EXHIBIT
10.6  INAMED CORPORATION  EXECUTIVE OFFICER OPTION AGREEMENT  THE SECURITIES REPRESENTED BY THIS INSTRUMENT
OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. WITHOUT SUCH REGISTRATION. SUCH
SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER,
EXCEPT UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY
TO THE CORPORATION TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED FOR SUCH
TRANSFER OR THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR
REGULATION PROMULGATED THEREUNDER.  This Stock Option Agreement
(this Agreement) is made and entered into at New York, New York, as of
the date hereinafter set forth by and between INAMED CORPORATION,a
Delaware corporation (the Corporation), and NICHOLAS L. TETI (the Optionee).  WHEREAS, the Corporation wishes to grant the
Optionee a stock option (the Stock Option) which gives the Optionee
the right, but not the obligation, to purchase stock in the Corporation as
recognition of the Optionees services as Chief Executive Officer of the
Corporation, and  WHEREAS, the Optionee will, in consideration of the
receipt of said Stock Option, agree to the terms, conditions and provisions set
forth herein.  NOW, THEREFORE,in
consideration of the premises, it is agreed as follows:  1.             GRANT OF STOCK OPTION.Subject to the
conditions set forth herein, the Corporation hereby grants to the Optionee the
right, privilege and option to purchase Three Hundred Thousand (300,000) shares
(the Option Shares) of the Corporations Common Stock, par
value $.01 per share (the Common Stock), at a price per share (the Strike
Price)equal to the closing price on July 9, 2001, in the manner
hereinafter provided, effective as of July 23, 2001 (the Grant Date),
to be vested as follows, unless this Stock Option has been terminated pursuant
to Section 3 hereof:  a.200,000 shall
vest ratably on the first, second and third anniversaries of the Grant Date,
and  b.100,000 shall
vest upon the Optionees attainment of performance targets recommended jointly
by the Optionee and the Chairman of the Corporation and approved by the
Compensation Committee of the Corporation within sixty (60) days of the
Effective Date of the employment agreement entered into as of July 23, 2001
between the Corporation and the Optionee (the Employment Agreement);  
  provided, however,that this Stock Option,
unless it has expired or has been earlier terminated, shall, as to the Option
Shares granted pursuant to Section 1a., immediately vest upon a Change in
Control. The Option Shares granted pursuant to Section 1b. shall immediately
vest upon a Change in Control, depending upon the price of the Common Stock
with respect to any such Change in Control, according to the following
schedule:  Stock Price at Change in Control
  
  Percentage
  of Option Shares
  to Be Immediately Vested$
  33.00
  
  10
  %$
  35.00
  
  30
  %$
  36.00
  
  35
  %$
  37.00
  
  40
  %$
  38.00
  
  45
  %$
  39.00
  
  50
  %$
  40.00
  
  60
  %$
  41.00
  
  70
  %$
  42.00
  
  80
  %$
  43.00
  
  90
  %$
  44.00
  
  100
  %
  For purposes of this Agreement, Change in
Control shall be deemed to have the same meaning as set forth in the
Employment Agreement.  In the event of any split, combination
reclassification, recapitalization, merger, consolidation or any other
extraordinary corporate transaction occurring after the date of this Agreement
which the Compensation Committee or any successor committee determines will
result in a change in the Common Stock for which an adjustment pursuant to this
paragraph is appropriate in order to preserve the benefits to the Optionee of
this Stock Option, the Strike Price, the type of securities or other property
subject to this Stock Option and/or the number of Option Shares (or other
securities or property) shall be adjusted in a manner in which the Compensation
Committee determines to be appropriate under the circumstances. In addition, if
a Change in Control occurs, the Corporation shall have the right, but not the
obligation, exercisable by written notice to the Optionee prior to the Change
in Control, to cancel this Stock Option at the time the transaction resulting
in the Change in Control is consummated and to pay to the Optionee in
connection with the cancellation of this Stock Option an amount, in cash or
check, equal to (a) the excess of the greater of (i) the per share price paid
for the Common Stock in the Change in Control (or the fair market value of any
property received per share of the Common Stock in the Change in Control) and
(ii) the average closing price of the Common Stock for the five (5) trading
days prior to the  2 
  exercise of such right by the Corporation,
over the Strike Price of this Stock Option, multiplied by (b) the number of
shares of Common Stock subject to the unexercised portion of this Stock Option
(whether vested or not).  2.               METHOD
OF EXERCISE. Option Shares purchased upon exercise of this Stock
Option shall, at the time of purchase, be paid in full, either in cash and/or
in shares of Common Stock held by the Optionee for at least (6) six months and
having a fair market value (based on the average closing price of the Common
Stock for the five (5) trading day period immediately prior to the date of
exercise) which, when added to the portion of the Total Strike Price to be paid
in cash, equals the total Strike Price for the portion of this Stock Option
being exercised.  To the extent that the right
to purchase Option Shares has accrued hereunder, this Stock Option may be
exercised, from time to time, by written notice to the Corporation stating the
number of Option Shares with respect to which this Stock Option is being
exercised and the time of delivery thereof, which shall be at least fifteen
(15) days after the giving of such notice, unless an earlier date shall have
been mutually agreed upon. In no event, shall the Corporation be required to
honor any notice of exercise if the same is received by the Corporation more
than fifteen (15) days after the termination of this Stock Option pursuant to
Section 3.  At the time specified in
such notice, the Corporation shall, without transfer or issue tax to the
Optionee, deliver to him by certified mail, a certificate or certificates for
such Option Shares, against the payment by Optionee of the Strike Price, in
full, for the number of Option Shares to be delivered, by certified or bank
cashiers check, or the equivalent thereof acceptable to the Corporation, or
through the use of Common Stock in accordance with the above; provided,
however,that the time of such delivery may be postponed by the
Corporation for such period as may be required for it, with reasonable
diligence, to comply with any requirements of any state or federal agency or
any securities exchange. If the Optionee fails to accept delivery of and pay or
any for part of the number of Option Shares specified in the notice given by
the Optionee, upon tender and delivery of said shares, the Optionees right to
exercise this Option with respect to such undelivered shares shall be
terminated.  3.             TERMINATION
OF STOCK OPTION.Except as otherwise stated in this Agreement, this
Stock Option, to the extent not previously exercised, shall expire at 5:00 p.m.
California time on the fifth (5th) anniversary of this Agreement; provided,
however,that in the event of a termination of the Optionees
employment with the Corporation or any affiliate, the unvested and
unexercisable Stock Options shall immediately terminate, and the vested and
exercisable Stock Option remain exercisable as follows:  a.if the
Optionees employment is terminated as a result of his death or Disability, by
the Corporation without Cause or by the Optionee for Good Reason (as each term
is defined in the Employment Agreement), the Stock Options shall expire on the
first anniversary of the Optionees termination; and  b.if the
Optionees employment is terminated by the Corporation for Cause or by the
Optionee without Good Reason, or the Employment Agreement expires by its terms,
the Stock Options shall expire sixty (60) days from the date of termination;
and  3 
  c.if the
Optionees employment is terminated following a Change in Control pursuant to
Section 9 of the Employment Agreement, the Stock Options shall expire on the
earlier of (i) twelve (12) months following termination and (ii) the fifth (5th)
anniversary of this Agreement.  Notwithstanding any provision herein, the
Corporations Board of Directors may extend the term of this Stock Option as it
deems appropriate.  4.             LISTING, REGISTRATION
AND OTHER LEGAL COMPLIANCE. 
No shares of the Common Stock shall be required to be issued or granted
under this Agreement unless legal counsel for the Corporation shall be
satisfied that such issuance or grant will be in compliance with all applicable
securities laws and regulations and any other applicable laws or
regulations.  The Board or the
Compensation Committee may require, as a condition of any payment or share
issuance, that certain agreements, undertakings, representations, certificates,
and/or information, as the Board or the Compensation Committee may deem
necessary or advisable, be executed or provided to the Corporation to assure compliance
with all such applicable laws or regulations.  Certificates for shares of
Common Stock delivered under this Agreement may bear appropriate legends and
may be subject to such stock-transfer orders and such other restrictions as the
Board or the Compensation Committee may deem advisable under the rules,
regulations, or other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Common Stock is listed, and any applicable
securities law. In addition, if, at any time specified herein for (a) the
making of any determination, (b) the issuance or other distribution of Common
Stock, or (c) the payment of amounts to any optionee with respect to any Stock
Option, any law, rule, regulation or other requirement of any governmental
authority or agency shall require either the Corporation, any subsidiary or any
optionee (or any estate, designated beneficiary or other legal representative
thereof) to take any action in connection with any such determination, any such
shares to be issued or distributed, any such payment, or the making of any such
determination, as the case may be, shall be deferred until such required action
is taken.  5.             TRANSFERABILITY OF
STOCK OPTION; RIGHTS PRIOR TO EXERCISE.  During the Optionees lifetime, this Stock Option shall be
exercisable only by the Optionee, or any guardian or legal representative of
the Optionee in accordance with the Employment Agreement, except as otherwise
provided in this Agreement. This Stock Option is freely transferable at the option
of the Optionee to the Optionees spouse, lineal descendants (including those
adopted) or any lineal descendant of the Optionees siblings, or to any
financial institution in connection with a bona fide financial transaction
(collectively, the Permitted Transferees) or to any trust created
solely for the benefit of a Permitted Transferee, provided that any Permitted
Transferee must give the Corporation written notice of such transfer within ten
(10) days of the transfer and must agree in a writing satisfactory to the
Corporation to be bound by terms of this Agreement. The Optionee also shall be
permitted to pledge this Stock Option to a financial institution in connection
with any bona fide financial transaction.  The Optionee shall have no
rights as a shareholder of shares subject to this Stock Option until payment of
the Strike Price pursuant to Section 2 and the delivery of such shares are
herein provided.  4 
  6.             EMPLOYMENT MATTERS.
This Agreement shall not confer upon the Optionee any right to continued
employment or, in the case of an Optionee who is a director, continued service
as a director, with the Corporation or a subsidiary, as the case may be, nor
shall it interfere in any way with the right of the Corporation or any
subsidiary to terminate the employment of any of its employees, the service of
any of its directors or the retention of any of its consultants or advisors at
any time.  7.             GOVERNING LAW;
HEADINGS.    This Agreement and
all actions taken thereunder shall be governed by and construed in accordance
with the laws of the State of New York, without reference to the principles of
conflict of laws thereof. Any titles and headings herein are for purposes only,
and shall in no way limit, define or otherwise affect the meaning, construction
or interpretation of any provisions of this Agreement.  8.             TAX WITHOLDING.
The Corporation shall have the right to deduct from any payment or settlement
under this Agreement, including, without limitation, the exercise of this Stock
Option, any federal, state, local, foreign or other taxes of any kind which the
Board or the Compensation Committee, in its sole discretion, deems necessary to
be withheld to comply with the Internal Revenue Code of 1986, as amended,
and/or any other applicable law, rule or regulation. In addition, the
Corporation shall have the right to require a payment from the Optionee to
cover any applicable withholding or other employment taxes due upon the
exercise of this Stock Option.  9.             BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators and
successors of the parties hereto.   IN WITNESS WHEREOF, the parties agree that
this Agreement shall be effective as of the 23rd day of July, 2001.   CORPORATION
  
  NICHOLAS L. TETIBy:
  /s/ Richard G. Babbit
  
  By:
  [illegible]Richard G. Babbit
  
  
  SignatureChairman of the Board###-##-####Social Security NumberDate:
  7/27/01Date:
  8/7/01   NUMBER
OF OPTION SHARES SUBJECT TO THIS OPTION: Three
Hundred Thousand (300,000) EXACTLY  STRIKE
PRICE: Twenty-Five Dollars and Two Cents ($25.02) PER SHARE   5