**FOURTH AMENDMENTTO AMENDED ANDRESTATED CREDIT AGREEMENT**

            THISFOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the "Amendment") ismade and dated as of the 25th day of March, 2003 by and between BANK OF THEWEST ("Lender") and MENTOR CORPORATION (the "Borrower") and amends that certainAmended and Restated Credit Agreement dated as of October 25, 2000 (as amendedby a First Amendment dated as of February 2, 2001, a Second Amendment dated asof February 14, 2001, a Third Amendment dated as of December 14, 2001 and asfurther amended, modified or waived from time to time, the "Agreement") betweenLender and the Borrower.

# RECITALS

                        A.        The Borrower has asked the Lender toextend the Loan Maturity Date (as such term and all other capitalized termsused in but not otherwise defined in this Amendment are defined in theAgreement).

                        B.         Lender has agreed to do so on the termsand conditions contained in this Amendment.

                        NOW,THEREFORE, in consideration of the above Recitals and for other good and valuableconsideration, the receipt and adequacy of which are hereby acknowledged, theparties hereby agree that, upon the satisfaction of the conditions contained inParagraph 2 below, the Agreement shall be amended as set forth below:

# AGREEMENT

1.         Amendment.  The definitions of "Loan Maturity Date" in Paragraph1 of the Agreement is amended to read as follows:

Loan Maturity Dateshall mean the earlier of:  (a) September15, 2004, as such date may be extended from time to time in writing by theBorrower and Lender, (b) the date Lender terminates its obligations to makefurther Loans pursuant to Paragraph 8 below; or the date the CreditLimit is reduced to $0.00."

2.         Conditions to Effectiveness of Amendment.  As conditions precedent to the effectivenessof this Amendment, (1) the Borrower and Lender shall have duly executed anddelivered this Amendment and (2) Lender shall have received such otheradditional documentation as it may request in connection herewith.

3.         Representations and Warranties of theBorrower.  As an inducement to Lenderto enter into this Amendment, the Borrower represents and warrants to Lenderthat:

3(a)      NoChange.  Since the date of thefinancial statements most recently delivered to Lender pursuant to theAgreement, there has been no material adverse change in the business,operations, assets or financial or other condition of the Borrower or theBorrower and the Guarantors taken as a whole or the Borrower and itsconsolidated Subsidiaries taken as a whole. Since such date, the Borrower has not entered into, incurred or assumedany long-term debt, mortgages, material leases or material oral or writtencommitments not disclosed to Lender prior to the date of this Amendment.  

3(b)      CorporateExistence; Compliance with Law.  TheBorrower and each Guarantor (1) is duly organized, validly existing and ingood standing as a corporation under the laws of the state of its incorporationand is qualified to do business in each jurisdiction where its ownership ofproperty or conduct of business requires such qualification and where failureto qualify would have a material adverse effect on it or its property and/orbusiness or on the ability of the Borrower to pay or perform the Obligations,(2) has the corporate power and authority and the legal right to own andoperate its property and to conduct business in the manner in which it does andproposes so to do, and (3) is in compliance in all material respects withall Requirements Of Law and Contractual Obligations.  

3(c)      CorporatePower; Authorization; Enforceable Obligations.  The Borrower and each Guarantor has thecorporate power and authority and the legal right to execute, deliver andperform this Amendment, as amended hereby, to which it is a party and has takenall necessary corporate action to authorize the execution, delivery andperformance of this Amendment and the Loan Documents.  This Amendment has been duly executed anddelivered on behalf of the Borrower and each Guarantor and constitutes legal,valid and binding obligations of the Borrower and each Guarantor enforceableagainst the Borrower and each Guarantor in accordance with its terms, subjectto the effect of applicable bankruptcy and other similar laws affecting therights of creditors generally and the effect of equitable principles whetherapplied in an action at law or a suit in equity.  

3(d)      NoLegal Bar.  The execution, deliveryand performance of this Amendment will not violate any Requirement Of Law orany Contractual Obligations of the Borrower or create or result in the creationof any Lien on any assets of the Borrower or any Guarantor.  

4.  Miscellaneous Provisions.  

4(a)      EntireAgreement.  This Amendment and thedocuments and agreements referred to herein embody the entire agreement andunderstanding between the parties hereto and supersede all prior agreements andunderstandings relating to the subject matter hereof and thereof.  

4(b)      Survival.  All representations, warranties, covenantsand agreements herein contained on the part of the Borrower shall survive thetermination of this Amendment and the Agreement and shall be effective untilthe Obligations are paid and performed in full or longer as expressly providedherein.  

4(c)      GoverningLaw.  This Amendment shall begoverned by and construed in accordance with the laws of the State ofCalifornia, without giving effect to choice of law rules.  

4(d)      Counterparts.  This Amendment may be executed in any numberof counterparts, all of which together shall constitute one agreement.  

4(e)      Expenses.  In accordance with Paragraph 6(g) of theAgreement, the Borrower agrees to pay to Lender, on demand, all reasonableout-of-pocket expenses (including fees and disbursements of counsel, includingreasonable allocated cost of inside counsel) of Lender incident to the preparation,negotiation, and closing of this Amendment.

IN WITNESS WHEREOF, the parties hereto havecaused this Agreement to be executed this __ day of March, 2003 but to beeffective as of the date and year first above written.  

 

MENTOR CORPORATION, aMinnesota corporation,as theBorrower

By:  /s/CHRISTOPHER J. CONWAY       Christopher J. Conway, Chairman andChief Executive Officer

By: /s/ADEL MICHAEL     Adel Michael, Chief FinancialOfficer

MENTOR CORPORATION5425 HollisterSanta Barbara, CA   93111

 

BANK OF THEWEST, as Lender

By:/s/DAVID G. KRONENDavid G. Kronen, Regional Vice President

Bank ofthe West1036 State StreetSanta Barbara, CA  93101