[logo] Commercial Bank Collateral Note

Logo] Commercial Bank COLLATERAL NOTE
of New York (Single Payment -- Demand or Time)
(Variable Rate of Interest)


New York, NY January 31, 1995


$1,500,000


On May 1, 1995 , for value received, the undersigned promise(s) to pay to Commercial Bank of New York (hereinafter called the 'Bank') or order, at its 404 5th Ave. office, in New York, NY 10018 in lawful money of the United States the principal amount of ONE MILLION FIVE HUNDRED THOUSAND AND 00/100 Dollars, ($1,500,000.00) with interest from the date of this note to maturity (whether as stated above or by acceleration) or demand (if this note is payable on demand) at a rate per annum equal to 1.5 percent above the prime loan rate of the Bank from time to time in effect calculated on the basis of a 360-day year and actual number of days elapsed (but in no event in excess of the maximum rate permitted by applicable law), such interest to be payable monthly commencing FEBRUARY 1995 and continuing on the same day of each calendar month thereafter and at maturity. If the space in the preceding sentence is incomplete or completed by the insertion of a '0' or a mark other than a number, then the interest rate hereunder shall be equal to the prime loan rate of the Bank in effect from time to time. Any change in such rate of interest shall be effective on the date a change i the prime loan rate of the Bank occurs, without notice to the undersigned. Interest from and after maturity (whether as stated or by acceleration) or demand (if this note is payable on demand) shall be at the rate of 24% per annum or if such rate shall not be lawful with respect to the undersigned, at the highest lawful rate then in effect. The prime loan rate of the Bank in effect on the date of this note is 8.5% per annum.


The undersigned has pledged, granted a security interest or deposited with or delivered to the Bank as security for the payment of this note and of all Liabilities of the undersigned to the Bank the following property,


COOPER COMPANIES COMMON STOCK -- 1,500,000 SHARES --------------------------------------------------------------------------------


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The term 'Liabilities' shall include this note and all other indebtedness, obligations and liabilities of any kind of the undersigned to the Bank and also to others to the extent of their participations granted to or interests therein created or acquired for them by the Bank, now or hereafter existing, arising directly between the undersigned and the Bank or acquired outright, conditionally or as collateral security from another by the Bank, absolute or contingent, joint and/or several, secured or unsecured, due contractual or tortious, liquidated, arising by operation of law or otherwise, or direct or indirect, including liabilities to the Bank of the undersigned as a member of any partnership, syndicate, association or other group, and whether incurred by the undersigned as principal, surety, endorser, guarantor, accommodation party or otherwise. The term 'Security' shall include the property described or referred to above and the balance of every deposit account of the undersigned with the Bank and any other claim of the undersigned against the Bank, now or hereafter existing, and all money, instruments, securities, documents, chattel paper, credits, claims, demands and any other property, rights and interests of the undersigned which at any time shall come into the possession or custody or under the control of the Bank or any of its agents, associates or correspondents, for any purpose, and shall include the proceeds of any thereof. The Bank shall be deemed to have possession of any of the Security in transit to or set apart for it or any of its agents, associates or correspondents.


As security for the payment of all the Liabilities, the undersigned hereby grant(s) to the Bank a security interest in, and a general lien upon and/or right of set-off of, the Security.


The right is expressly granted to the Bank, at its discretion, to transfer to or register in the name of itself or its nominee any of the Security, and whether or not so transferred or registered to receive the income and dividends thereon, including stock dividends and rights to subscribe, and to hold the same as a part of the Security and/or apply the same as hereinafter provided; to exchange any of the Security for other property upon reorganization, recapitalization or other readjustment and in connection therewith to deposit any of the Security with any committee or depository upon such terms as it may determine; to vote the Security so transferred or registered and to exercise or cause its nominee to exercise all or any powers with respect thereto with the same force and effect as an absolute owner thereof; all without notice and without liability except to account for property actually received by it. The right is expressly granted to the Bank, at i ...