**Exhibit10.62**

**EMPLOYMENT AGREEMENT**

**THIS EMPLOYMENT AGREEMENT** (the “Agreement”) is made and enteredinto as of the 21st day of January, 2003, by and between Inamed Corporation, aDelaware corporation (the “Corporation”), and Vicente Trelles (the “Executive”)(collectively, the “Parties”).  The Parties,intending to be legally bound, agree as follows:

1.                                       **DEFINITIONS**. In addition to certain terms defined elsewhere in this Agreement, thefollowing terms shall have the following respective meanings:

1.1                                 “**Affiliate**”shall mean any Person controlling, controlled by or under common control with,the Corporation.

1.2                                 “**Base Salary**”shall mean the salary provided for in Section 2.4 of thisAgreement.

1.3                                 “**Board**” shallmean the Board of Directors of the Corporation.

1.4                                 “**Cause**” shallmean that the Executive:

(a)                                  has been convicted of any felony or anycrime involving fraud, theft, embezzlement, dishonesty or moral turpitude;

(b)                                 has engaged in conduct which ismaterially injurious to the Corporation or its Affiliates, or any of theirrespective customer or supplier relationships, financially or otherwise;

(c)                                  has failed to perform his duties asrequired under Section 2 to the reasonable satisfaction of theBoard after being provided with notice thereof and thirty (30) days opportunityto remedy such failure; or

(d)                                 in carrying out his duties under thisAgreement, has engaged in acts or omissions constituting gross negligence orwillful misconduct resulting, in either case, in material harm to theCorporation.

1.5                                 “**Change in Control**”shall be deemed to have occurred if.

(a)                                  Any “person”, as such term is used in Sections13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”) (other than the Corporation, any trustee or other fiduciary holding securitiesunder an employee benefit plan of the Corporation, or any corporation owned,directly or indirectly, by the stockholders of the Corporation in substantiallythe same proportions as their ownership of stock of the Corporation), becomesthe “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),directly or indirectly, of securities of the 

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                                                Corporation representing fifty-onepercent (51 %) or more of the combined voting power of the Corporation’s thenoutstanding securities; provided, however, that a change in theproportion of Appaloosa Management, L.P.’s ownership of stock of theCorporation shall not constitute a Change in Control under this Subsection 1.5(4);

(b)                                 During any period of two (2) consecutiveyears (not including any period prior to the execution of this Agreement),individuals who at the beginning of such period constitute the Board, and anynew director (other than a director(s) designated by a person who has entered intoan agreement with the Corporation to effect a transaction described in clause(a), (c) or (d) of this subsection) whose election by the Board or nominationfor election by the Corporation’s stockholders was approved by a vote of atleast two-thirds (2/3) of the directors then still in office who either weredirectors at the beginning of the period or whose election or nomination forelection was previously so approved, cease for any reason to constitute atleast a majority thereof;

(c)                                  The stockholders of the Corporationapprove a merger or consolidation of the Corporation with any othercorporation, other than (i) a merger or consolidation which would result in thevoting securities of the Corporation outstanding immediately prior theretocontinuing to represent (either by remaining outstanding or by being convertedinto voting securities of the surviving entity) more than fifty (50%) of thecombined voting power of the voting securities of the Corporation or suchsurviving entity outstanding immediately after such merger or consolidation or(ii) a merger or consolidation effected to implement a recapitalization of theCorporation (or similar transaction) in which no “person “ (as defined above)acquires more than twenty percent (20%) of the combined voting power of theCorporation’s then outstanding securities; or

(d)                                 the stockholders of the Corporationapprove an agreement for the sale or disposition by the Corporation of all orsubstantially all of the Corporation’s assets.

1.6                                 “**Corporation Property**”shall mean all items and materials provided by the Corporation to theExecutive, or to which the Executive has access, in the course of hisemployment, including, without limitation, all files, records, documents,drawings, specifications, memoranda, notes, reports, manuals, equipment,computer disks, videotapes, drawings, blueprints and other documents andsimilar items relating to the Corporation, its Affiliates or their respectivecustomers, whether prepared by the Executive or others, and any and all copies,abstracts and summaries thereof.

1.7                                 “**Competition**”shall mean any direct or indirect research on, or development, production,marketing, leasing or selling of, any product, process or service which is thesame as, similar to, or in competition with, any line of business or researchin which the Corporation or any Affiliate is now engaged or hereinafterengages.

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1.8                                 “**Confidential Information**”shall mean all nonpublic and/or proprietary information and trade secretsrespecting the business of the Corporation or any Affiliate, including, withoutlimitation, its products, programs, projects, promotions, marketing plans andstrategies, business plans or practices, business operations, employees,research and development, intellectual property, software, databases,trademarks, pricing information and accounting and financing data.  Confidential Information also includesinformation concerning the Corporation’s or any Affiliate’s customers orclients, such as their identity, address or any other information kept by theCorporation or any Affiliate concerning its customers whether or not suchinformation has been reduced to documentary form.  Confidential Information does not includeinformation that is, or becomes, available to the public unless suchavailability occurs through an unauthorized act on the part of theExecutive.  In the course of hisemployment hereunder, the Executive shall not be provided with confidential informationconcerning Appaloosa Management, L.P., and no such information shall be deemedto be Confidential Information under this Agreement.

1.9                                 “**Disability**”shall mean a physical or mental incapacity that prevents the Executive fromperforming the essential functions of his position with the Corporation for aperiod of one hundred eighty (180) days as determined (a) in accordance withany long-term disability plan provided by the Corporation of which theExecutive is a participant, or (b) by the following procedure: The Executiveagrees to submit to medical examinations by a licensed healthcare professionalselected by the Corporation, in its sole discretion, to determine whether aDisability exists.  In addition, theExecutive may submit to the Corporation documentation of a Disability, or lackthereof, from a licensed healthcare professional of his choice.  Following a determination of a Disability orlack of Disability by the Corporation’s or the Executive’s licensed healthcareprofessional, the other Party may submit subsequent documentation relating tothe existence of a Disability from a licensed healthcare professional selectedby such other Party.  In the event thatthe medical opinions of such licensed healthcare professionals conflict, suchlicensed healthcare professionals shall appoint a third licensed healthcareprofessional to examine the Executive, and the opinion of such third licensedhealthcare professional shall be dispositive.

1.10                           “**Good Reason**”shall mean and exist if, without the Executive’s prior written consent, one ormore of the following events occurs:

(a)                                  the Executive is excluded fromparticipation in any employee benefit plan or program offered to othersimilarly ranked executives of the Corporation or his benefits under such plansor programs are materially reduced;

(b)                                 within 12 months following a Change inControl, the Executive is asked to relocate to a location other than one ineither Santa Barbara County, Ca., or Ventura County, Ca.; or

(c)                                  the Corporation fails to reimburse theExecutive for business expenses in accordance with the Corporation’s policies,procedures or practices; provided, however, that none of theforegoing shall constitute Good Reason if (i) the Executive gives theCorporation timely notice of his intent to terminate for Good Reason and theCorporation cures or remedies 

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                                                the reasons cited by the Executive insaid notice within thirty (30) days of receipt of said notice, or (ii) sixty(60) days or more have passed between the event(s) constituting Good Reason andthe Executive’s giving notice that he is terminating his employment for GoodReason.

1.11                           “**Person**” shallmean any individual, firm, partnership, association, trust, company,corporation or other entity.

1.12                           “**Severance Period**”shall mean the period of time for which Base Salary payments are made to theExecutive following termination pursuant to sections 6.3 and 7.2 of thisAgreement.

2.                                       **SERVICES, COMPENSATION,AND TERM**

2.1                                 **Title and Duties**. Corporation agrees to employ Executive as Executive Vice President,Chief Operations Officer and Executive agrees to undertake the duties of thatposition (hereinafter referred to as “Services”).  Executive shall perform the dutiescustomarily performed by one holding such position in similar business.  Executive shall also render such other dutiesas may be assigned to him from time to time. Executive will report directly to the President.

2.2                                 **Best Efforts**. Executive will serve Corporation faithfully under the direction of itsCEO/President and Board of Directors. Executive shall devote his full time and best efforts to performing theServices.  Executive shall act at alltimes in accordance with what he reasonably believes is in the best interest ofCorporation to the best of his ability, experience, and talents.  Executive shall devote his time, energy, andskills solely to the business and interests of Inamed Corporation.

2.3                                 **Corporate Authority**. Executive will comply with the Corporation’s corporate policies andprocedures.

2.4                                 **Compensation**. As Executive’s compensation for the Services, Corporation will payExecutive base pay compensation of $289,000.00.

2.5                                 **Stock Options**. Not applicable at this time. Given any conflict between this agreement and existing or future Optionagreements, this agreement shall prevail.

2.6                                 **Lock-Up Agreements**. The Executive will execute any other documents reasonably required bythe Corporation in connection with the Options, including, without limitation,any reasonable lock-up or similar agreements required by the Corporation’sunderwriters in connection with any offering of the Corporation’s securities.

2.7                                 **Term**. This agreement shall be effective on January 21, 2003 (the “EffectiveDate”), and shall continue for a period of one (1) year from the EffectiveDate; provided, however, that this Agreement shall be extendedautomatically at the end of the initial term for a one (1) year term andthereafter for successive one (1) year terms if neither Party has advised theother in writing in accordance with Subsection 8.1 at least sixty(60) days prior to the end of the then current term that such term will not beextended for an additional one (1) year term. The 

 

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initialone (1) year term and each successive one (1) year term (if any) shall bereferred to herein as the “Term of Employment”.

3.                                       **DUTY OF LOYALTY**.

3.1                                 **Executive’s Position ofTrust**.  As a result of the Executive’s employment,the Executive will have access to Confidential Information.

3.2                                 **Obligations During theTerm**.  The Executive agrees that during the Term ofEmployment he shall diligently devote his time and efforts to the duties andresponsibilities assigned to his by the Corporation, and without prior expresswritten authorization of the Board, the Executive shall not, directly orindirectly, either alone or in concert with others, engage in any of thefollowing activities:

(a)                                  Perform or render any services of abusiness, professional or commercial nature, relating to services or productscompetitive with the Corporation, to or for the benefit of himself or any otherperson or entity, whether for compensation or otherwise, except for personalinvestments and other activities approved by the Corporation;

(b)                                 Engage in any activity directly orindirectly in competition with or adverse to the Corporation;

(c)                                  Engage in any activity for purpose ofinfluencing or attempting to influence the Corporation’s customers, eitherdirectly or indirectly, to conduct business with any business enterprise incompetition with the Corporation; or

(d)                                 Undertake or participate in any planningfor or organization of any business activity that is or will be in competitionwith the Corporation in any field(s) or area(s) in which the Executive hasworked or with which the Executive has come into contact, or of which theExecutive has gained knowledge during the Term of Employment.

3.3                                 **Post-EmploymentObligations**.  As a condition of the Executive’s havingaccess to Confidential Information, and in consideration of the payments and benefitsprovided hereunder, the Executive agrees that for a period of twelve (12)months after termination of his employment, or for the duration of a SeverancePeriod, whichever is greater, regardless of the reason, the Executive will not,directly or indirectly, either for himself or for any other person or entity,whether as an agent, consultant, employee, officer, director, investor,partner, shareholder, proprietor or in any other individual or representativecapacity (excluding the holding for investment of less that five percent (5%)of the outstanding securities of any corporation which are regularly traded ona recognized stock exchange), do any of the following:

(a)                                  the Executive will not undertake anyemployment or activity wherein the loyal and complete fulfillment of the dutiesof that employment or activity would call upon the Executive to make judgmentson or otherwise to use 

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                                                any Confidential Information that iscovered by this Agreement or the Intellectual Property and ConfidentialityAgreement.

(b)                                 Divert or take away (or attempt to divertor take away), any of the Corporation’s present, former or prospectivecustomers, including, but not limited to, those upon whom he called, met withor became acquainted with while engaged as an employee of the Corporation;

(c)                                  Interfere with the contractual orbusiness relationships of the Corporation;

(d)                                 Solicit or attempt to solicit anyemployees or clients of the Corporation; or

(e)                                  Slander or disparage the Corporation, orundertake any activity which adversely impacts, or is reasonably likely toimpact, the goodwill of the Corporation and its business opportunities.

The Parties agree thatArticle 5 of Exhibit B hereto (as identified in Section 4 below) shallapply only during the Term of Employment and for a period of twelve (12) monthsthereafter.

3.4                                 **Corporation Property**. The Executive agrees that upon termination of his employment by theCorporation for any reason, or at such earlier time as the Corporation mayrequest, the Executive shall forthwith return to the Corporation all documentsand other property in his possession belonging to the Corporation or any of itsAffiliates.

3.5                                 **Severability**. Each of the covenants of this section shall be construed as separatecovenant covering the subject matter in each of the separate counties andstates in the United States and governmental subdivisions outside of the UnitedStates (collectively, the “Governmental Units”).  To the extent that any covenant is determinedby a court of competent jurisdiction to be unenforceable in any one or more ofsaid Governmental Units, said covenant shall not be affected with respect toany other Governmental Unit, each covenant with respect to each GovernmentalUnit being construed as severable and independent.

4.                                       **INTELLECTUAL PROPERTY ANDCONFIDENTIALITY AGREEMENT**.

The Executive hasexecuted or will concurrently herewith execute the Corporation’s IntellectualProperty and Confidentiality Agreement in the form that is attached hereto as Exhibit B,the terms of which are incorporated herein by reference.  Nothing in Article 3 of Exhibit B shallprohibit the Executive from removing any Corporation Property from the premisesof the Corporation to the extent necessary in the course of the Executive’sperformance of his duties hereunder and/or for other legitimate purposes of theCorporation.  In addition, the Partiesagree that the definition of “Company” in Article 8 of Exhibit B shall notinclude Appaloosa Management, L.P.  orany interest it has in any entity outside of the Corporation and itsconsolidated group.

5.                                       **TERMINATION**.

5.1                                 **Grounds**. This Agreement, and the Executive’s employment hereunder, shallterminate upon the occurrence of any of the following events:

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(a)                                  **Termination by theCorporation for Cause**.  By the Corporation immediatelyfor Cause;

(b)                                 **Termination by theCorporation without Cause, by the Executive for Good Reason or FollowingElection by the Corporation not to Extend Term**. Termination (a) by the Corporation without Cause, upon thirty (30) days’prior written notice to the Executive, or (b) by the Executive for Good Reason(in the absence of a Change in Control, or (c) upon the Corporation’s electionnot to extend term pursuant to Section 2.7;

(c)                                  **Disability**. In the event of the Executive’s Disability;

(d)                                 **Death**. Upon the death of the Executive;

(e)                                  **Termination by ExecutiveWithout Good Reason**.  By the Executive without goodreason;

(f)                                    **Termination by the CorporationWithout Cause or by the Executive for Good Reason After a Change in Control**. By the Corporation without cause or by the Executive for Good Reasonwithin twelve (12) months following a Change in Control;

6.                                       **TERMINATION PAYMENTS**.

6.1                                 **Termination Due to Deathor Disability**.  In the event of a termination due to theExecutive’s death or Disability, the Executive or his estate, as the case maybe, shall be entitled, in lieu of any other compensation whatsoever, to:

(a)                                  payment of his Base Salary at the rate ineffect at the time of his termination until the date of death or Disability;

(b)                                 any annual bonus awarded but not yetpaid;

(c)                                  any annual bonus that would have beenpayable with respect to the year of termination in the absence of the Executive’sdeath or Disability, pro-rated for the period the Executive worked prior to hisdeath or Disability, provided that the Executive worked at least six (6) monthsin the year for which the annual bonus is payable;

(d)                                 any deferred compensation or bonuses, includinginterest or other credits on the deferred amounts, to the extent provided inthe plans or programs providing for deferral;

(e)                                  reimbursement.  of expenses incurred but not paid prior tosuch termination of employment; and

(f)                                    such rights to other benefits as may beprovided in applicable plans and programs of the Corporation, including,without limitation, applicable 

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                                                employee benefit plans and programs,according to the terms and provisions of such plans and programs.

6.2                                 **Termination for Cause**. In the event that the Corporation terminates the Executive’s employmentfor Cause, the Executive shall be entitled, in lieu of any other compensationand benefits whatsoever, to:

(a)                                  payment of his Base Salary at the rate ineffect at the time of his termination through the date of termination ofemployment;

(b)                                 any deferred compensation or bonuses,including interest or other credit on the deferred amounts, to the extentprovided in the plans or programs providing for deferral; and

(c)                                  such rights to other benefits as may beprovided in applicable plans and programs of the Corporation, including,without limitation, applicable employee benefit plans and programs, accordingto the terms and conditions of such plans and programs.

6.3                                 **Termination Without Cause,by Executive for Good Reason, or Following Election by the Corporation not toExtend Term**.  In the event that (1) the Corporationterminates the Executive’s employment hereunder without Cause, (2) the Executiveterminates his employment for Good Reason (in the absence of a Change inControl); or (3) this Agreement expires following the Corporation’s election notto extend pursuant to Section 2.7, the Executive shall be entitled to thefollowing payments and benefits:

(a)                                  payment of his Base Salary in effect atthe time of termination for a period of twelve (12) months which shall be paidout in equal bi-weekly installments through the Corporation’s regular payrollpractices.

(b)                                 any annual bonus awarded but not yetpaid;

(c)                                  any annual bonus that would have beenpayable with respect to the year of termination, pro-rated for the period theExecutive worked prior to such termination, provided that the Executive workedat least six (6) months in the year for which the annual bonus is payable;

(d)                                 any deferred compensation or bonuses,including interest or other credits on the deferred amounts, to the extentprovided in the plans or programs providing for deferral;

(e)                                  reimbursement of expenses incurred butnot paid prior to such termination of employment; and

(f)                                    continuation of participation in theCorporation’s group medical, dental and life insurance plans according to theterms and provisions of such plans and programs during the Post-EmploymentPeriod for up to nine (9) months or until the date on which the Executive firstbecomes eligible for 

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                                                substantially equivalent insurancecoverage provided by any other entity following termination of employment bythe Corporation, whichever occurs first.

6.4                                 **Termination b ExecutiveWithout Good Reason**.  In the event that theExecutive terminates his employment without good reason, the Executive shall beentitled, in lieu of any other compensation and benefits whatsoever, to:

(a)                                  payment of his Base Salary at the rate ineffect at the time of his termination through the date of termination ofemployment;.

(b)                                 any deferred compensation or bonuses,including interest or other credit on the deferred amounts, to the extent providedin the plans or programs providing for deferral; and

(c)                                  such rights to other benefits as may beprovided in applicable plans and programs of the Corporation, including,without limitation, applicable employee benefit plans and programs, according tothe terms and conditions of such plans and programs.

6.5                                 **Non-Duplication of Benefit**. Notwithstanding the foregoing, nothing in this Agreement shall result ina duplication of payments or benefits provided under this Section 6nor shall anything in this Agreement require the Corporation to make anypayment or to provide any benefit to the Executive that the Corporation isotherwise required to provide under any other contract, agreement orarrangement.

6.6                                 **General Release**. No payments or benefits payable to the Executive upon the termination ofhis employment pursuant to this , Section 6 shall be made to theExecutive unless and until he executes a general release in a form satisfactoryto the Corporation and such general release becomes effective pursuant to itsterms.

7.                                       **CHANGE IN CONTROL**.

7.1                                 **Vesting of Stock Options**. In the event of a Change in Control, all stock options granted by theCorporation to the Executive shall immediately vest.

7.2                                 **Termination by theCorporation Without Cause or by the Executive for Good Reason After a Change mControl**.  If within twelve (12) months following aChange in Control, the Executive’s employment is terminated by the Corporationwithout Cause or by the Executive for Good Reason, the Executive shall beentitled, in lieu of any other compensation and benefits whatsoever under Section 6or otherwise, to:

(a)                                  payment of his Base Salary at the rate ineffect at the time of his termination through the date of termination ofemployment;

(b)                                 an amount equal to the greater of (i) two(2) times his annual Base Salary at the time of the Change in Control or (ii)two (2) times his annual Base Salary at the time of the termination of hisemployment, which shall be 

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                                                paid out in equal biweekly installmentsthrough the Corporation’s regular payroll practices;

(c)                                  any annual bonus awarded but not yet paidor any other incentive compensation plan;

(d)                                 reimbursement of expenses incurred butnot paid prior to such termination of employment; and

(e)                                  continuation of participation in theCorporation’s group medical, dental and life insurance plans according to theterms and provisions of such plans and programs during the Post-EmploymentPeriod for up to nine (9) months or until the date on which the Executive firstbecomes eligible for substantially equivalent insurance coverage provided byany other entity following termination of employment by the Corporation,whichever occurs first.

7.3                                 **Adjustment to TotalPayments**.  If any payment or right accruing to theExecutive under this Agreement (without application of this section), eitheralone or together with other payments or rights accruing to the Executive fromthe Corporation or an Affiliate (“Total Payments”) would constitute a “parachutepayment,” as defined in Section 280G of the Code and regulationsthereunder, such payment or right shall be reduced to the largest amount orgreatest right that will result in no portion of the amount payable or rightaccruing under this Agreement being subject to an excise tax underSection 4999 of the Code or being disallowed as a deduction underSection 280G of the Code.  TheExecutive shall cooperate in good faith with the Corporation in providing thenecessary information for making a determination of the applicability ofSection 280G.  The foregoingprovisions of this section shall apply only if after reduction for anyapplicable federal excise tax imposed by Section 4999 of the Code andfederal income tax imposed by the Code, the Total Payments accruing to theExecutive would be less than the amount of the Total Payments as reduced, ifapplicable, and after reduction for only federal income taxes.

8.                                       **MISCELLANEOUS**.

8.1                                 **Notices**. Any written notice required or permitted to be given shall be deemeddelivered either when personally delivered or when mailed, registered orcertified, postage prepaid with return receipt requested, if to the Executive,addressed to the last residence address of the Executive as shown in therecords of the Corporation, and if to the Corporation, addressed to theChairman of the Board at its principal office in Santa Barbara,California.  Mailed notices shall bedeemed received two (2) business days after the date of deposit in the mail.

8.2                                 **Remedies**.

8.2.1                        **Equitable Remedies**. The Executive acknowledges and agrees any breach, violation or evasionof the terms, conditions and provisions of Sections 3 and 4 above, willresult in immediate and irreparable injury and harm to the Corporation andshall entitle the Corporation to injunctive relief, as well as to all otherlegal or equitable remedies to which the Corporation may be entitled.

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8.2.2                        **Cessation/Reimbursement ofPayments**.  If the Executive violates any provision ofSections 3 or 4, the Corporation may, upon giving written notice to theExecutive, immediately cease all payments and benefits that it may be providingto the Executive pursuant to this Agreement, and the Executive may be requiredto reimburse the Corporation for any payments received from, and the cash valueof any benefits provided by, the Corporation between the first day of theviolation and the date such notice is given; provided, however,that the foregoing shall be in addition to such other remedies as may be availableto the Corporation and shall not be deemed to permit the Executive to forego orwaive such payments in order to avoid his obligations under Sections 3 or4.

8.3                                 **Partial Invalidity**. If any term or provision of this Agreement or the application thereof toany person or circumstance shall be held to be invalid or unenforceable to anyextent, the remainder of this Agreement or application of such term orprovision to persons or circumstances other than those to which it is heldinvalid or unenforceable shall not be affected thereby, and each term andprovision of the Agreement shall be valid and be enforced to the fullest extentpermitted by law.

8.4                                 **Waiver**. No waiver of any right hereunder shall be effective for any purposeunless in writing, signed by the Party hereto possessing said right, nor shallany waiver be construed to be a waiver of any subsequent right, term orprovision of this Agreement.

8.5                                 **Assignment; Effect onAgreement**.  It is hereby acknowledged and agreed that theExecutive’s rights and obligations under this Agreement are personal in natureand shall not be assigned or delegated. This Agreement shall be binding on and inure to the benefit of theheirs, personal representatives, successors and assigns of the Parties,subject, however, to the restrictions on assignment and delegation containedherein.

8.6                                 **Disputes Resolution andArbitration**.

8.6.1                        Any dispute arising in connection withthe interpretation or enforcement of the provisions of this Agreement, or itsapplication or validity, will be submitted to arbitration.  Such arbitration proceedings shall beinstituted in Santa Barbara, California, in accordance with the rules thenexisting of the American Arbitration Association.  This agreement to arbitrate is specificallyenforceable.

8.6.2                        Any award rendered in any sucharbitration proceeding will be final and binding on each of the Parties, andjudgment may be entered thereon in any court of competent jurisdiction.  The arbitrator shall have the authority tocompel the Party that does not substantially prevail in such proceeding to paythe reasonable costs and fees of the prevailing Party (including reasonable andcustomary legal fees and expenses) to the extent that the arbitrator deemsappropriate.

8.7                                 **Exhibits**. The terms and conditions of this Agreement shall prevail in the case ofany discrepancy or conflict between such terms and conditions and the terms andconditions of any exhibit hereto.

8.8                                 **Governing Law**. This Agreement shall be governed by and construed in accordance with thelaws of the State of California.

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8.9                                 **Entire Agreement**. Unless expressly provided to the contrary herein, this Agreement (andthe exhibits attached hereto) contains the entire agreement and understandingbetween the Parties and supersedes all prior agreements and understandings,oral or written.  No modification ortermination shall be valid unless in writing and signed by both Parties.

9.                                       **ACKNOWLEDGEMENT**.  The Executive represents and acknowledges thefollowing:

(a)                                  he has carefully read this Agreement inits entirety;

(b)                                 he understands the terms and conditionscontained herein;

(c)                                  he has had the opportunity to review thisAgreement, at his discretion, with legal counsel of his own choosing and hasnot relied on any statement made by the Corporation or its legal counsel as tothe meaning of any term or condition contained herein or in deciding whether toenter into this Agreement; and

(d)                                 he is entering into this Agreementknowingly and voluntarily.

**IN WITNESS WHEREOF**, the Parties hereto have executed thisAgreement as of the        day of                     ,2003.

 
| **INAMED CORPORATION** | ** **                       | **EXECUTIVE** |
|------------------------|----------------------------------|---------------|
| ** **             | ** **                       | ** **    |
| ** **             | ** **                       | ** **    |
| By:                    | /s/ Nicholas L. Teti             |          | By: | /s/ Vicente Trelles |
|                   | Nicholas L. Teti                 |          |   | Vicente Trelles |
|                   | Chairman, President and  CEO     |          |   | Chief Operations Officer  and Executive Vice President |
|                   |                             |          |   |   |
|                   | Address:                         |          |   | Address: |
|                   | 5540 Ekwill Street, Suite  D     |          |   | 991 Tornoe Road |
|                   | Santa Barbara, California  93111 |          |   | Santa Barbara, California  93105 |
|                   |                             |          |   |   |
| Date:                  |                             |          | Date: |   |

 

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