**EXHIBIT 2.5**

MENTOR CORPORATION201 Mentor DriveSanta Barbara, California 94311USA

June 2, 2006

COLOPLAST A/SHoltedam 13050 HumlebækCopenhagen, DENMARK

Ladies and Gentlemen:

Reference is made to thatcertain Purchase Agreement (the "Purchase Agreement") dated as of May 17, 2006, by and between Coloplast A/S, a Danish corporation("Buyer") and Mentor Corporation, a Minnesota corporation ("Seller").  Capitalized termsused but not defined herein shall have the meanings ascribed to them in thePurchase Agreement.

In connection with theconsummation of the transactions contemplated by the Purchase Agreement, Sellerand Buyer wish to document their mutual agreement and understanding withrespect to the matters set forth in this letter.  

1.       TheParties acknowledge and agree that the following items shall be excluded fromthe calculation of the Net Working Capital Target, the Net Working Capital asreflected on the Closing Date Net Working Capital Statement and the Net WorkingCapital as reflected on the Final Net Working Capital Statement: 

            (a)           anyLiability for Taxes (including, without limitation, withholding and TransferTaxes) and all costs (including third-party costs) incurred by Porges inconnection with the Porges Asset Sale; and

            (b)          anyLiability with respect to Transferred Employees incurred by Porges inconnection with the Porges Asset Sale arising under any profit sharing, profitparticipation, dividend or like plans or programs and any third party costs andexpenses associated therewith ("Porges Transfer Liabilities"). 

2.        Notwithstandinganything in the Purchase Agreement to the contrary and without limiting theobligations set forth in the Purchase Agreement, Buyer shall indemnify Sellerand hold Seller harmless from and against the Porges Transfer Liabilities.

3.         Attachedhereto as Exhibit A is the Preliminary Purchase Price Allocation agreedto by Buyer and Seller as contemplated by Section 8.8 of the PurchaseAgreement.

4.         Schedule1.173 to thePurchase Agreement is hereby amended to add the following license, which shallconstitute a Transferred Contract under the Purchase Agreement:

            License Agreement datedas of June 1, 2006, by and between Bruce S. Crawford, MD,FACOG, and Mentor Corporation, a Minnesota corporation.

5.         Schedule1.178 to thePurchase Agreement is hereby amended to add the following domain names, whichshall constitute Transferred Internet Properties under the Purchase Agreement:

 

            edtalk.org           mypenilehealth.com            getbackincontrol.com            getbackincontrol.net            getbackincontrol.org

 

6.         Schedule7.1(a) to thePurchase Agreement is hereby amended to delete the following namedindividuals:  

> 
Henry Arnion

Philippe Berthat

Géraldine Foulon

Natali Fournier

Francis Frignani

Véronique Manscourt

Valérie Mautino

Valerie Tellier

7.         TheParties agree that following the Closing they will work together in good faithto coordinate the transition of the statutory auditors for Porges and MML, withsuch transition to occur in a manner to allow for the following:  (a) timelycompletion of all required statutory audits (including pending audits); (b)preparation of financial statements for all periods through and including theClosing; and (c) as soon as reasonably practicable following the Closing (butin no event compromising completion of (a) and (b)), provide forPricewaterhouseCoopers (or its affiliate) to serve as a statutory auditor ofsuch entities (either in capacity as the primary or second auditor of suchentities, as is practicable).  

8.         Buyerhereby agrees that it will provide reasonable assistance, without charge, toSeller in the preparation by Seller and its Subsidiaries of financialstatements necessary for Buyer's SEC reporting requirements for all periodsthrough and including the Closing the timely completion of any statutory auditsfor any period ending on or prior to Closing following the Closing, and thedelivery of audited financial statements with respect to the Business requiredto be delivered to Buyer under the Purchase Agreement, which assistance in eachcase will include access to appropriate personnel, books and records of Buyerand its Subsidiaries and cooperation in the preparation of such financialstatements and statutory audits.

9.          Buyerand Seller agree to negotiate in good faith the terms and conditions of theSchedules to the Transition Services Agreement that are not completed as of theClosing as promptly as practicable following the Closing.

Except as expresslyprovided above, nothing in this letter agreement shall serve to modify theterms set forth in the Purchase Agreement.  

This letter agreement will be governed by the laws of the State of Minnesota, United States of America, without regard to any conflicts of law principles. The provisions of Article 13 of the Purchase Agreement shall be applicable toany dispute, controversy or difference arising out of this letter agreement. 

Please indicate Coloplast's concurrencewith and acceptance of this letter agreement by executing two copies of it inthe space provided below and returning one such copy to me at your earliestconvenience.

Very truly yours,

MENTOR CORPORATION

By:  /s/ Loren L. McFarland                         

Name: Loren L. McFarland                          

Title: VP, CFO                                                

AGREED TO AND ACCEPTED:

COLOPLAST A/S

By:  /s/ Peter Volkers                                     

Name: Peter Volkers                                     

Title: Vice President, Legal Affairs