**THIRD AMENDMENTTO AMENDED AND RESTATEDCREDIT AGREEMENT**

            THIS THIRD AMENDMENT TO AMENDED ANDRESTATED CREDIT AGREEMENT (the "Amendment") is made and dated as ofthe 14th day of December, 2001 by and between BANK OF THE WEST("Lender") and MENTOR CORPORATION (the "Borrower") andamends that certain Amended and Restated Credit Agreement dated as of October25, 2000 (as amended by a First Amendment dated as of February 2, 2001, asamended by a Second Amendment dated as of February 14, 2001 and as further amended,modified or waived from time to time, the "Agreement") between Lenderand 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, inconsideration 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.         Amendments.  

1(a)      Amendments to Definitions.  The definitions of "Loan Maturity Datein Paragraph 1 of the Agreement is amended to read as follows:

"'Loan Maturity Date' shall mean theearlier of:  (a) September 15, 2003, assuch date may be extended from time to time in writing by the Borrower andLender, (b) the date Lender terminates its obligations to make further Loanspursuant to Paragraph 8 below; or the date the Credit Limit is reducedto $0.00."

2.         Conditionsto Effectiveness of Amendment.  Asconditions precedent to the effectiveness of this Amendment, (1) the Borrowerand Lender shall have duly executed and delivered this Amendment and (2) Lendershall have received such other additional documentation as it may request inconnection herewith.

3.         Representations and Warranties ofthe Borrower.  As an inducement toLender to enter into this Amendment, the Borrower represents and warrants toLender that:

3(a)      No Change.  Since the date of the financial statementsmost recently delivered to Lender pursuant to the Agreement, there has been nomaterial adverse change in the business, operations, assets or financial orother condition of the Borrower or the Borrower and the Guarantors taken as awhole or the Borrower and its consolidated Subsidiaries taken as a whole.  Since such date, the Borrower has not enteredinto, incurred or assumed any long-term debt, mortgages, material leases ormaterial oral or written commitments not disclosed to Lender prior to the dateof this Amendment.  

3(b)      Corporate Existence;Compliance with Law.  The Borrowerand each Guarantor (1) is duly organized, validly existing and in goodstanding as a corporation under the laws of the state of its incorporation andis 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)      Corporate Power; Authorization;Enforceable Obligations.  TheBorrower and each Guarantor has the corporate power and authority and the legalright to execute, deliver and perform this Amendment, as amended hereby, towhich it is a party and has taken all necessary corporate action to authorizethe execution, delivery and performance of this Amendment and the LoanDocuments.  This Amendment has been dulyexecuted and delivered on behalf of the Borrower and each Guarantor andconstitutes legal, valid and binding obligations of the Borrower and eachGuarantor enforceable against the Borrower and each Guarantor in accordancewith its terms, subject to the effect of applicable bankruptcy and othersimilar laws affecting the rights of creditors generally and the effect ofequitable principles whether applied in an action at law or a suit inequity.  

3(d)      No Legal Bar.  The execution, delivery and performance ofthis Amendment will not violate any Requirement Of Law or any ContractualObligations of the Borrower or create or result in the creation of any Lien onany assets of the Borrower or any Guarantor. 

4.  Miscellaneous Provisions.  

4(a)      Entire Agreement.  This Amendment and the documents andagreements referred to herein embody the entire agreement and understandingbetween 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)      Governing Law.  This Amendment shall be governed by andconstrued in accordance with the laws of the State of California, withoutgiving 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 thepreparation, negotiation, and closing of this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to beexecuted this 27th day of September, 2002 but to be effective as of the dateand year first above written.  

 

MENTORCORPORATION, aMinnesotacorporation,as the Borrower

By:  /S/CHRISTOPHERJ. CONWAY       Christopher J. Conway, Chairman and Chief Executive Officer

By:  /S/ADEL MICHAEL      AdelMichael, Chief Financial Officer

MENTOR CORPORATION5425 HollisterSanta Barbara, CA   93111

 

BANK OF THE WEST, as Lender

By:  /S/DAVIDG. KRONEN       DavidG. Kronen, Vice President

Bank ofthe West1036 State StreetSanta Barbara, CA  93101