0001047469-04-007983 Sample Contracts

15,000,000 Yen Denominated CREDIT AGREEMENT Dated as of December 29, 2003 Between OCULAR SCIENCES K.K. and
Credit Agreement • March 15th, 2004 • Ocular Sciences Inc /De/ • Ophthalmic goods • California

OCULAR SCIENCES K.K., a Japanese corporation, and WELLS FARGO HSBC TRADE BANK N.A. agree as follows (with certain terms used herein being defined in Article 9):

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 15th, 2004 • Ocular Sciences Inc /De/ • Ophthalmic goods

This First Amendment to Credit Agreement is entered into as of March 30, 2003 (the “Amendment”), by and among OCULAR SCIENCES, INC. (“Borrower”), and COMERICA BANK-CALIFORNIA, a California banking corporation, as the Agent for the Lenders (“Bank”).

PARENT GUARANTY
Parent Guaranty • March 15th, 2004 • Ocular Sciences Inc /De/ • Ophthalmic goods • California

THIS PARENT GUARANTY (this “Guaranty”), entered into as of this 29th day of December, 2003, by OCULAR SCIENCES, INC., a Delaware- corporation (together with its permitted successors, assigns and transferees, “Guarantor”), for the benefit of WELLS FARGO HSBC TRADE BANK N.A., a national banking association (together with its successors, assigns and transferees, “Bank”), and with respect to that certain Credit Agreement of even date herewith (as amended, modified or supplemented from time to time, the “Credit Agreement”) between Bank and OCULAR SCIENCES K.K., a Japanese corporation (together with its permitted successors, assigns and transferees, “Borrower”).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 15th, 2004 • Ocular Sciences Inc /De/ • Ophthalmic goods

This Second Amendment to Credit Agreement is entered into as of October 22, 2003 (the “Amendment”), by and among OCULAR SCIENCES, INC. (“Borrower”), and COMERICA BANK, a Michigan banking corporation, successor by merger to Comerica Bank-California, as the Agent for the Lenders (“Bank”).

SETTLEMENT AGREEMENT AND GENERAL RELEASE
Settlement Agreement and General Release • March 15th, 2004 • Ocular Sciences Inc /De/ • Ophthalmic goods

This Settlement Agreement and General Release (hereafter “Agreement”) is entered into as of this 24th day of November, 2003, between Sidney Landman (“Landman”), and Ocular Sciences, Inc., USA (the “Company” or “OSI”), effective eight days after Landman’s signature (the “Effective Date”), as provided in Paragraph 24, below.

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 15th, 2004 • Ocular Sciences Inc /De/ • Ophthalmic goods

This Third Amendment to Credit Agreement is entered into as of December 29, 2003 (the “Amendment”), by and among OCULAR SCIENCES, INC. (“Borrower”), and COMERICA BANK, a Michigan banking corporation, successor by merger to Comerica Bank-California, as the Agent for the Lenders (“Bank”).

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