-pre-printed agreements signed by bothparties and clearly understood by both parties to be an amendment orwaiver.  The failure of either party toenforce its rights under this Agreement at any time for any period shall not beconstrued as a waiver of such rights.

8.2                Governing Law and Legal Actions.  This Agreementshall be governed by and construed under the law of the State of California andthe United States without regard to conflicts of laws provisions thereof.  Unless the parties hereto mutually agreeotherwise, the sole jurisdiction and venue for actions related to the subjectmatter hereof shall be the California state and U.S. federal courts havingwithin their jurisdiction the location of Mentor's principal place ofbusiness.  Both parties consent to thejurisdiction of such courts and agree that process may be served in the mannerprovided herein for giving of notices or otherwise allowed by California stateor U.S. federal law.  In any action orproceeding to enforce rights under this Agreement, the prevailing party shallbe entitled to recover costs and attorneys' fees.

8.3                Notice and Reports.  All notices, consents orapprovals required by this Agreement shall be in writing sent by certified airmail, postage prepaid or y facsimile (confirmed by such certified or registeredmail) to the parties at the following addresses or such other addresses as maybe designated in writing by the respective parties:

ToSiTech:         AlchemyEngineering, LLC                        d/b/SiTech, LLC                        Attn: Richard Compton                        P.O. Box 1018                        Carpinteria,CA 93104

ToMentor:        Mentor Corporation                        5425 Hollister Avenue                        Santa Barbara, CA 93111                        Facsimile No,: (805) 681-6006                        Attention: Anthony R. Gette

With a copy to: ChiefLegal Counsel                        MentorCorporation                        5425 Hollister Avenue                        Santa Barbara, CA 93111                        Facsimile No,: (805) 681-6006                        Attention:Douglas H. Altschuler, Esq.

Notices shall be deemed effective onthe date of mailing.  

8.4                Entire Agreement.   This Agreement (and allExhibits hereto), the Option Agreement and the License Agreement (and allExhibits and Schedules thereto) constitute the entire understanding andagreement with respect to the subject matter hereof and supersede all proposals,oral and written, all negotiations, conversations, or discussion between oramong parties relating to the subject matter of this Agreement and all pastdealing or industry custom.

8.5                Severability.  If anyprovision of this Agreement is held to be illegal or unenforceable, thatprovision shall be limited or eliminated to the minimum extent necessary sothat this Agreement shall otherwise remain in full force and effect andenforceable.

8.6                Relationship of Parties.  The parties heretoexpressly understand and agree that the other is an independent contractor inthe performance of each and every part of this Agreement, is solely responsiblefor all of its employees and agents and its labor costs and expenses arising inconnection herewith.  Neither party heretoshall have any express or implied right or authority to assume or create anyobligations on behalf of or in the name of the other party or to bind to anycontract, agreement or undertaking with any third party.  Neither party may use or assign to an Affiliateor any other third party the name, brand, logo, or trademark or any derivativethereof, of the other party without the prior written consent of said otherparty.

8.7                Delegation of Duties.  Neither party may delegate to athird party their respective obligations hereunder without the written consentof the other party.

8.8                Assignment.  This Agreement and the rights hereunder arenot transferable or assignable without the prior written consent of the partieshereto, except for rights to payment and except to a person or entity whoacquires all or substantially all of a party's stock, assets or business towhich this Agreement pertains, whether by sale, merger, acquisition orotherwise.  This Agreement will bind andinure to the benefit of the parties and their respective successors andpermitted assigns.

8.9                Publicity and Press Releases.  Except to theextent necessary under applicable laws or for ordinary marketing purposes, theparties agree that no press releases or other publicity relating to thesubstance of the matters contained herein will be made without approval by bothparties.

8.10             Force Majeure. No liability or loss of rights hereunder shall result to either partyfrom delay or failure in performance caused by an event of force majeure (that is, circumstances beyond the reasonablecontrol of the party affected thereby, including without limitations, acts ofGod, fire, flood, war or government action).  Obligations hereunder, however, shall in noevent be excused for a period of longer than six (6) months.  In the event of  forcemajeure,the party whose performance is affected shall give prompt written notice to theother party stating the period of time the same is expected to continue andwill use its best efforts to mitigate the effect of the event giving rise tothe failure or delay in performance. upon the occurrence of a force majeure whichaffects SiTech's performance hereunder for long thansix (6) months, Mentor shall have the right, but not he obligation, toterminate this Agreement, or to elect to have the affected Materials suppliedby a third party supplier until SiTech is able toresume performance.

8.11             Remedies.  Except as otherwise expressly stated in thisAgreement, the rights and remedies of a party set forth herein with respect tofailure of the other to comply with the terms of this Agreement (including,without limitation, rights of full termination of this Agreement) are notexclusive, the exercise thereof shall not constitute an election of remediesand the aggrieved party shall in all events be entitled to seek whateveradditional remedies may be available in law or in equity.

8.12             Counterparts.  This Agreement may be executed in two or morecounterparts, each of which shall constitute one and the same instrument.

[SIGNATUREPAGE TO FOLLOW]

IN WITNESSWHEREOF, the parties hereto have executed this Agreement to be effective as ofthe date first written above.

           

                                                                                    AlchemyEngineering, LLC,                                                                                    a California limited liability company                                                                                    d/b/aSiTech, LLC

                                                                                                                                                           By:/s/RICHARD A. COMPTON                                                                                     Richard A. Compton

                                                                                   Mentor Corporation                                                                                    a Minnesota corporation                                                                                    By:/s/GARY E. MISTLIN                                                                                    GaryE. Mistlin                                                                                    VPFinance