0000064892-04-000014 Sample Contracts

EXCLUSIVE SUPPLY AGREEMENT
Exclusive Supply Agreement • June 14th, 2004 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • California

This Exclusive Supply Agreement (this "Agreement") is entered and made effective as of September 16, 1997 (the "Effective Date") by and between Alchemy Engineering, LLC, a California limited liability company d/b/a SiTech, LLC, with its principal executive offices located at 6125 West Campus Circle Drive, Irving, Texas 75038 ("SiTech"), and Mentor Corporation, a Minnesota corporation with its principal executive offices located at 5425 Hollister Avenue, Santa Barbara, California ("Mentor").

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December 17, 2003
Mentor Corp /Mn/ • June 14th, 2004 • Orthopedic, prosthetic & surgical appliances & supplies

The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the Transaction entered into between Party A and Party B through the Agent on the Trade Date specified below (the "Transaction"). This Confirmation constitutes a "Confirmation" as referred to in the Agreement specified below.

AMENDMENT TO EMPLOYMENT AGREEMENT FOR EUGENE GLOVER
Employment Agreement • June 14th, 2004 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies

In December, Mr. Glover's duties changed from those described in his employment agreement dated October 16, 2000 as Senior Vice President, Advanced Development to those customarily required as Senior Vice President, Business Development. In March 2004, Mr. Glover's agreement was amended to decrease his time, efforts, and compensation by one half of the previous amount to reflect the part-time nature of his revised duties, effective April 9, 2004. The other terms of his employment agreement remain in effect.

AMENDMENT TO EMPLOYMENT AGREEMENT FOR BOBBY PURKAIT
Employment Agreement • June 14th, 2004 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies

Mr. Purkait's employment agreement provided he would transfer from full time to a part time (50%), interim position, at 60% base pay starting April 1, 2004. In addition, it indicated his final day of employment would be May 31, 2004. In March 2004, this agreement was verbally amended to make his employment for an indeterminate period, to resume his full-time duties and to continue his compensation at his base salary of $278,460 annually. In addition, he would be eligible for additional compensation up to $200,000 upon the achievement of certain milestones. The other terms of his employment agreement dated February 18, 2004 remain in effect.

EMPLOYMENT AGREEMENT WITH BOBBY PURKAIT DATED FEBRUARY 18, 2004
Employment Agreement • June 14th, 2004 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies

The purpose of this letter is to confirm the transfer of your assignment as Senior Vice President for Business Development from a full to a part-time (50%), interim position. The terms and conditions of the transfer are as follows:

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