0000064892-03-000003 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • June 27th, 2003 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • California

This Employment Agreement, dated August 30, 2002, is by and between MENTOR Corporation ("COMPANY"), with its executive offices at 201 Mentor Drive, Santa Barbara, California 93111, and MAHER MICHAEL ("EMPLOYEE") of 310 Beech Court, Buellton, California 93427.

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THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 27th, 2003 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • California

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the "Amendment") is made and dated as of the 14th day of December, 2001 by and between BANK OF THE WEST ("Lender") and MENTOR CORPORATION (the "Borrower") and amends that certain Amended and Restated Credit Agreement dated as of October 25, 2000 (as amended by a First Amendment dated as of February 2, 2001, as amended by a Second Amendment dated as of February 14, 2001 and as further amended, modified or waived from time to time, the "Agreement") between Lender and the Borrower.

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