Exhibit 10.21  Fourth Amendment to Lease Agreement for 1035 Cindy Lane, Carpinteria, California  Browne Trust Number Two, Lessor
and INAMED Corporation, Lessee, of that real property commonly known as 1035
Cindy Lane, Carpinteria, California (Santa Barbara County Assessors parcel
number 001-190-55-00), herewith agree to the following changes to Section three
(3) of the original lease agreement, dated April 4, 1987.  Section three shall be amended and modified
to read as follows.  3a.     Under the Third Amendment to this Lease
Agreement, Lessee and Lessors agreed to extend the term of the lease for a
period of one year effective January 15, 1995 and ending on January 15, 1996.  3b.    At the request of the Lessee the Lessors
hereby agree, effective September 1, 1996, that the Lessee will be granted a
six (6) month tenancy of the premises. 
This six month tenancy will renew automatically the first of each
month.  In return for the granting of
this flexible tenancy, the parties agree that either party will have the right
to terminate the lease, upon giving the other party six (6) months notification
of such intention.  Such notification
shall be conveyed by registered mail by the initiating party and acknowledged
by registered mail by the receiving party.  3c.     During the six (6) month period preceding
the end of the lease and the vacating of the property, the Lessee agrees to
allow Lessors designated agent(s) full access to the premises during regular
working hours, for the purpose of physical inspections and the showing of the
premises to prospective tenants.  It is
also agreed that the Lessor will have the right to display a For Lease sign
in front of the premises during this period. 
Upon vacating the premises the Lessor agrees to leave the property in
neat and orderly condition, subject only to normal wear and tear.  Openings created in floors and ceilings and
walls by the removal of mechanical and electrical equipment will be returned to
their original condition.  3d.    It is agreed, by both parties, that all
other terms and conditions of the original Lease Agreement will remain in
effect throughout this month-to-month tenancy period.  3e.     This agreement to be signed by Lessee and
returned to Lessor no later than August 30, 1995.  LESSOR
  LESSEEBrowne Trust Number Two
  INAMED CorporationBy
  /s/ Lawrence
  T. Browne
  
  By
  /s/ Michael
  DotyDate
  August 21,
  1995
  
  Date
  August 31,
  1995  
   LEASE AGREEMENT For 1035 CINDY LANE, CARPINTERIA, CALIFORNIA  1.      Parties:This lease is made and entered into this fourth
day of April 1987 by and between Lawrence and Susan Browne, hereinafter
referred to as Lessor and INAMED Corporation, hereinafter referred to as
Lessee.  2.      Premises:This Lessor hereby leases to Lessee and Lessee
hereby leases from Lessor, on the terms and conditions hereinafter set forth,
that certain real property, buildings, and improvements located thereon,
situated in the City of Carpinteria, State of California, commonly known as
1035 Cindy Lane (Assessors Parcel 001-190-55-00), consisting of approximately
18,700 square feet of office and research facilities in two commercial
buildings on a 50,000 square foot commercial lot.  Said real property is hereinafter known as the Premises.  3.      Term:The term of this Lease shall be for five (5)
years, commencing on June 1, 1987 and ending on May 31, 1992. Lessee shall have
the option to extend the term of this lease for a period of an additional five
(5) years until May 31, 1997.  Lessee
shall notify Lessor of its intention to exercise this extension option or
intention to vacate the premises, at least six months prior to the expiration
of the initial lease period.  4.      Rent:Lessee shall pay to Lessor as initial rent for
the Premises, the sum of Eleven Thousand Dollars ($11,000.00) per month, in
advance, on the first day of each month during the term hereof.  Rent shall be payable without notice or
demand and without any deduction, off-set, or abatement, in lawful money of the
United States to the Lessor at the address stated herein for notices, or to
such other persons or such other places as the Lessor may designate to Lessee
in writing.  This monthly rental amount
will be adjusted annually on June 1st to reflect the annual percentage increase
in the Los Angeles Consumer Price Index for the preceeding twelve calendar
months starting April 1st and ending March 31st.  5.      Taxes:Lessee shall pay or reimburse Lessor for all
property taxes and general assessments levied and assessed against the Premises
during the term of this lease.  Lessee
shall pay all taxes assessed against and levied upon its own personal property
and equipment located in said premises. 
Taxes for the first six months of 1987 will be prorated and billed
directly by the Lessor to both MCT Corporation and INAMED Corporation based
upon their respective occupancy of said property.  2 
   6.      Insurance:Lessee shall pay or reimburse Lessor for
all Fire and Liability Insurance on the building structures and real
property.  Fire and Property Insurance
Coverage will be a minimum of $1,000,000. 
Liability Insurance coverage will be a minimum of $1,000,000.  Fire and Property Coverage will be adjusted
every two years to reflect the change in the Los Angeles Consumer Price
Index.  Lessee shall be responsible for
insurance relating to its own personal property, manufacturing inventory,
manufacturing operations and product liabilities.  7.      Utilities:Lessee shall be responsible for the
payment of all electrical, gas , water, trash and telephone utilities supplied
to the Premises.  8.      Structure:Lessor shall be responsible for
maintenance of the building foundations, structural walls, and weather
integrity of all roofs.  9.      Maintenance:Lessee shall be responsible for all
other maintenance of exterior areas of the complex including building
exteriors, landscaping, walkways and parking areas.  Lessee shall be responsible for the maintenance of all spaces
that it occupies in an organized and sanitary manner.  Lessee will not permit its employees or operations to generate
excess sound, noxious odors, or exterior storage that will negatively impact
the environment of the property or neighbors.  10.    Initial Condition:Lessor will be responsible for insuring
that the air conditioning, heating, and two air compressor units are in good
working order prior to initial occupancy of the building.  Lessor will be responsible for the painting
of the interiors of both buildings with colors selected by the Lessee.  This work will be completed prior to May 1,
1987 for the 4,900 front building and prior to June 1, 1987 for the 13,800
back building.  Lessor shall replace all
broken floor tiles, discolored and missing ceiling tiles and all improperly
functioning florescent  bulbs and
ballasts.  Lessor shall repair the front
awning fringe.  Lessor shall grant
Lessee a $2,000.00 credit toward the installation of new carpeting, carpet
cleaning, and waxing of tile floors.  11.    Alterations and Additions:Lessee shall not
make any alterations, improvements or additions in or about the premises
without the Lessors prior written consent. 
Consent to make such improvements will not be unreasonably withheld.  3 
   12.    Hold Harmless:Lessee shall indemnify and hold Lessor
harmless for and against any and all claims arising from the Lessees use or
occupancy of the premises, or from the conduct of its business, or from any
activity, work, or things which may be permitted or suffered by Lessee in or
about the Premises, including all damages, costs, attorneys fees, expenses and
liabilities incurred in the defense of any claim or action or proceeding
arising therefrom, except for the Lessors willful or grossly negligent
conduct.  Lessee hereby assumes all risk
of damage to its Premises or injury to persons in and about those Premises.  13.    Assignment and Subletting:Lessee shall not
voluntarily or by any operation of law assign, transfer, sublet mortgage, or
otherwise transfer or encumber all or any part of the Lessees interest in this
Lease or the Premises so occupied, without the Lessors prior written
consent.  This consent will not be
unreasonable withheld by the Lessor.  14.    Default:It is agreed between the parties hereto that if
any rent shall be due hereunder and unpaid, or if the Lessee shall default and
breach any other covenant or provision of the Lease, then the Lessor, after
giving proper notice required by law, may re-enter the Premises and remove any
property and persons therefrom in the manner allowed by law.  Lessor may, at his option, either maintain
this lease in full force and effect and recover the rent and other charges as
they become due, or in the alternative, terminate this Lease.  In addition, the Lessor may recover all
rentals and any other damages and pursue any other rights and remedies that the
Lessor may have against the Lessee by reason of such default as provided by
law.  15.    Surrender:On the last day of the term of this Lease or
any extension thereof, the Lessee shall surrender the Premises to the Lessor in
good condition, broom clean, with all carpets cleaned, with ordinary wear and
tear excepted.  16.    Parking:Lessee is herewith granted the right to all
forty-one (41) parking spaces of the total of forty-one (41) that are
available.  Additional on street parking
is available on a first come basis.  17.    Holding Over:If the Lessee, with the Lessors
consent, remains in possession of the Premises after expiration or termination
of the term of this Lease, such possession by the Lessee shall be deemed to be
a tenancy from month-to-month at a rental in the amount of the last monthly
rental paid plus annual Consumer Price Index adjustments.  Other charges payable under provisions of
this Lease will be applicable to such tenancy.  4 
   18.    Binding on Successors and Assigns:Each provision of
this Lease performable by the Lessee shall be deemed both a covenant and a
condition.  The terms, conditions and
covenants of this Lease shall be binding upon and shall inure to the benefit of
each of the parties hereto, their heirs, personal representatives, successors
and assigns.  19.    Option to Purchase:As consideration
for signing a five year lease, Lessee shall be granted a three year option to
purchase said property (Assessors Parcel 001-190-55-00).  During 
the first year of the lease the price will be $1,475,000 cash.  During the second year and third year of the
lease the price will be adjusted annually on June 1st to reflect the percentage
increase in the Los Angeles Consumer Price Index for the prior twelve month
period beginning April 1st and ending March 31st.  Lessees Option to Purchase will only remain in effect during the
period in which Lessee remains in compliance with the terms of this Lease
Agreement and shall be null and void in the event of non compliance.  When exercising this Option To Purchase
Lessee shall notify the Lessor in writing a minimum of six months in advance of
the intended purchase date, to allow Lessor sufficient time to locate alternate
investment property(s).  Lessee Agrees
to participate in an I.R.S. Section 1031 Tax Deferred Exchange at no cost to
Lessee.  20.    First Right of Refusal:Lessee shall be
granted a First Right of Refusal to purchase said property during the fourth
and fifth year of the initial lease period and any extensions thereof. Should
the Lessor receive an acceptable offer to purchase said property, Lessor shall
notify Lessee within three (3) days of their intent to complete a sales
transaction and the terms thereof. 
Lessee shall be given a minimum of ten (10) working days to sign a
purchase offer at the same terms negotiated with the outside buyer.  Lessees failure to sign an offer within the
ten day period will cause the First Right of Refusal will remain in effect only
as long as Lessee remains in compliance with the terms of this Lease Agreement
and will become null and void in the event of non compliance.  21.    MCT Corporation Sublease: Lessee shall have  the right to sublease the 4,900 front office building from the
current Lessee, MCT Corporation during the period May 1, 1987 to May 31,
1987.  Rent will be $3,667.00 and will
be paid directly to MCT Corporation on or before May 1, 1987.  Effective at midnight May 31st, 1987 the
lease between Lawrence and Susan Browne and the MCT Corporation shall be
terminated and this lease will become effective.  5 
   22.    Notices:Whenever under this Lease a provision is made
for any demand, notice or declaration of any kind, it shall be in writing and
served either personally or sent by registered or certified United State mail,
postage prepaid, to the addresses as set forth below.  Such notice shall be deemed to have been received within forty-eight
(48) hours from the time of mailing, if mailed as provided.  LESSOR
  LESSEELawrence or
  Susan Browne
  690 El Rancho Road
  Santa Barbara, CA 93108
  
  
  INAMED
  Corporation
  1035 Cindy Lane
  Carpinteria, CA 93013  22.    Waivers:No waiver by Lessor of any provision hereof
shall be deemed a waiver of any other provision hereof or of any subsequent
breach by the Lessee of the same or any other provisions.  23.    Time:Time is of the essence of this Lease.  Acceptance of this Lease Agreement shall be
made on or before April 7th 1987, by the return of one signed copy of the Lease
Agreement to the Lessor, with a check in the net amount of $20,000.00, as
prepayment against the first and last month of rent due, less the $2,000.00
carpet and floor credit given to Lessee.  LESSOR
  LESSEELawrence or Susan Browne
  INAMED CorporationBy
  /s/
  [ILLEGIBLE]
  
  By
  /s/ Donald
  McGhanDate
  APRIL 4,
  1987
  
  Date
  APRIL 7,
  1987  6