**EMPLOYMENT****AGREEMENT**

** **This Employment Agreement, dated August 30, 2002, isby and between MENTOR Corporation ("COMPANY"), with its executiveoffices at 201 Mentor Drive, Santa Barbara, California 93111, and CATHY ULLERY("EMPLOYEE") of 2591 Deer Hill Lane, Solvang, California 93463.

**RECITALS**

** **COMPANY is in the business of manufacturing andselling medical devices and related products. EMPLOYEE has experience in thisbusiness and possesses valuable skills and experience, which will be used inadvancing COMPANY's interests. EMPLOYEE is willing tobe engaged by COMPANY and COMPANY is willing to engage EMPLOYEE in an executivecapacity responsible for HUMAN RESOURCES functions of COMPANY, upon the termsand conditions set forth in this Agreement.

**AGREEMENT**

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

1.          SERVICES

1.1       GeneralServices.

1.1.1     Company shall employ EMPLOYEE as Vice President,HUMAN RESOURCES. EMPLOYEE shall perform the duties customarily performed by oneholding such position in a similar business as that engaged in by COMPANY. Tothe extent that they do not reduce the scope of the responsibilities describedabove, EMPLOYEE's duties may change from time to timeon reasonable notice, based on the needs of COMPANY and EMPLOYEE'sskills as determined by COMPANY. These duties shall hereinafter be referred toas "Services." EMPLOYEE shall report directly to the Chairman of theBoard, President and Chief Executive Officer of Mentor Corporation.

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

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

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

1.3       Corporate Authority. Prior to theexecution of this Agreement, EMPLOYEE has received and reviewed COMPANY's Policies and Procedures and COMPANY'semployee Handbook. EMPLOYEE shall comply with COMPANY'sPolicies and Procedures, and practices now in effect or as later amended oradopted by COMPANY, as required of similarly-situated executives of COMPANY.

2.         TERM

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

3.         COMPENSATIONAND BENEFITS

            3.1       Compensation. EMPLOYEE's total compensation consists of base salary,            bonus potential, stock options, andmedical and other benefits generally provided toemployees of COMPANY. Any compensation paid to EMPLOYEE shall be pursuant to COMPANY's policies and practices for exempt employees andshall be subject to all applicable laws and requirements regarding thewithholding of federal, state and/or local taxes. Compensation provided in thisAgreement is full payment for Services and EMPLOYEE shall receive no additionalcompensation for extraordinary services unless otherwise authorized. EMPLOYEE's entire compensation package will be reviewedannually by the Compensation Committee of the Board of Directors, a practicewhich is consistent with COMPANY's ExecutiveCompensation Program.

            3.1.1     Base Compensation. COMPANY agrees topay EMPLOYEE an annualized base salary of ONE HUNDRED FORTY-FIVE THOUSAND DOLLARSAND NO CENTS ($145,000.), less applicable withholdings, payable in equalinstallments no less frequently than semi-monthly.

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

            3.1.3     StockOptions. Based upon satisfactory performance, under the                                                    Plan, COMPANY expects that EMPLOYEEwill qualify for grants of                                         optionsto acquire common stock of COMPANY subject to determination                           by the Board ofDirectors, of an amount which is consistent with                                      COMPANY'sExecutive Compensation Program. Any such grants shall                                      alsobe subject to performance considerations as well as the                                                         determination of the Board of Directors.

3.2       Business Expenses. COMPANY shallreimburse EMPLOYEE for business expenses reasonably incurred in performingServices according to COMPANY's Expense ReimbursementPolicy.

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

3.4       Vacation. Employee shall accruevacation equal to twenty (20) days per year, at the rate of approximately 1.67days per month. The time or times for such vacation shall be selected byEMPLOYEE and approved by the Chairman of the Board, President and ChiefExecutive Officer of COMPANY.

4.         TERMINATION

4.1       CircumstancesOfTermination. This Agreement and theemployment relationship between CONIPANY and EMPLOYEEmay be terminated as follows:

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

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

            4.1.3     DiscontinuanceOfBusiness. If COMPANY discontinuesoperating its                                          business, this Agreement shallterminate as of the last day of the month                                       onwhich COMPANY ceases its entire operations with the same effect as                                     if that lastdate were originally established as termination date of this                                         Agreement.

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

            4.1.5.    ForConvenience OfParty. This Agreement andemployment relationship                                     isterminable by either party, for convenience, with or without cause, at                                            anytime upon thirty (30) days' advance written notice to the other party.

                        

            4.1.6.    ChangeofControl. If employment is terminated within twelve (12)                                                months upon any of the followingevents EMPLOYEE shall be entitled to                                    severancecompensation pursuant to Section 4.2.6 (I) and (ii) and (iii):

                                    (I)        the sale, lease or other disposition ofall or substantially all of                                                Company's assets to a single purchaser orgroup of related

             purchasers;

                             (ii)        the sale, leaseor other disposition, in one transaction or a series                                       of related transactions of themajority of COMPANY's                                                           outstandingcapital stock; or, 

                 (iii)        the merger or consolidation of COMPANY into or with another                          corporation in whichthe stockholders of COMPANY shall own                                     lessthan fifty (50 %) percent of the voting securities of the                                survivingcorporation (all of which events shall be referred to as                                aChange in Control).

4.2        EMPLOYEE'sRights Upon Termination

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

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

4.2.3     DiscontinuanceOfBusiness. Upon termination of thisAgreement because of discontinuation of COMPANY'sbusiness pursuant to Section 4.1.3, COMPANY shall have no further obligation toEMPLOYEE under the Agreement except to distribute to EMPLOYEE any unpaidcompensation and reimbursable expenses, less applicable withholdings, owed toEMPLOYEE prior to the date of termination of this Agreement.

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

(I)        Anycompensation and reimbursable expenses owed to EMPLOYEE by COMPANY through the termination date, lessapplicable withholdings;   and

(ii)        Severance compensation as provided forin COMPANY's Severance      Policy, if any, less applicable withholdings.

     4.2.5     TerminationWithoutCause. Upon termination of EMPLOYEE'semployment by              COMPANY withoutcause pursuant to Section 4.1.5, COMPANY shall have no                          further obligation to EMPLOYEE under thisAgreement except to distribute to                            EMPLOYEE:

(I)       Any compensationand reimbursable expenses owed by COMPANY to EMPLOYEE through the terminationdate, less applicable withholdings;

(ii)       Severance compensation totaling three-(3) month's base pay, plus one (1) month base pay for each full year ofservice, determined at EMPLOYEE's then-current rateof base pay. In consideration for this severance compensation, EMPLOYEE, onbehalf of himself, his agents, heirs, executors, administrators, and assigns,expressly releases and forever discharges COMPANY and its successors andassigns, and all of its respective agents, directors, officers, partners,employees, representatives, insurers, attorneys, parent companies,subsidiaries, affiliates, and joint ventures, and each of them, from any andall claims based upon acts or events that occurred on or before the date onwhich EMPLOYEE accepts the severance compensation, including any claim arisingunder any state or federal statute or common law, including, but not limitedto, Title VII of the Civil Rights Act of 1964, 42 U.S.C."2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. 12101, et seq., the Age Discrimination in EmploymentAct, 29 U.S.C. "623, et. seq., the WorkerAdjustment and Retraining Notification Act, 29 U.S.C."2101, et. seq., and the California FairEmployment and Housing Act, Cal. Gov't Code" 12940et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the CaliforniaCivil Code, which reads as follows:

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

           EMPLOYEEexpressly acknowledges and agrees that he is releasing all known and unknownclaims, and that he is waiving all rights he has or may have under Civil CodeSection 1542 or under any other statute or common law principle of similareffect. EMPLOYEE acknowledges that the benefits he is receiving in exchange forthis Release are more than the benefits to which he otherwise would have beenentitled, and that such benefits constitute valid and adequate considerationfor this Release. EMPLOYEE further acknowledges that he has read this Release,understands all of its terms, and has consulted with counsel of his choosingbefore signing this Agreement.

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

4.2.6    TerminationDue to Change OfControl. If employment isterminated within                                  twelve(12) months upon any of the events delineated in Section 4.1.6 of this                          Agreement ("Changeof Control"), COMPANY shall have no further obligation to                EMPLOYEE under this Agreementexcept to distribute to EMPLOYEE:

(I)       Any compensationand reimbursable expenses owed by COMPANY to   EMPLOYEEthrough the termination date, less applicable withholdings;

(ii)       A pro-rated share of the cash incentivebonus that would be due to          EMPLOYEEif EMPLOYEE had remained employed with COMPANY            throughthe last day of the fiscal year for which the cash incentive bonus             is calculated, less applicablewithholdings; and

(iii)      Severance compensation totaling twelve(12) months base pay, plus one   (1) monthbase pay for each full year of service, determined at         EMPLOYEE's then-current rate ofbase pay. In consideration for this            severancecompensation, EMPLOYEE, on behalf of himself, his agents,   heirs, executors, administrators, and assigns,expressly releases and         foreverdischarges COMPANY and its successors and assigns, and all of   its respective agents, directors, officers,partners, employees,       representatives,insurers, attorneys, parent companies, subsidiaries,         affiliates, and joint ventures, and each of them, from anyand all claims         based upon acts orevents that occurred on or before the date on which            EMPLOYEE accepts the severance compensation, including anyclaim    arising under any state orfederal statute or common law, including, but     notlimited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C.           "2000e, etseq., the Americans with Disabilities Act, 42 U.S.C."12101, etseq., the Age Discrimination inEmployment Act, 29 U.S.C. 623, etseq.,        

           the Worker Adjustment and RetrainingNotification Act, 29 U.S.C. 2101, etseq., and the California FairEmployment and Housing Act, Cal. Gov't  Code"12940, etseq. EMPLOYEEacknowledges that he is familiar with    section1542 of the California Civil Code, which reads as follows:

           A GENERAL RELEASE DOES NOT EXTEND TO CLAIMSWHICH            THE CREDITOR DOES NOTKNOW OR SUSPECT TO EXIST IN      HIS FAVORAT THE TIME OF EXECUTING THE RELEASE,         WHICHIF KNOWN BY HIM MUST HAVE MATERIALLY             AFFECTEDHIS SETTLEMENT WITH THE DEBTOR.

           EMPLOYEE expressly acknowledges andagrees that he is releasing all known andunknown claims, and that he is waiving all rights he has or           may have under Civil Code Section 1542or under any other statute or         commonlaw principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange forthis Release are more than the            benefitsto which he otherwise would have been entitled, and that such       benefits constitute valid and adequateconsideration for this Release.            EMPLOYEEfurther acknowledges that he has read this Release,           understands all of its terms, and has consulted withcounsel of his    choosing before signingthis Agreement.

           Severance compensation pursuant tothis paragraph shall be in lieu of any             otherseverance benefit to which EMPLOYEE would otherwise be         entitled under COMPANY's policiesin effect on the date of execution of     thisAgreement. Severance compensation shall be paid upon termination   of EMPLOYEE'semployment and in one lump sum payment at the date     of termination, less applicable withholdings.

5.         REPRESENTATIONSAND WARRANTIES

5.1        Representations ofEMPLOYEE.EMPLOYEE represents and warrants that EMPLOYEE has all right, power, authorityand capacity, and is free to enter into this Agreement; that by doing so,EMPLOYEE will not violate or interfere with the rights of any other person orentity; and that EMPLOYEE is not subject to any contract, understanding orobligation that will or might prevent, interfere with or impair the performanceof this Agreement by EMPLOYEE. EMPLOYEE shall indemnify and hold COMPANYharmless with respect to any losses, liabilities, demands, claims, fees,expenses, damages and costs (including    attorneys'fees and court costs) resulting from or arising out of any claim or actionbased upon EMPLOYEE's entering into this Agreement.

5.2        RepresentationsofCOMPANY. COMPANY represents and warrants that it has all right,power and authority, without the consent of any other person, to execute anddeliver, and perform its obligations under, this Agreement.  All corporate and other actions required to betaken by COMPANY to authorize the execution, deliveryand performance of this Agreement and the consummation of all transactionscontemplated hereby have been duly and properly taken. This       Agreement is the lawful, valid and legallybinding obligation of COMPANY enforceable in accordance with its terms.

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

6.          COVENANTS

6.1        Nondisclosureand Invention Assignment. EMPLOYEE acknowledges that, as a result ofperforming the Services, EMPLOYEE shall have access to confidential andsensitive information concerning COMPANY's businessincluding, but not limited to, their business operations, sales and marketingdata, and manufacturing processes. EMPLOYEE also acknowledges that in thecourse of performing the Services, EMPLOYEE may develop new product ideas orinventions as a result of COMPANY's information.Accordingly, to preserve COMPANY's confidentialinformation and to assure it the full benefit of that information, EMPLOYEEshall, as a condition of employment with COMPANY, execute COMPANY'sstandard form of Employee Confidentiality Agreement attached hereto as ExhibitA, and execute updated versions of the Employee Confidentiality Agreement as itmay be modified from time to time by COMPANY and as may be required ofsimilarly-situated executives of COMPANY. The Employee ConfidentialityAgreement is incorporated herein by this reference. EMPLOYEE'sobligations under the Employee Confidentiality Agreement continue beyond thetermination of this Agreement.

6.2       Covenant Not toCompete. In addition to the provisions of the Employee ConfidentialityAgreement, EMPLOYEE shall abide by the following covenant not to compete ifCOMPANY, at its option upon the termination of this Agreement (regardless ofthe reason for the termination), exercises this Covenant Not to Compete. COMPANYshall notify EMPLOYEE within ten (10) days of termination of this Agreement ofits intention to exercise this option and make an additional payment toEMPLOYEE of six (6) months' base pay determined at EMPLOYEE'slast rate of pay with COMPANY. EMPLOYEE agrees that for a period of one (1)year following the termination of this Agreement, he shall not directly orindirectly for EMPLOYEE, or as a member of a partnership, or as an officer,director, stockholder, employee, or representative of any other entity orindividual, engage, directly or indirectly, in any business activity which isthe same or similar to work engaged in by EMPLOYEE on behalf of COMPANY withinthe same geographic territory as EMPLOYEE's work forCOMPANY and which is directly competitive withthe business conducted or to EMPLOYEE's knowledge,contemplated by COMPANY at the time of termination of this Agreement, asdefined in the Employee Confidentiality Agreement incorporated into thisAgreement by reference. EMPLOYEE may accept employment with an entity competingwith COMPANY only if the business of that entity is diversified and EMPLOYEE isemployed solely with respect to a separately-managed and separately-operatedpart of that entity's business that does not compete with CONIPANY.Prior to accepting such employment, EMPLOYEE and the prospective employerentity shall provide COMPANY with written assurances reasonably satisfactory toCOMPANY that EMPLOYEE will not render services directly or indirectly to anypart of that entity's business that competes with the business of COMPANY.

6.3      Covenant to Deliver Records. Allmemoranda, notes, records and other documents made or compiled by EMPLOYEE, ormade available to EMPLOYEE during the term of this Agreement concerning thebusiness of COMPANY, shall be and remain COMPANY'sproperty and shall be delivered to COMPANY upon the termination of thisAgreement or at any other time on request.

6.4      Covenant Not To Recruit. EMPLOYEEshall not, during the term of this Agreement and for a period of one (1) yearfollowing termination of this Agreement, directly or indirectly, either on EMPLOYEE's own behalf~ or on behalf of any other individualor entity, solicit, interfere with, induce (or attempt to induce) or endeavorto entice away any employee associated with COMPANY to become affiliated withhim or any other individual or entity.

7.         CERTAINRIGHTS OF COMPANY

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

7.2       Use ofName, Likeness and Biography. COMPANY shallhave the right (but not the obligation) to use, publish and broadcast, and toauthorize others to do so, the name, approved likeness and approvedbiographical material of EMPLOYEE to advertise, publicize and promote thebusiness of COMPANY and its affiliates, but not for the purposes of directendorsement without EMPLOYEE's consent. An "approved likeness" and "approved biographicalmaterial" shall be, respectively, any photograph or other depiction ofEMPLOYEE, or any biographical information or life story concerning theprofessional career of EMPLOYEE.

7.3       Rightto Insure. COMPANY shall have the right to secure in its own name, orotherwise, and at its own expense, life, health, accident or other insurancecovering EMPLOYEE, and EMPLOYEE shall have no right, title or interest in andto such insurance. ENIPLOYEE shall assist COMPANY inprocuring such insurance by submitting to examinations and by signing suchapplications and other instruments as may berequired by the insurance carriers to which application is made for any suchinsurance.

8.         ASSIGNMENT

Neither party may assign or otherwise dispose of itsfights or obligations under thisAgreement without the prior written consent of the other party except asprovided in this Section. COMPANY may assign and transfer this Agreement, orits interest in this Agreement, to any affiliate of COMPANY or to any entitythat is a party to a merger, reorganization, or consolidation with COMPANY, orto a subsidiary of COMPANY, or to any entity that acquires substantially all ofthe assets of COMPANY or of any division with respect to which EMPLOYEE isproviding services (providing such assignee assumes COMPANY'sobligations under this Agreement). EMPLOYEE shall, if requested by COMPANY,perform EMPLOYEE's duties and Services, as specifiedin this Agreement, for the benefit of any subsidiary or other affiliate ofCOMPANY. Upon assignment, acquisition, merger, consolidation or reorganization,the term "COMPANY" as used herein shall be deemed to refer to suchassignee or successor entity. EMPLOYEE shall not have the right to assign EMPLOYEE's interest in this Agreement, any rights underthis Agreement, or any duties imposed under this Agreement, nor shall EMPLOYEEor his spouse, heirs, beneficiaries, executors or administrators have the rightto pledge, hypothecate or otherwise encumber EMPLOYEE'sright to receive compensation hereunder without the express written consent ofCOMPANY.

9.         RESOLUTION OF DISPUTES

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

10.        GENERAL PROVISIONS

            10.1      Notices. Notice under thisAgreement shall be sufficient only if personally delivered by a majorcommercial paid delivery courier service or mailed by certified or registeredmail (return receipt requested and postage pre-paid) to the other party at itsaddress set forth in the signature block below or to such other address as maybe designated by either party in writing. If not received sooner, notices bymail shall be deemed received five (5) days after deposit in the United Statesmail.

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

10.3      AmendmentandWaiver. Any provision of this Agreement may be amended ormodified and the observance of any provision may be waived (eitherretroactively or prospectively) only by written consent of the parties. Eitherparty's *failure*to enforce any provision of this Agreement shall not beconstrued as a waiver of that party's right to enforce such provision.

10.4      GoverningLaw. This Agreement and the performance hereunder shall be interpretedunder the substantive laws of the State of California.

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

10.6      Remedies.EMPLOYEE acknowledges that because of the nature of COMPANY'sbusiness, and the fact that the services to be performed by EMPLOYEE pursuantto this Agreement are of a special, unique, unusual, extraordinary, andintellectual character which give them a peculiar value, a breach of thisAgreement shall cause substantial injury to COMPANY for which money damagescannot reasonably be ascertained and for which money damages would beinadequate. EMPLOYEE therefore agrees that COMPANY shall have the right to obtaininjunctive relief, including the right to have the provisions of this Agreementspecifically enforced by any court having equity jurisdiction, in addition toany other remedies that COMPANY may have.

10.7      Severability. If any term, provision, covenant,paragraph, or condition of this Agreement is held to be invalid, illegal, orunenforceable by any court of competent jurisdiction, that provision shall belimited or eliminated to the minimum extent necessary so this Agreement shallotherwise remain enforceable in full force and effect.

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

10.9      CounterpartCopies. This Agreement may be signed in counterpart copies,

each of which shall represent an original document, andall of which shall constitute

a single document.

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

10.11    Entire Agreement. With respect to itssubject matter, namely, the employment by COMPANY of EMPLOYEE, this Agreement(including the documents expressly incorporated therein, such as the EmployeeConfidentiality Agreement), contains the entire understanding between theparties, and supersedes any prior agreements, understandings, andcommunications between the parties, whether oral, written, implied orotherwise, including, but not limited to, the original offer of employmentletter.

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

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

/S/CATHY ULLERY                           /S/CHRISTOPHER J. CONWAY

NOTICE ADDRESS:                            NOTICEADDRESS:

2591 Deer Hill Lane                              201Mentor Drive                      

Solvang, California 93463                       SantaBarbara, California 93111