**EMPLOYMENT AGREEMENT**

This Employment Agreement, dated August 30, 2002, is by and betweenMENTOR Corporation ("COMPANY"), with its executive offices at 201Mentor Drive, Santa Barbara, California 93111, and MAHER MICHAEL("EMPLOYEE") of 310 Beech Court, Buellton, California 93427.

**RECITALS**

COMPANY is in the business of manufacturing and sellingmedical devices and related products. EMPLOYEE has experience in this businessand possesses valuable skills and experience, which will be used in advancing COMPANY's interests. EMPLOYEE is willing to be engaged byCOMPANY and COMPANY is willing to engage EMPLOYEE in an executive capacityresponsible for designated CLINICAL PROGRAM FUNCTIONS and MEDICAL EDUCATIONPROGRAMS, of COMPANY, upon the terms and conditions set forth in thisAgreement.

**AGREEMENT**

EMPLOYEE and COMPANY, intending to be legally bound, agree as follows:

1.         SERVICES

1.1       GeneralServices.

1.1.1    Company shall employ EMPLOYEE as VICE PRESIDENT, AND MEDICALDIRECTOR. 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 to time serve COMPANYas a director or shall serve in any other office during the term of thisAgreement; 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. Thisshall not be construed as preventing EMPLOYEE from investing his assets in aform or manner that does not require any services on the part of EMPLOYEE inthe operation or affairs of the entities in which such investments are made, orfrom engaging in such civic, charitable, religious, or political activitiesthat do not interfere with the performance of EMPLOYEE'sduties hereunder.

1.2       BestAbilities.  EMPLOYEE shall serve COMPANYfaithfully and to the best of EMPLOYEE's ability.EMPLOYEE shall use EMPLOYEE's best abilities toperform the Services. Employee shall act at all times according to whatEMPLOYEE reasonably believes is in the best interests of COMPANY.

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

2.         TERM

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

3.         COMPENSATIONAND BENEFITS

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

3.1.1    Base Compensation. COMPANY agrees to pay EMPLOYEE an annualizedbase salary of ONE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS and No Cents($175,000.00), less applicable withholdings, payable in equal installments noless frequently than semi-monthly.

3.1.2     Cash Incentive Bonus. EMPLOYEE shall be eligible for a cashincentive bonus of up to Forty Percent of EMPLOYEE'S annual base salary,subject to applicable withholdings and subject to approval by COMPANY's Compensation Committee and Board of Directors.Any cash incentive bonus shall accrue and become payable to EMPLOYEE only ifEMPLOYEE is employed with COMPANY on the last day of the fiscal year for whichthe cash incentive bonus is calculated.

3.1.3    Stock Options. Based upon satisfactory performance, under thePlan, COMPANY expects that EMPLOYEE will qualify for grants of options toacquire 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 also be subject toperformance considerations as well as the determination of the Board ofDirectors.

3.2       BusinessExpenses. COMPANY shall reimburse EMPLOYEE for business expenses reasonablyincurred in performing Services according to COMPANY'sExpense Reimbursement Policy.

3.3       AdditionalBenefits. COMPANY shall provide EMPLOYEE those additional benefits normallygranted by COMPANY to its employees subject to eligibility requirementsapplicable to each benefit. COMPANY has no obligation to provide any otherbenefits unless provided for in this Agreement. Currently COMPANY providesmajor medical, dental, life, salary continuation, long term disability benefitsand eligibility to participate in COMPANY's 401(k)plan.

3.4       Vacation.Employee shall accrue vacation equal to twenty (20) days per year, at the rateof approximately 1.67 days per month. The time or times for such vacation shallbe selected by EMPLOYEE and approved by the Chairman of the Board, Presidentand Chief Executive Officer of COMPANY.

4.         TERMINATION

4.1       CircumstancesOf Termination. This Agreement and the employmentrelationship between COMPANY and EMPLOYEE may be terminated as follows:

4.1.1    Death. This Agreement shall terminate upon EMPLOYEE'sdeath, 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 byCOMPANY, of performing the Services because of accident, injury, or physical ormental illness for sixty (60) consecutive days, or is unable or shall havefailed to perform the Services for a total period of ninety (90) within atwelve (12) month period, regardless of whether such days are consecutive. IfCOMPANY suspends compensation payments because of EMPLOYEE'sDisability, COMPANY shall resume compensation           paymentswhen EMPLOYEE resumes performance      ofthe Services. If COMPANY elects to terminate this Agreement due to EMPLOYEE's Disability, it must first give EMPLOYEE three(3) days advance written notice.

4.1.3    Discontinuance Of Business. If COMPANYdiscontinues operating its business, this Agreement shall terminate as of the lastday of the month on which COMPANY ceases its entire operations with the sameeffect as if that last date were originally established as termination date ofthis Agreement.

4.1.4    For Cause. COMPANY may terminate thisAgreement without advance notice for Cause. For the purpose of this Agreement,"Cause" shall mean any failure to comply in any material respect withthis Agreement or any Agreement incorporated herein; personal or professionalmisconduct by EMPLOYEE (including, but not limited to, criminal activity orgross or willful neglect of duty); breach of EMPLOYEE'sfiduciary duty to the COMPANY; conduct which threatens public health or safety,or threatens to do immediate or substantial harm to COMPANY'sbusiness or reputation; or any other misconduct, deficiency, failure ofperformance, breach or default, reasonably capable of being remedied orcorrected by EMPLOYEE. To the extent that a breach pursuant to this Section4.1.4 is curable by EMPLOYEE without harm to COMPANY and/or it's reputation, COMPANYshall, instead of immediately terminating EMPLOYEE pursuant to this Agreement,provide EMPLOYEE with notice of such breach, specifying the actions required tocure such breach, and EMPLOYEE shall have ten (10) days to cure such breach byperforming the actions so specified. If EMPLOYEE fails to cure such breachwithin the ten (10) day period, COMPANY may terminate this Agreement withoutfurther notice. COMPANY's exercise of its right toterminate under this section shall be without prejudice to any other remedy towhich COMPANY may be entitled at law, in equity, or under this Agreement.

4.1.5    For Convenience Of Party. This Agreementand employment relationship is terminable by either party, for convenience,with or without cause, at any time upon thirty (30) days' advance writtennotice to the other party.

4.1.6    Change of Control. If employment is terminated within twelve (12)months upon any of the following events EMPLOYEE shall be entitled to severancecompensation pursuant to Section 4.2.6 (i) and (ii)and (iii):  

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

(ii)        the sale, leaseor other disposition, in one transaction or a series of related transactions ofthe majority of COMPANY's outstanding capital stock;or,

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

4.2       EMPLOYEE's Rights Upon Termination

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

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

4.2.3    Discontinuance Of Business. Upontermination of this Agreement 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 to EMPLOYEEprior to the date of termination of this Agreement.

4.2.4    Termination With Cause. Upon terminationof EMPLOYEE's employment for Cause pursuant toSection 4.1.4, COMPANY shall have no further obligation to EMPLOYEE under thisAgreement except to distribute to EMPLOYEE:

(i)         Anycompensation and reimbursable expenses owed to EMPLOYEE by COMPANY through thetermination date, less applicable withholdings; and

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

4.2.5    Termination Without Cause. Upontermination of EMPLOYEE's employment by COMPANYwithout cause pursuant to Section 4.1.5, COMPANY shall have no furtherobligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE:

(i)         Anycompensation and reimbursable expenses owed by COMPANY to EMPLOYEE through thetermination date, 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, Tide 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 inEmployment Act, 29 U.S.C. "623, et. seq., the Worker Adjustment and Retraining Notification Act, 29U.S.C. "2101, et. seq.,and the California Fair Employment and Housing Act, Cal. Gov'tCode" 12940 et seq. EMPLOYEE acknowledges that he is familiar with section1542 of the California Civil Code, which reads as follows:

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

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

Severance compensation pursuant tothis paragraph shall be in lieu of any other severance benefit to whichEMPLOYEE would otherwise be entitled under COMPANY'spolicies in 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    Termination Due to Change Of Control. Ifemployment is terminated within twelve (12) months upon any of the eventsdelineated in Section 4.1.6 of this Agreement ("Change of Control"),COMPANY shall have no further obligation to EMPLOYEE under this Agreementexcept to distribute to EMPLOYEE:

i..         Anycompensation and reimbursable expenses owed by COMPANY to EMPLOYEE through thetermination date, less applicable withholdings;

ii.          A pro-rated share of the cash incentive bonus that would bedue to EMPLOYEE if EMPLOYEE had remained employed with COMPANY through the lastday of the fiscal year for which the cash incentive bonus is calculated, lessapplicable withholdings; and

iii.         Severance compensation totaling twelve (12) months base pay,plus one (1) month base pay for each full year of service, determined at EMPLOYEE's then-current rate of base pay. In considerationfor this severance compensation, 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 respectiveagents, directors, officers, partners,employees,representatives, insurers, attorneys, parent companies, subsidiaries,affiliates, and joint ventures, and each of them, from any and all claims basedupon acts or events that occurred on or before the date on which EMPLOYEEaccepts the severance compensation, including any claim arising under any stateor federal statute or common law, including, but not limited to, Title VII ofthe Civil Rights Act of 1964, 42 U.S.C. "2000eet ~ the Amencans with Disabilities Act, 42U.S.C."12101, et seq., the Age Discrimination inEmployment Act, 29 U.S.C." 623 et seq.,the Worker Adjustment and Rerraimng Notification Act,29 U.S.C. "2101, ~ seq., and the California FairEmployment and Housing Act, Cal. Gov't Code"12940, ~ seq. EMPLOYEE acknowledges that he is familiar with section 1542of the California Civil Code, which reads as follows:

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

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

Severance compensation pursuant tothis paragraph shall be in lieu of any other severance benefit to whichEMPLOYEE would otherwise be entitled under COMPANY'spolicies in effect on the date of execution of this Agreement. Severancecompensation shall be paid upon termination of EMPLOYEE'semployment and in one lump sum payment at the date of termination, lessapplicable withholdings.

5.         REPRESENTATIONSAND WARRANTIES

5.1       Representationsof EMPLOYEE. EMPLOYEE represents and warrants that EMPLOYEE has all right,power, authority and capacity, and is free to enter into this Agreement; thatby doing so, EMPLOYEE will not violate or interfere with the rights of anyother person or entity; and that EMPLOYEE is not subject to any contract,understanding or obligation that will or might prevent, interfere with orimpair the performance of this Agreement by EMPLOYEE. EMPLOYEE shall indemnifyand hold COMPANY harmless with respect to any losses, liabilities, demands,claims, fees, expenses, damages and costs (including attorneys' fees and courtcosts) resulting from or arising out of any claim or action based upon EMPLOYEE's entering into this Agreement.

5.2       Representationsof COMPANY. COMPANY represents and warrants that it has all right, power andauthority, without the consent of any other person, to execute and deliver, andperform its obligations under, this Agreement. All corporate and other actionsrequired to be taken by COMPANY to authorize the execution,delivery and performance of this Agreement and the consummation of alltransactions contemplated hereby have been duly and properly taken. ThisAgreement is the lawful, valid and legally binding obligation of COMPANYenforceable in accordance with its terms.

5.3       Materialityof Representations. The representations, warranties and covenants set forth inthis Agreement shall be deemed to be material and to have been relied upon bythe parties hereto.

6.         COVENANTS

6.1       Nondisclosureand Invention Assignment. EMPLOYEE acknowledges that, as a result of performingthe Services, EMPLOYEE shall have access to confidential and sensitiveinformation concerning COMPANY's business including,but not limited to, their business operations, sales and marketing data, andmanufacturing processes. EMPLOYEE also acknowledges that in the course ofperforming the Services, EMPLOYEE may develop new product ideas or inventionsas a result of COMPANY's information. Accordingly, topreserve COMPANY's confidential information and toassure it the full benefit of that information, EMPLOYEE shall, as a conditionof 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       CovenantNot to Compete. 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.COMPANY shall notify EMPLOYEE within ten (10) days of termination of thisAgreement of its intention to exercise this option and make an additionalpayment to EMPLOYEE of six (6) months' base pay determined at EMPLOYEE's last rate of pay with COMPANY EMPLOYEE agreesthat for a period of one (1) year following the termination of this Agreement,he shall not directly or indirectly for EMPLOYEE, or as a member of apartnership, or as an officer, director, stockholder, employee, orrepresentative of any other entity or individual, engage, directly orindirectly, in any business activity which is the same or similar to workengaged in by EMPLOYEE on behalf of COMPANY within the same geographicterritory as EMPLOYEE's work for COMPANY and which isdirectly competitive with the business conducted or to EMPLOYEE'sknowledge, contemplated by COMPANY at the time of termination of thisAgreement, as defined in the Employee Confidentiality Agreement incorporatedinto this Agreement by reference. EMPLOYEE may accept employment with an entitycompeting with COMPANY only if the business of that entity is diversified andEMPLOYEE is employed solely with respect to a separately-managed andseparately-operated part of that entity's business that does not compete withCOMPANY. 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       Covenantto Deliver Records. All memoranda, notes, records and other documents made orcompiled by EMPLOYEE, or made available to EMPLOYEE during the term of thisAgreement concerning the business of COMPANY, shall be and remainCOMPANY's property and shall be delivered toCOMPANY upon the termination of this Agreement or at any other time on request.

6.4       CovenantNot To Recruit. EMPLOYEE shall not, during the term of this Agreement and for aperiod of one (1) year following termination of this Agreement, directly orindirectly, either on EMPLOYEE's own behalf, or onbehalf of any other individual or entity, solicit, interfere with, induce (orattempt to induce) or endeavor to entice away any employee associated withCOMPANY to become affiliated with him 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       Useof Name. Likeness and Biography. COMPANY shall havethe 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 toadvertise,publicize and promote the business of COMPANY and its affiliates, but not forthe purposes of direct endorsement without EMPLOYEE'sconsent. 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. EMPLOYEE shall assist COMPANY in procuring such insurance bysubmitting to examinations and by signing such applications and otherinstruments as may be required by the insurance carriers to which application ismade for any such insurance.

8.         ASSIGNMENT

Neither party mayassign or otherwise dispose of its rights 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 wnttenconsent of COMPANY.

9.         RESOLUTIONOF DISPUTES

In the event of any dispute arisingout of or in connection with this Agreement or in any way relating to theemployment of EMPLOYEE which leads to the filing of a lawsuit, the partiesagree that venue and jurisdiction shall be in Santa Barbara County, California.The prevailing party in any such litigation shall be entitled to an award ofcosts and reasonable attorneys' fees to be paid by the losing party.

10.       GENERALPROVISIONS

10.1     Notices. Notice under this Agreement shall be sufficient only ifpersonally delivered by a major commercial paid delivery courier service ormailed by certified or registered mail (return receipt requested and postagepre-paid) to the other party at its address set forth in the signature blockbelow or to such other address as may be designated by either party in writing.If not received sooner, notices by mail shall be deemed received five (5) daysafter deposit in the United States mail.

10.2     Agreement Controls. Unless otherwise provided for in thisAgreement, the COMPANY's policies, procedures andpractices shall govern the relationship between EMPLOYEE andCOMPANY. If, however, any of COMPANY'spolicies, procedures and/or practices conflict with this Agreement (togetherwith any amendments hereto), this Agreement (and any amendments hereto) shallcontrol.

10.3     Amendment and Waiver. Any provision of this Agreement may beamended or modified 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     Governing Law. This Agreement and the performance hereundershall be interpreted under the substantive laws of the State of California.

10.5     Force Majeure. Either party shall betemporarily excused from performing under this Agreement if any force majeure or other occurrence beyond the reasonable controlof either party makes such performance impossible, except a Disability asdefined in this Agreement, provided that the parry subject to the force majeure provides notice of such force majeureat the first reasonable opportunity. Under such circumstances, performanceunder this Agreement which related to the delay shall be suspended for theduration of the delay provided the delayed party shall resume performance ofits obligations with due diligence once the delaying event subsides. In case ofany such suspension, the parties shall use their best efforts to overcome thecause and effect of such suspension.

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

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

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

10.9     Counterpart Copies. This Agreement may be signed in counterpartcopies, each of which shall represent an original document, and all of whichshall constitute a single document.

10.10   No Adverse Construction. The rule that a contract is to beconstrued against the party drafting the contract is hereby waived, and shallhave no applicability in construing this Agreement or the terms hereof.

10.11   Entire Agreement. With respect to its subject matter, namely, theemployment by COMPANY of EMPLOYEE, this Agreement (including the documentsexpressly incorporated therein, such as the Employee Confidentiality Agreement),contains the entire understanding between the parties, and supersedes any prioragreements, understandings, and communications between the parties, whetheroral, written, implied or otherwise, including, but not limited to, theoriginal offer of employment letter.

10.12   Assistance of Counsel. EMPLOYEE expressly acknowledges that he wasgiven the right to be represented by counsel of his own choosing in connectionwith the terms of this Agreement.

The parties execute this Agreement as of the date statedabove:

MENTOR CORPORATION/S/CHRISTOPHER J. CONWAYPresident and Chief Executive Officer

NOTICE ADDRESS:                                                  NOTICEADDRESS:310 Beech Court                                                          201Mentor DriveBuellton, California 93427                                            SantaBarbara, California 93111